Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2020 | May 13, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Digipath, Inc. | |
Entity Central Index Key | 0001502966 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 57,237,672 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Current assets: | ||
Cash | $ 89,971 | $ 323,739 |
Accounts receivable, net | 275,591 | 179,256 |
Other current assets | 48,621 | 74,620 |
Inventory | 37,900 | |
Deposits | 25,647 | 51,704 |
Total current assets | 477,730 | 629,319 |
Goodwill | 592,621 | |
Right-of-use asset | 241,820 | |
Fixed assets, net | 1,097,358 | 726,614 |
Total Assets | 2,409,529 | 1,355,933 |
Current liabilities: | ||
Accounts payable | 242,928 | 136,612 |
Accrued expenses | 145,130 | 134,881 |
Short term advances | 20,000 | |
Current portion of operating lease liabilities | 200,578 | |
Current portion of finance lease liabilities | 27,611 | |
Current maturities of note payable, equipment financing | 52,781 | |
Convertible notes payable, net of discounts of $24,874 and $-0- at March 31, 2020 and September 30, 2019, respectively | 1,225,126 | 200,000 |
Total current liabilities | 1,914,154 | 471,493 |
Operating lease liabilities | 43,200 | |
Finance lease liabilities | 36,195 | |
Note payable, equipment financing | 226,421 | |
Convertible notes payable, net of discounts of $-0- and $41,426 at March 31, 2020 and September 30, 2019, respectively | 458,574 | |
Total Liabilities | 2,219,970 | 930,067 |
Stockholders' Equity: | ||
Series A convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; 1,325,942 shares issued and outstanding | 1,326 | 1,326 |
Common stock, $0.001 par value, 250,000,000 shares authorized; 56,737,672 and 48,361,433 shares issued and outstanding at March 31, 2020 and September 30, 2019, respectively | 56,738 | 48,361 |
Additional paid-in capital | 15,879,225 | 15,331,839 |
Subscriptions payable, consisting of 500,000 shares of common stock at March 31, 2020 | 37,500 | |
Accumulated (deficit) | (15,785,230) | (14,955,660) |
Total Stockholders' Equity | 189,559 | 425,866 |
Total Liabilities and Stockholders' Equity | $ 2,409,529 | $ 1,355,933 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2019 | |
Statement of Financial Position [Abstract] | ||
Convertible notes payable discounts current | $ 24,874 | $ 0 |
Convertible notes payable discounts noncurrent | $ 0 | $ 41,426 |
Series A convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A convertible preferred stock, shares issued | 1,325,942 | 1,325,942 |
Series A convertible preferred stock, shares outstanding | 1,325,942 | 1,325,942 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 56,737,672 | 48,361,433 |
Common stock, shares outstanding | 56,737,672 | 48,361,433 |
Subscription payable, shares | 500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 754,982 | $ 651,555 | $ 1,563,912 | $ 1,293,670 |
Cost of sales | 497,029 | 427,830 | 902,510 | 910,150 |
Gross profit | 257,953 | 223,725 | 661,402 | 383,520 |
Operating expenses: | ||||
General and administrative | 406,919 | 418,505 | 795,351 | 808,976 |
Professional fees | 327,434 | 235,667 | 511,067 | 482,247 |
Bad debts expense | 117,870 | 25,265 | 161,120 | 49,830 |
Total operating expenses | 852,223 | 679,437 | 1,467,538 | 1,341,053 |
Operating loss | (594,270) | (455,712) | (806,136) | (957,533) |
Other income (expense): | ||||
Other income | 21,000 | 22,250 | 42,000 | 72,650 |
Interest expense | (35,873) | (18,003) | (65,434) | (28,756) |
Total other income (expense) | (14,873) | 4,247 | (23,434) | 43,894 |
Net loss | $ (609,143) | $ (451,465) | $ (829,570) | $ (913,639) |
Weighted average number of common shares outstanding - basic and fully diluted | 50,586,842 | 45,919,662 | 49,473,671 | 44,296,508 |
Net loss per share - basic and fully diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Series A Convertible Preferred StockMember | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivable [Member] | Accumulated (Deficit) [Member] | Total |
Balance at Sep. 30, 2018 | $ 1,426 | $ 42,245 | $ 14,121,236 | $ (13,150,328) | $ 1,014,579 | |
Balance, shares at Sep. 30, 2018 | 1,425,942 | 42,245,364 | ||||
Common stock sold for cash | $ 3,125 | 621,875 | 625,000 | |||
Common stock sold for cash, shares | 3,125,000 | |||||
Common stock issued for services | $ 1,265 | 209,350 | 210,615 | |||
Common stock issued for services, shares | 1,264,352 | |||||
Common stock issued in exchange for termination of options | $ 475 | (475) | ||||
Common stock issued in exchange for termination of options, shares | 475,000 | |||||
Common stock options issued for services | 88,794 | 88,794 | ||||
Conversion of preferred stock to common stock | $ (100) | $ 500 | (400) | |||
Conversion of preferred stock to common stock, shares | (100,000) | 500,000 | ||||
Beneficial conversion feature of convertible debts | 70,964 | 70,964 | ||||
Net loss | (913,639) | (913,639) | ||||
Balance at Mar. 31, 2019 | $ 1,326 | $ 47,610 | 15,111,344 | (14,063,967) | 1,096,313 | |
Balance, shares at Mar. 31, 2019 | 1,325,942 | 47,609,716 | ||||
Balance at Dec. 31, 2018 | $ 1,326 | $ 43,757 | 14,346,623 | (13,612,502) | 779,204 | |
Balance, shares at Dec. 31, 2018 | 1,325,942 | 43,757,277 | ||||
Common stock sold for cash | $ 3,125 | 621,875 | 625,000 | |||
Common stock sold for cash, shares | 3,125,000 | |||||
Common stock issued for services | $ 253 | 61,086 | 61,339 | |||
Common stock issued for services, shares | 252,439 | |||||
Common stock issued in exchange for termination of options | $ 475 | (475) | ||||
Common stock issued in exchange for termination of options, shares | 475,000 | |||||
Common stock options issued for services | 82,235 | 82,235 | ||||
Net loss | (451,465) | (451,465) | ||||
Balance at Mar. 31, 2019 | $ 1,326 | $ 47,610 | 15,111,344 | (14,063,967) | 1,096,313 | |
Balance, shares at Mar. 31, 2019 | 1,325,942 | 47,609,716 | ||||
Balance at Sep. 30, 2019 | $ 1,326 | $ 48,361 | 15,331,839 | (14,955,660) | 425,866 | |
Balance, shares at Sep. 30, 2019 | 1,325,942 | 48,361,433 | ||||
Common stock sold for cash | $ 706 | 55,794 | 56,500 | |||
Common stock sold for cash, shares | 706,250 | |||||
Common stock issued for services | $ 1,171 | 16,042 | 37,500 | 54,713 | ||
Common stock issued for services, shares | 1,169,989 | |||||
Common stock options issued for services | 38,288 | 38,288 | ||||
Common stock issued for acquisition of VSSL Enterprises, Ltd. | $ 6,500 | 367,250 | 373,750 | |||
Common stock issued for acquisition of VSSL Enterprises, Ltd., shares | 6,500,000 | |||||
Common stock warrants issued for services | 70,012 | 70,012 | ||||
Net loss | (829,570) | (829,570) | ||||
Balance at Mar. 31, 2020 | $ 1,326 | $ 56,738 | 15,879,225 | 37,500 | (15,785,230) | 189,559 |
Balance, shares at Mar. 31, 2020 | 1,325,942 | 56,737,672 | ||||
Balance at Dec. 31, 2019 | $ 1,326 | $ 48,533 | 15,374,094 | (15,176,087) | 247,866 | |
Balance, shares at Dec. 31, 2019 | 1,325,942 | 48,532,666 | ||||
Common stock sold for cash | $ 706 | 55,794 | 56,500 | |||
Common stock sold for cash, shares | 706,250 | |||||
Common stock issued for services | $ 999 | (8,536) | 37,500 | 29,963 | ||
Common stock issued for services, shares | 998,756 | |||||
Common stock options issued for services | 20,611 | 20,611 | ||||
Common stock issued for acquisition of VSSL Enterprises, Ltd. | $ 6,500 | 367,250 | 373,750 | |||
Common stock issued for acquisition of VSSL Enterprises, Ltd., shares | 6,500,000 | |||||
Common stock warrants issued for services | 70,012 | 70,012 | ||||
Net loss | (609,143) | (609,143) | ||||
Balance at Mar. 31, 2020 | $ 1,326 | $ 56,738 | $ 15,879,225 | $ 37,500 | $ (15,785,230) | $ 189,559 |
Balance, shares at Mar. 31, 2020 | 1,325,942 | 56,737,672 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (829,570) | $ (913,639) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in allowance for doubtful accounts | 161,120 | 49,830 |
Depreciation and amortization expense | 156,171 | 128,771 |
Stock issued for services | 54,713 | 210,615 |
Options and warrants granted for services | 108,300 | 88,794 |
Amortization of debt discounts | 16,552 | 12,986 |
Decrease (increase) in assets: | ||
Accounts receivable | (138,000) | (72,546) |
Other current assets | 31,258 | (51,541) |
Inventory | (37,900) | |
Deposits | 26,057 | |
Right-of-use assets | 95,423 | |
Increase (decrease) in liabilities: | ||
Accounts payable | 103,736 | (149,242) |
Accrued expenses | 6,971 | 5,363 |
Lease liabilities | (93,465) | |
Deferred revenues | (25) | |
Net cash used in operating activities | (456,504) | (690,634) |
Cash flows from investing activities | ||
Cash acquired in acquisition of VSSL | 143 | |
Cash paid for purchase of VSSL Enterprises, Ltd. | (200,000) | |
Purchase of fixed assets | (135,791) | (1,375) |
Advance of note receivable | (95,000) | |
Net cash used in investing activities | (335,648) | (96,375) |
Cash flows from financing activities | ||
Proceeds from short term advances | 25,000 | |
Repayments of short term advances | (25,000) | |
Principal payments on finance lease | (35,387) | |
Principal payments on note payable, equipment financing | (12,729) | |
Proceeds from convertible notes | 550,000 | 500,000 |
Proceeds from sale of common stock | 56,500 | 625,000 |
Net cash provided by financing activities | 558,384 | 1,125,000 |
Net increase (decrease) in cash | (233,768) | 337,991 |
Cash - beginning | 323,739 | 176,027 |
Cash - ending | 89,971 | 514,018 |
Supplemental disclosures: | ||
Interest paid | 16,601 | 4,066 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Fair value of net assets acquired from affiliate in business combination | 18,871 | |
Fair value of common stock paid to affiliate in business combination | 373,750 | |
Fixed assets acquired with capitalized finance lease | 99,193 | |
Fixed assets acquired with note payable, equipment financing | 291,931 | |
Value of preferred stock converted to common stock | 100,000 | |
Beneficial conversion feature of convertible notes payable | $ 70,964 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation and Significant Accounting Policies | Note 1 – Organization, Basis of Presentation and Significant Accounting Policies Organization Digipath, Inc. was incorporated in Nevada on October 5, 2010. Digipath, Inc. and its subsidiaries (“Digipath,” the “Company,” “we,” “our” or “us”) is a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supports the cannabis industry’s best practices for reliable testing, cannabis education and training. Our business units are described below. Ø Digipath Labs, Inc Ø GroSciences, Inc Ø VSSL Enterprises, Ltd Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2020: Jurisdiction of Name of Entity (1) Incorporation Relationship Digipath, Inc. (2) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc. (3) Colorado Subsidiary Digipath Labs S.A.S. (4) Colombia Subsidiary VSSL Enterprises, Ltd. (5) Canada Subsidiary (1) All entities are in the form of a corporation. (2) Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. (3) Commenced operations during the first fiscal quarter of 2019, but has not incurred income to date. (4) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. (5) Acquired on March 11, 2020. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Digipath” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of lab testing services through our subsidiary Digipath Labs, Inc. Revenue is primarily generated through our subsidiary, Digipath Labs, Inc., which recognizes revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests basis. Revenue from the performance of those services is recognized upon completion of the tests, at which time test results are delivered to the customer, provided collectability of the fee is reasonably assured. We typically require payment within thirty days of the delivery of results. Management estimates an allowance for doubtful accounts based on the aging of its receivables. Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Our products consist of handheld devices used to test cannabis for THC, CBD and CBG levels under our GroSciences, Inc. subsidiary. We have not yet commenced sales of this product. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB established Topic 842, Leases Targeted Improvements Codification Improvements to Topic 842 Land Easement Practical Expedient for Transition to Topic 842 The new standard became effective for fiscal years beginning after December 15, 2019, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on October 1, 2019 using the modified retrospective transition approach as of the effective date of the initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before October 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits entities not to reassess under the new lease standard prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements. The most significant effects of the adoption of the new standard relate to the recognition of new ROU assets and lease labilities on our balance sheet for office operating leases and providing significant new disclosures about our leasing activities. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has also elected the short-term leases recognition exemption for all leases that qualify. This means that the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets and lease liabilities, for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for its leases. The new standard did not have a material impact. There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Going Concern
Going Concern | 6 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern As shown in the accompanying condensed consolidated financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $15,785,230, and as of March 31, 2020, the Company’s cash on hand may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Acquisition from Affiliate
Acquisition from Affiliate | 6 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition from Affiliate | Note 3 – Acquisition from Affiliate On March 9, 2020, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VSSL Enterprises Ltd (“VSSL”), Kyle Joseph Remenda (“Remenda”), Philippe Olivier Henry, PhD (“Henry”), Audim Ventures Ltd. (“Audim”), and Britt Ash Enterprises Ltd. (“Britt Ash” and, together with Remenda, Henry and Audim, the “VSSL Stockholders”), pursuant to which the Company acquired all of VSSL’s outstanding shares of capital stock from the VSSL Stockholders for consideration consisting of 6,500,000 shares of Digipath’s common stock and a cash payment of $200,000. The closing of the acquisition occurred on March 11, 2020. The aggregate fair value of the common stock was $373,750 based on the closing price of the Company’s common stock on the date of closing. Mr. Remenda, who held 45% of the VSSL’s shares prior to its acquisition by the Company, is the CEO of VSSL and was appointed as Digipath’s Chief Executive Officer in September 2019 in connection with the execution of the binding letter of intent with respect to the Company’s acquisition of VSSL. In addition, Mr. Henry, who also held 45% of VSSL’s shares prior to its acquisition by the Company, was engaged as a consultant by Digipath in September 2019. This acquisition was accounted for as a business combination under the purchase method of accounting. The purchase resulted in the recognition of $592,621 of goodwill reflected on the Company’s balance sheet. According to the purchase method of accounting, the Company recognized the identifiable assets acquired and liabilities assumed as follows: March 11, 2020 Consideration: Cash $ 200,000 Fair value of 6,500,000 shares of common stock 373,750 Liabilities assumed 20,600 Total consideration $ 594,350 Fair value of identifiable assets acquired assumed: Cash $ 143 Accounts receivable 1,585 Total fair value of assets assumed 1,729 Consideration paid in excess of fair value (Goodwill) (1) $ 592,621 (1) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and 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, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of March 31, 2020 and September 30, 2019, respectively: Fair Value Measurements at March 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 89,971 $ - $ - Goodwill - - 592,621 Total assets 89,971 - 592,621 Liabilities Short term advances - 20,000 - Lease liabilities - - 307,584 Note payable, equipment financing - 279,202 - Convertible notes payable, net of discounts of $24,874 - - 1,225,126 Total liabilities - 299,202 1,532,710 $ 89,971 $ (299,202 ) $ (1,532,710 ) Fair Value Measurements at September 30, 2019 Level 1 Level 2 Level 3 Assets Cash $ 323,739 $ - $ - Total assets 323,739 - - Liabilities Convertible notes payable, net of discounts of $41,426 - - 658,574 Total liabilities - - 658,574 $ 323,739 $ - $ (658,574 ) The fair value of our intellectual properties are deemed to approximate book value, and are considered Level 3 inputs as defined by ASC Topic 820-10-35. Level 3 liabilities consist of a total of $1,250,000 of convertible debentures, net of discounts of $24,874 and $41,426 as of March 31, 2020 and September 30, 2019, respectively. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended March 31, 2020 or the year ended September 30, 2019. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable Accounts receivable was $275,591 and $179,256 at March 31, 2020 and September 30, 2019, respectively, net of allowance for uncollectible accounts of $214,311 and $50,540 at March 31, 2020 and September 30, 2019, respectively. |
Fixed Assets
Fixed Assets | 6 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 6 – Fixed Assets Fixed assets consist of the following at March 31, 2020 and September 30, 2019: March 31, September 30, 2020 2019 Software $ 124,697 $ 123,492 Office equipment 70,181 55,061 Furniture and fixtures 29,115 29,115 Lab equipment 1,530,339 1,118,942 Leasehold improvements 494,117 494,117 Lab equipment held under capital leases 99,193 - 2,347,642 1,820,727 Less: accumulated depreciation (1,250,284 ) (1,094,113 ) Total $ 1,097,358 $ 726,614 Depreciation and amortization expense totaled $156,171 and $128,771 for the six months ended March 31, 2020 and 2019, respectively. |
Leases
Leases | 6 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 7 – Leases The Company’s leases its operating and office facilities, and sub-leases one of the units, under non-cancelable real property lease agreements that expire on May 31, 2021 and June 30, 2021. The Company also has a financing lease for lab equipment subject to the recently adopted ASU 2016-02. In the locations in which it is economically feasible to continue to operate, management expects to enter into a new lease upon expiration. The operating and office facility leases contain provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The components of lease expense were as follows: For the Six Months Ended March 31, 2020 Operating lease cost $ 104,004 Finance lease cost: Amortization of assets 9,919 Interest on lease liabilities 6,131 Sublease income (42,000 ) Total net lease cost $ 78,054 Supplemental balance sheet information related to leases was as follows: March 31, 2020 Operating leases: Operating lease assets $ 241,820 Current portion of operating lease liabilities $ 200,578 Noncurrent operating lease liabilities 43,200 Total operating lease liabilities $ 243,778 Finance lease: Equipment, at cost $ 99,193 Accumulated amortization (9,920 ) Equipment, net $ 89,273 Current portion of finance lease liability $ 27,611 Noncurrent finance lease liability 36,195 Total finance lease liability $ 63,806 Weighted average remaining lease term: Operating leases 1.25 years Finance leases 2.05 years Weighted average discount rate: Operating leases 5.75 % Finance lease 18.41 % Supplemental cash flow and other information related to leases was as follows: For the Six Months Ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows provided by sublet operating leases $ 42,000 Operating cash flows used for operating leases $ 93,465 Financing cash flows used for finance leases $ 35,387 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ - Total finance lease liabilities $ 99,193 Future minimum annual lease commitments under non-cancelable operating leases are as follows at March 31, 2020: Fiscal Year Ending Minimum Lease Sublease Net Lease September 30, Commitments Income Commitments 2020* $ 104,009 $ 21,000 $ 83,009 2021 148,957 - 148,957 $ 252,966 $ 21,000 $ 231,966 * Liability pertains to the remaining six month period from April 1, 2020 through September 30, 2020. Future minimum annual lease payments required under the finance lease and the present value of the net minimum lease payments are as follows at March 31, 2020: Finance Leases 2020* $ 18,552 2021 37,105 2022 21,644 Total minimum lease payments 77,301 Less interest 13,495 Present value of lease liabilities 63,806 Less current portion 27,611 Long-term lease liabilities $ 36,195 * Liability pertains to the remaining six month period from April 1, 2020 through September 30, 2020. |
Short Term Advances
Short Term Advances | 6 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Short Term Advances | Note 8 – Short Term Advances On December 26, 2019, a total of $25,000 was received as a short-term loan from one of our convertible noteholders. The advance was subsequently repaid on February 6, 2020. No interest expense was recognized. |
Note Payable, Equipment Financi
Note Payable, Equipment Financing | 6 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Note Payable, Equipment Financing | Note 9 –Note Payable, Equipment Financing Note payable consists of the following at March 31, 2020 and September 30, 2019, respectively: March 31, September 30, 2020 2019 On December 26, 2019, the Company financed the purchase of $377,124 of lab equipment, in part, with the proceeds of a bank loan in the amount of $291,931. The loan bears interest at the rate of 5.75% per annum and requires monthly payments of $5,622 over the five-year term of the loan ending on December 26, 2024. The Company’s obligations under this loan are secured by a lien on the purchased equipment. $ 279,202 $ - Less: current maturities (52,781 ) - Note payable $ 226,421 $ - The Company recorded interest expense pursuant to the stated interest rate and closing costs on the equipment loan in the amount of $7,955 during the six months ended March 31, 2020. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 10 – Convertible Notes Payable Convertible notes payable consists of the following at March 31, 2020 and September 30, 2019, respectively: March 31, September 30, 2020 2019 On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and is convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. $ 50,000 $ - On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Subordinated Convertible Promissory Note in the principal amount of $150,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and is convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. The Company’s obligations under the Note are secured by subordinated lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. 150,000 - On February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $350,000. The Note matures on August 10, 2022, bears interest at a rate of 9% per annum, and is convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. 350,000 - On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matures on September 23, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. 200,000 200,000 On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matures on December 31, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. A total of $4,066 of interest was repaid during the six months ended June 30, 2019. 350,000 350,000 On November 5, 2018, the Company received proceeds of $150,000 on a senior secured convertible note that carries an 8% interest rate, which matures on December 31, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. 150,000 150,000 Total convertible notes payable 1,250,000 700,000 Less: unamortized debt discounts (24,874 ) (41,426 ) 1,225,126 658,574 Less: current maturities (1,225,126 ) (200,000 ) Convertible notes payable $ - $ 458,574 In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible notes by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible notes. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt. The aforementioned accounting treatment resulted in a total debt discount equal to $70,964 during the six months ended March 31, 2019. The discount is amortized on a straight-line basis from the dates of issuance until the earlier of the stated redemption date of the debts, as noted above or the actual settlement date. The Company recorded debt amortization expense on the aforementioned debt discount in the amount of $16,552 and $12,986 during the six months ended March 31, 2020 and 2019, respectively. All of the convertible notes limit the maximum number of shares that can be owned by each note holder as a result of the conversions to common stock to 4.99% of the Company’s issued and outstanding shares. The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $34,796 and $15,770 for the six months ended March 31, 2020 and 2019, respectively. The Company recognized interest expense for the six months ended March 31, 2020 and 2019, respectively, as follows: March 31, March 31, 2020 2019 Interest on capital leases $ 6,131 $ - Interest on notes payable 7,955 - Amortization of beneficial conversion features 16,552 12,986 Interest on convertible notes 34,796 15,770 Total interest expense $ 65,434 $ 28,756 |
Changes in Stockholders' Equity
Changes in Stockholders' Equity | 6 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Changes in Stockholders' Equity | Note 11 - Changes in Stockholders’ Equity Convertible Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share, of which 6,000,000 have been designated as Series A Convertible Preferred Stock (“Series A Preferred”), with the remaining 4,000,000 shares available for designation from time to time by the Board as set forth below. As of March 31, 2020, there were 1,325,942 shares of Series A Preferred issued and outstanding. The Board of Directors is authorized to determine any number of series into which the undesignated shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Each share of Series A Preferred is currently convertible into five shares of common stock. The conversion price is adjustable in the event of stock splits and other adjustments in the Company’s capitalization, and in the event of certain negative actions undertaken by the Company. At the current conversion price, the 1,325,942 shares of Series A Preferred outstanding at March 31, 2020 are convertible into 6,629,710 shares of the common stock of the Company. No holder is permitted to convert its shares of Series A Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice. Common Stock Common stock consists of $0.001 par value, 250,000,000 shares authorized, of which 57,237,672 shares were issued and outstanding as of May 11, 2020. Common Stock Sales On February 10, 2020, the Company sold 81,250 shares of its common stock in exchange for proceeds of $6,500. On January 16, 2020, the Company sold a total of 625,000 shares of its common stock in exchange for proceeds of $50,000. Common Stock Issued to Affiliate for Acquisition On March 11, 2020, the Company acquired all of VSSL’s outstanding shares of capital stock from the VSSL’s stockholders for consideration consisting of 6,500,000 shares of the Company’s common stock and a cash payment of $200,000. The aggregate fair value of the Company’s common stock was $373,750 based on the closing price of the Company’s common stock on the closing date. Common Stock Issued for Services On March 25, 2020, the Company issued 248,756 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period. On March 25, 2020, the Company issued 750,000 shares of common stock to a consultant for investor relations services to be performed from March 25, 2020 through August 25, 2020. The fair value of the common stock was $45,300 based on the closing price of the Company’s common stock on the date of grant, and is being expensed over the requisite service period. On January 27, 2020, the Company issued 500,000 shares of common stock to a consultant for investor relations services to be performed from February 1, 2020 through July 31, 2020. The fair value of the common stock was $37,500 based on the closing price of the Company’s common stock on the date of grant, and is being expensed over the requisite service period. The shares were subsequently issued on April 6, 2020. On December 25, 2019, the Company issued 171,233 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period. Amortization of Stock-Based Compensation A total of $1,776 of stock-based compensation expense was recognized during the six months ended March 31, 2020 as a result of the issuance of 750,000 shares of common stock to a consultant on March 25, 2020, as amortized over the requisite service period. A total of $43,524 of unamortized expenses are to be expensed during the remaining requisite service period. A total of $13,187 of stock-based compensation expense was recognized during the six months ended March 31, 2020 as a result of the issuance of 500,000 shares of common stock to a consultant on January 27, 2020, as amortized over the requisite service period. A total of $24,313 of unamortized expenses are to be expensed during the remaining requisite service period. A total of $9,750 of stock-based compensation expense was recognized during the six months ended March 31, 2020 as a result of the issuance of 300,000 shares of common stock to a consultant on June 25, 2019, as amortized over the requisite service period. No further unamortized expenses are to be expensed during the remaining requisite service period. A total of $108,300 of stock-based compensation expense was recognized from the amortization of options and warrants over their vesting period during the six months ended March 31, 2020. |
Common Stock Options
Common Stock Options | 6 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options | Note 12 – Common Stock Options Stock Incentive Plan On June 21, 2016, we amended and restated our 2012 Stock Incentive Plan (the “2012 Plan”), which was originally adopted on March 5, 2012 and previously amended on May 20, 2014. As amended, the 2012 Plan provides for the issuance of up to 11,500,000 shares of common stock pursuant to the grant of options or other awards, including stock grants, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. Options granted under the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant. Common Stock Option Issuances On March 25, 2020, we granted options to purchase 500,000 shares of common stock as compensation for services to our Chief Financial Officer. The options vested immediately as to 166,667 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0468, was $23,425. The options are being expensed over the vesting period, resulting in $193 of stock-based compensation expense during the six months ended March 31, 2020. As of March 31, 2020, a total of $23,232 of unamortized expenses are expected to be expensed over the vesting period. On March 9, 2020, we granted options to purchase 750,000 shares of common stock as compensation for services to our Chief Executive Officer. The options vested immediately as to 250,000 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0499, was $37,420. The options are being expensed over the vesting period, resulting in $1,128 of stock-based compensation expense during the six months ended March 31, 2020. As of March 31, 2020, a total of $36,292 of unamortized expenses are expected to be expensed over the vesting period. On March 9, 2020, we granted options to purchase 750,000 shares of common stock as compensation for services to our Chief Operating Officer. The options vested immediately as to 250,000 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0499, was $37,420. The options are being expensed over the vesting period, resulting in $1,128 of stock-based compensation expense during the six months ended March 31, 2020. As of March 31, 2020, a total of $36,292 of unamortized expenses are expected to be expensed over the vesting period. On March 9, 2020, we granted options to purchase 1,000,000 shares of common stock as compensation for services to our Chairman of the Board of Directors. The options vested immediately as to 333,333 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0499, was $49,894. The options are being expensed over the vesting period, resulting in $1,504 of stock-based compensation expense during the six months ended March 31, 2020. As of March 31, 2020, a total of $48,390 of unamortized expenses are expected to be expensed over the vesting period. On February 18, 2020, we granted options to purchase 100,000 shares of common stock as compensation for services to a consultant. The options vested immediately, and are exercisable for a five-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 108% and a call option value of $0.0403, was $4,031. On February 18, 2020, we granted options to purchase 100,000 shares of common stock as compensation for services to another consultant. The options vested immediately, and are exercisable for a five-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 108% and a call option value of $0.0403, was $4,031. On January 31, 2020, we granted options to purchase 250,000 shares of common stock as compensation for Director services to Dennis Hartmann. The options vested immediately as to 62,500 shares and as to an additional 62,500 shares on each of January 31, 2021, January 31, 2022, and January 31, 2023, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 238% and a call option value of $0.0683, was $17,078. The options are being expensed over the vesting period, resulting in $935 of stock-based compensation expense during the six months ended March 31, 2020. As of March 31, 2020, a total of $16,143 of unamortized expenses are expected to be expensed over the vesting period. On January 29, 2020, Edmond A. DeFrank was appointed to the Company’s Board of Directors, filling the vacancy resulting from the resignation of Dr. Cindy Orser on January 20, 2020. On January 31, 2020, we granted Mr. DeFrank options to purchase 250,000 shares of common stock as compensation for Director services. The options vested immediately as to 62,500 shares and as to an additional 62,500 shares on each of January 31, 2021, January 31, 2022, and January 31, 2023, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 238% and a call option value of $0.0683, was $17,078. The options are being expensed over the vesting period, resulting in $935 of stock-based compensation expense during the six months ended March 31, 2020. As of March 31, 2020, a total of $16,143 of unamortized expenses are expected to be expensed over the vesting period. A total of 2,541,644 options were outstanding as of March 31, 2020. During the six months ended March 31, 2020, options to purchase an aggregate total of 3,075,000 shares of common stock at a weighted average exercise price of $0.13 per share expired. |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Common Stock Warrants | Note 13 – Common Stock Warrants Warrants to purchase a total of 4,274,269 shares of common stock were outstanding as of March 31, 2020. On March 9, 2020, we granted a ten-year warrant to purchase 1,500,000 shares of common stock at a price of $0.10 per share to a consultant as compensation for services. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0467, was $70,012. On February 21, 2020, warrants to purchase 642,857 shares of common stock at $0.26 per share expired. |
Other Income (Expense)
Other Income (Expense) | 6 Months Ended |
Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | Note 14 – Other Income (Expense) Other income (expense) for the six months ended March 31, 2020 and 2019 consisted of the following: March 31, 2020 2019 Interest income $ - $ 1,250 Settlement income on note receivable - 30,000 Rental income on subleases 42,000 41,400 Interest expense (65,434 ) (28,756 ) $ (23,434 ) $ 43,894 On December 1, 2018, we received $30,000 as full settlement of a Note dated December 17, 2014, consisting of $250,000 of principal and approximately $58,125 of unpaid interest that was previously written off as uncollectible. |
Income Tax
Income Tax | 6 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 15 - Income Tax The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the six months ended March 31, 2020 and the year ended September 30, 2019, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At March 31, 2020, the Company had approximately $13,400,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2031. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at March 31, 2020 and September 30, 2019, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued. PPP Loan On May 13, 2020, the Company, through its wholly-owned subsidiary Digipath Labs, Inc., borrowed $179,920 from WebBank Corp (“Lender”), pursuant to a Promissory Note issued by Digipath Labs to Lender (the “PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note bears interest at 1.00% per annum, payable monthly beginning December 13, 2020, and is due on May 13, 2022. The PPP Note may be repaid at any time without penalty. Under the Payroll Protection Program, the Company will be eligible for loan forgiveness up to the full amount of the PPP Note and any accrued interest. The forgiveness amount will be equal to the amount that the Company spends during the 8-week period beginning May 13, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses is 25% of the amount of the PPP Note. No assurance is provided that the Company will obtain forgiveness under the PPP Note in whole or in part. The PPP Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Note. Subscriptions Payable On April 6, 2020 we issued 500,000 shares on subscriptions payable pursuant to an award dated, January 27, 2020, whereby the Company awarded 500,000 shares of common stock to a consultant for investor relations services to be performed from February 1, 2020 through July 31, 2020. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization | Organization Digipath, Inc. was incorporated in Nevada on October 5, 2010. Digipath, Inc. and its subsidiaries (“Digipath,” the “Company,” “we,” “our” or “us”) is a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supports the cannabis industry’s best practices for reliable testing, cannabis education and training. Our business units are described below. Ø Digipath Labs, Inc Ø GroSciences, Inc Ø VSSL Enterprises, Ltd |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2020: Jurisdiction of Name of Entity (1) Incorporation Relationship Digipath, Inc. (2) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc. (3) Colorado Subsidiary Digipath Labs S.A.S. (4) Colombia Subsidiary VSSL Enterprises, Ltd. (5) Canada Subsidiary (1) All entities are in the form of a corporation. (2) Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. (3) Commenced operations during the first fiscal quarter of 2019, but has not incurred income to date. (4) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. (5) Acquired on March 11, 2020. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Digipath” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. |
Segment Reporting | Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of lab testing services through our subsidiary Digipath Labs, Inc. Revenue is primarily generated through our subsidiary, Digipath Labs, Inc., which recognizes revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests basis. Revenue from the performance of those services is recognized upon completion of the tests, at which time test results are delivered to the customer, provided collectability of the fee is reasonably assured. We typically require payment within thirty days of the delivery of results. Management estimates an allowance for doubtful accounts based on the aging of its receivables. |
Inventory | Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Our products consist of handheld devices used to test cannabis for THC, CBD and CBG levels under our GroSciences, Inc. subsidiary. We have not yet commenced sales of this product. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. |
Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements | Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB established Topic 842, Leases Targeted Improvements Codification Improvements to Topic 842 Land Easement Practical Expedient for Transition to Topic 842 The new standard became effective for fiscal years beginning after December 15, 2019, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on October 1, 2019 using the modified retrospective transition approach as of the effective date of the initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before October 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits entities not to reassess under the new lease standard prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements. The most significant effects of the adoption of the new standard relate to the recognition of new ROU assets and lease labilities on our balance sheet for office operating leases and providing significant new disclosures about our leasing activities. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has also elected the short-term leases recognition exemption for all leases that qualify. This means that the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets and lease liabilities, for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for its leases. The new standard did not have a material impact. There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Entities Under Common Control and Ownership | The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2020: Jurisdiction of Name of Entity (1) Incorporation Relationship Digipath, Inc. (2) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc. (3) Colorado Subsidiary Digipath Labs S.A.S. (4) Colombia Subsidiary VSSL Enterprises, Ltd. (5) Canada Subsidiary (1) All entities are in the form of a corporation. (2) Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. (3) Commenced operations during the first fiscal quarter of 2019, but has not incurred income to date. (4) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. (5) Acquired on March 11, 2020. |
Acquisition from Affiliate (Tab
Acquisition from Affiliate (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identifiable Assets Acquired and Liabilities Assumed | According to the purchase method of accounting, the Company recognized the identifiable assets acquired and liabilities assumed as follows: March 11, 2020 Consideration: Cash $ 200,000 Fair value of 6,500,000 shares of common stock 373,750 Liabilities assumed 20,600 Total consideration $ 594,350 Fair value of identifiable assets acquired assumed: Cash $ 143 Accounts receivable 1,585 Total fair value of assets assumed 1,729 Consideration paid in excess of fair value (Goodwill) (1) $ 592,621 (1) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments at Fair Value on Recurring Basis | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of March 31, 2020 and September 30, 2019, respectively: Fair Value Measurements at March 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 89,971 $ - $ - Goodwill - - 592,621 Total assets 89,971 - 592,621 Liabilities Short term advances - 20,000 - Lease liabilities - - 307,584 Note payable, equipment financing - 279,202 - Convertible notes payable, net of discounts of $24,874 - - 1,225,126 Total liabilities - 299,202 1,532,710 $ 89,971 $ (299,202 ) $ (1,532,710 ) Fair Value Measurements at September 30, 2019 Level 1 Level 2 Level 3 Assets Cash $ 323,739 $ - $ - Total assets 323,739 - - Liabilities Convertible notes payable, net of discounts of $41,426 - - 658,574 Total liabilities - - 658,574 $ 323,739 $ - $ (658,574 ) |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at March 31, 2020 and September 30, 2019: March 31, September 30, 2020 2019 Software $ 124,697 $ 123,492 Office equipment 70,181 55,061 Furniture and fixtures 29,115 29,115 Lab equipment 1,530,339 1,118,942 Leasehold improvements 494,117 494,117 Lab equipment held under capital leases 99,193 - 2,347,642 1,820,727 Less: accumulated depreciation (1,250,284 ) (1,094,113 ) Total $ 1,097,358 $ 726,614 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: For the Six Months Ended March 31, 2020 Operating lease cost $ 104,004 Finance lease cost: Amortization of assets 9,919 Interest on lease liabilities 6,131 Sublease income (42,000 ) Total net lease cost $ 78,054 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: March 31, 2020 Operating leases: Operating lease assets $ 241,820 Current portion of operating lease liabilities $ 200,578 Noncurrent operating lease liabilities 43,200 Total operating lease liabilities $ 243,778 Finance lease: Equipment, at cost $ 99,193 Accumulated amortization (9,920 ) Equipment, net $ 89,273 Current portion of finance lease liability $ 27,611 Noncurrent finance lease liability 36,195 Total finance lease liability $ 63,806 Weighted average remaining lease term: Operating leases 1.25 years Finance leases 2.05 years Weighted average discount rate: Operating leases 5.75 % Finance lease 18.41 % |
Schedule of Supplemental Cash Flow and Other Information | Supplemental cash flow and other information related to leases was as follows: For the Six Months Ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows provided by sublet operating leases $ 42,000 Operating cash flows used for operating leases $ 93,465 Financing cash flows used for finance leases $ 35,387 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ - Total finance lease liabilities $ 99,193 |
Schedule of Future Minimum Annual Lease Commitments Under Operating Leases | Future minimum annual lease commitments under non-cancelable operating leases are as follows at March 31, 2020: Fiscal Year Ending Minimum Lease Sublease Net Lease September 30, Commitments Income Commitments 2020* $ 104,009 $ 21,000 $ 83,009 2021 148,957 - 148,957 $ 252,966 $ 21,000 $ 231,966 * Liability pertains to the remaining six month period from April 1, 2020 through September 30, 2020. |
Schedule of Future Minimum Annual Lease Payments Under Finance Lease | Future minimum annual lease payments required under the finance lease and the present value of the net minimum lease payments are as follows at March 31, 2020: Finance Leases 2020* $ 18,552 2021 37,105 2022 21,644 Total minimum lease payments 77,301 Less interest 13,495 Present value of lease liabilities 63,806 Less current portion 27,611 Long-term lease liabilities $ 36,195 * Liability pertains to the remaining six month period from April 1, 2020 through September 30, 2020. |
Note Payable, Equipment Finan_2
Note Payable, Equipment Financing (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Note payable consists of the following at March 31, 2020 and September 30, 2019, respectively: March 31, September 30, 2020 2019 On December 26, 2019, the Company financed the purchase of $377,124 of lab equipment, in part, with the proceeds of a bank loan in the amount of $291,931. The loan bears interest at the rate of 5.75% per annum and requires monthly payments of $5,622 over the five-year term of the loan ending on December 26, 2024. The Company’s obligations under this loan are secured by a lien on the purchased equipment. $ 279,202 $ - Less: current maturities (52,781 ) - Note payable $ 226,421 $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following at March 31, 2020 and September 30, 2019, respectively: March 31, September 30, 2020 2019 On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and is convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. $ 50,000 $ - On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Subordinated Convertible Promissory Note in the principal amount of $150,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and is convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. The Company’s obligations under the Note are secured by subordinated lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. 150,000 - On February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $350,000. The Note matures on August 10, 2022, bears interest at a rate of 9% per annum, and is convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. 350,000 - On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matures on September 23, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. 200,000 200,000 On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matures on December 31, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. A total of $4,066 of interest was repaid during the six months ended June 30, 2019. 350,000 350,000 On November 5, 2018, the Company received proceeds of $150,000 on a senior secured convertible note that carries an 8% interest rate, which matures on December 31, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. 150,000 150,000 Total convertible notes payable 1,250,000 700,000 Less: unamortized debt discounts (24,874 ) (41,426 ) 1,225,126 658,574 Less: current maturities (1,225,126 ) (200,000 ) Convertible notes payable $ - $ 458,574 |
Schedule of Interest Expense | The Company recognized interest expense for the six months ended March 31, 2020 and 2019, respectively, as follows: March 31, March 31, 2020 2019 Interest on capital leases $ 6,131 $ - Interest on notes payable 7,955 - Amortization of beneficial conversion features 16,552 12,986 Interest on convertible notes 34,796 15,770 Total interest expense $ 65,434 $ 28,756 |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expenses) | Other income (expense) for the six months ended March 31, 2020 and 2019 consisted of the following: March 31, 2020 2019 Interest income $ - $ 1,250 Settlement income on note receivable - 30,000 Rental income on subleases 42,000 41,400 Interest expense (65,434 ) (28,756 ) $ (23,434 ) $ 43,894 |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Significant Accounting Policies (Details Narrative) | 6 Months Ended |
Mar. 31, 2020Segment | |
Accounting Policies [Abstract] | |
Number of reportable segment | 1 |
Organization, Basis of Presen_5
Organization, Basis of Presentation and Significant Accounting Policies - Schedule of Entities Under Common Control and Ownership (Details) | 6 Months Ended | |
Mar. 31, 2020 | ||
Entities Under Common Control and Ownership One [Member] | ||
Name of Entity | Digipath, Inc. | [1],[2] |
Jurisdiction of Incorporation | Nevada | [2] |
Relationship | Parent | [2] |
Entities Under Common Control and Ownership Two [Member] | ||
Name of Entity | Digipath Labs, Inc. | [1] |
Jurisdiction of Incorporation | Nevada | |
Relationship | Subsidiary | |
Entities Under Common Control and Ownership Three [Member] | ||
Name of Entity | TNM News, Inc. | [1] |
Jurisdiction of Incorporation | Nevada | |
Relationship | Subsidiary | |
Entities Under Common Control and Ownership Four [Member] | ||
Name of Entity | GroSciences, Inc. | [1],[3] |
Jurisdiction of Incorporation | Colorado | [3] |
Relationship | Subsidiary | [3] |
Entities Under Common Control and Ownership Five [Member] | ||
Name of Entity | Digipath Labs S.A.S. | [1],[4] |
Jurisdiction of Incorporation | Colombia | [4] |
Relationship | Subsidiary | [4] |
Entities Under Common Control and Ownership Six [Member] | ||
Name of Entity | VSSL Enterprises, Ltd | [1] |
Jurisdiction of Incorporation | Canada | [5] |
Relationship | Subsidiary | [5] |
[1] | All entities are in the form of a corporation. | |
[2] | Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. | |
[3] | Commenced operations during the first fiscal quarter of 2019, but has not incurred income to date. | |
[4] | Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. | |
[5] | Acquired on March 11, 2020. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (15,785,230) | $ (14,955,660) |
Acquisition from Affiliate (Det
Acquisition from Affiliate (Details Narrative) - USD ($) | Mar. 11, 2020 | Mar. 11, 2020 | Mar. 09, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Number of shares acquired during period, shares | 6,500,000 | ||||||
Cash payment for acquired shares | $ 200,000 | $ 200,000 | |||||
Number of shares acquired during period, value | 373,750 | $ 373,750 | $ 373,750 | ||||
Consideration paid on acquisition | [1] | 592,621 | |||||
Common Stock [Member] | |||||||
Number of shares acquired during period, shares | 6,500,000 | 6,500,000 | |||||
Number of shares acquired during period, value | $ 6,500 | $ 6,500 | |||||
Common Stock [Member] | VSSL Enterprises Ltd [Member] | |||||||
Number of shares acquired during period, shares | 6,500,000 | 6,500,000 | |||||
Cash payment for acquired shares | $ 200,000 | $ 200,000 | |||||
Acquisition occured date | Mar. 11, 2020 | ||||||
Number of shares acquired during period, value | $ 373,750 | $ 373,750 | |||||
Consideration paid on acquisition | $ 592,621 | ||||||
Common Stock [Member] | VSSL Enterprises Ltd [Member] | Mr. Remenda [Member] | |||||||
Equity method ownership percentage | 45.00% | ||||||
Common Stock [Member] | VSSL Enterprises Ltd [Member] | Mr. Henry [Member] | |||||||
Equity method ownership percentage | 45.00% | ||||||
[1] | The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill. |
Acquisition from Affiliate - Sc
Acquisition from Affiliate - Schedule of Recognized Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 11, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Business Combinations [Abstract] | |||||
Cash | $ 200,000 | $ 200,000 | |||
Fair value of 6,500,000 shares of common stock | 373,750 | $ 373,750 | $ 373,750 | ||
Liabilities assumed | 20,600 | ||||
Total consideration | 594,350 | ||||
Cash | 143 | ||||
Accounts receivable | 1,585 | ||||
Total fair value of assets assumed | 1,729 | ||||
Consideration paid in excess of fair value (Goodwill)(1) | [1] | $ 592,621 | |||
[1] | The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill. |
Acquisition from Affiliate - _2
Acquisition from Affiliate - Schedule of Recognized Identifiable Assets Acquired and Liabilities Assumed (Details) (Parenthetical) | Mar. 11, 2020shares |
Business Combinations [Abstract] | |
Number of shares acquired during period, shares | 6,500,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Fair Value Disclosures [Abstract] | ||
Convertible debentures | $ 1,250,000 | $ 700,000 |
Convertible notes discounts | $ 24,874 | $ 41,426 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Short term advances | $ 20,000 | |
Lease liabilities | 243,778 | |
Note payable, equipment financing | 226,421 | |
Convertible notes payable, net of discounts of $24,874 and $41,426 | 1,225,126 | 658,574 |
Level 1 [Member] | ||
Cash | 89,971 | 323,739 |
Goodwill | ||
Total assets | 89,971 | 323,739 |
Short term advances | ||
Lease liabilities | ||
Note payable, equipment financing | ||
Convertible notes payable, net of discounts of $24,874 and $41,426 | ||
Total liabilities | ||
Total | 89,971 | 323,739 |
Level 2 [Member] | ||
Cash | ||
Goodwill | ||
Total assets | ||
Short term advances | 20,000 | |
Lease liabilities | ||
Note payable, equipment financing | 279,202 | |
Convertible notes payable, net of discounts of $24,874 and $41,426 | ||
Total liabilities | 299,202 | |
Total | (299,202) | |
Level 3 [Member] | ||
Cash | ||
Goodwill | 592,621 | |
Total assets | 592,621 | |
Short term advances | ||
Lease liabilities | 307,584 | |
Note payable, equipment financing | ||
Convertible notes payable, net of discounts of $24,874 and $41,426 | 1,225,126 | 658,574 |
Total liabilities | 1,532,710 | 658,574 |
Total | $ (1,532,710) | $ (658,574) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Financial Instruments at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Fair Value Disclosures [Abstract] | ||
Convertible notes discounts | $ 24,874 | $ 41,426 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Receivables [Abstract] | ||
Accounts receivable | $ 275,591 | $ 179,256 |
Allowance for uncollectible accounts | $ 214,311 | $ 50,540 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 156,171 | $ 128,771 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Property, Plant and Equipment [Abstract] | ||
Software | $ 124,697 | $ 123,492 |
Office equipment | 70,181 | 55,061 |
Furniture and fixtures | 29,115 | 29,115 |
Lab equipment | 1,530,339 | 1,118,942 |
Leasehold improvements | 494,117 | 494,117 |
Lab equipment held under capital leases | 99,193 | |
Fixed assets, gross | 2,347,642 | 1,820,727 |
Less: accumulated depreciation | (1,250,284) | (1,094,113) |
Total | $ 1,097,358 | $ 726,614 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) | 6 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 104,004 |
Amortization of assets | 9,919 |
Interest on lease liabilities | 6,131 |
Sublease income | (42,000) |
Total net lease cost | $ 78,054 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Leases [Abstract] | ||
Operating lease assets | $ 241,820 | |
Current portion of operating lease liabilities | 200,578 | |
Noncurrent operating lease liabilities | 43,200 | |
Total operating lease liabilities | 243,778 | |
Equipment, at cost | 99,193 | |
Accumulated amortization | (9,920) | |
Equipment, net | 89,273 | |
Current portion of finance lease liability | 27,611 | |
Noncurrent finance lease liability | 36,195 | |
Total finance lease liability | $ 63,806 | |
Weighted average remaining lease term: Operating leases | 1 year 2 months 30 days | |
Weighted average remaining lease term: Finance leases | 2 years 18 days | |
Weighted average discount rate: Operating leases | 5.75% | |
Weighted average discount rate: Finance lease | 18.41% |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow and Other Information (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows provided by sublet operating leases | $ 42,000 | |
Operating cash flows used for operating leases | 93,465 | |
Financing cash flows used for finance leases | 35,387 | |
Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities | ||
Leased assets obtained in exchange for lease liabilities: Total finance lease liabilities | $ 99,193 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Annual Lease Commitments Under Operating Leases (Details) | Mar. 31, 2020USD ($) | |
2020 | $ 83,009 | [1] |
2021 | 148,957 | |
Operating leases | 231,966 | |
Minimum Lease Commitments [Member] | ||
2020 | 104,009 | [1] |
2021 | 148,957 | |
Operating leases | 252,966 | |
Sublease Income [Member] | ||
2020 | 21,000 | [1] |
2021 | ||
Operating leases | $ 21,000 | |
[1] | Liability pertains to the remaining six month period from April 1, 2020 through September 30, 2020. |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Annual Lease Payments Under Finance Lease (Details) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | |||
2020 | [1] | $ 18,552 | |
2021 | 37,105 | ||
2022 | 21,644 | ||
Total minimum lease payments | 77,301 | ||
Less interest | 13,495 | ||
Present value of lease liabilities | 63,806 | ||
Less current portion | 27,611 | ||
Long-term lease liabilities | $ 36,195 | ||
[1] | Liability pertains to the remaining six month period from April 1, 2020 through September 30, 2020. |
Short Term Advances (Details Na
Short Term Advances (Details Narrative) - USD ($) | Dec. 26, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Debt Instrument [Line Items] | |||
Short-term loan | $ 25,000 | ||
One Convertible Noteholder [Member] | |||
Debt Instrument [Line Items] | |||
Short-term loan | $ 25,000 |
Note Payable, Equipment Finan_3
Note Payable, Equipment Financing (Details Narrative) | 6 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Disclosure [Abstract] | |
Interest expense | $ 7,955 |
Note Payable, Equipment Finan_4
Note Payable, Equipment Financing - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Debt Disclosure [Abstract] | ||
Note payable gross | $ 279,202 | |
Less: current maturities | (52,781) | |
Note payable | $ 226,421 |
Note Payable, Equipment Finan_5
Note Payable, Equipment Financing - Schedule of Notes Payable (Details) (Parenthetical) - Note Payable [Member] | Dec. 26, 2019USD ($) |
Payments for lab equipment | $ 377,124 |
Proceeds from bank loan | $ 291,931 |
Debt instrument interest percentage | 5.75% |
Debt instrument periodic payment | $ 5,622 |
Debt instrument term | 5 years |
Debt instrument maturity date | Dec. 26, 2024 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 30, 2020 | Sep. 30, 2019 | |
Convertible notes discounts | $ 24,874 | $ 41,426 | ||
Debt amortization expense | 16,552 | $ 12,986 | ||
Convertible notes interest expense | 34,796 | $ 15,770 | ||
Convertible Notes Payable [Member] | ||||
Convertible notes discounts | $ 70,964 | |||
Maximum Share Amount [Member] | ||||
Maximum amount owned percentage of issued and outstanding common shares | 4.99% |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Total convertible notes payable | $ 1,250,000 | $ 700,000 |
Less: unamortized debt discounts | (24,874) | (41,426) |
Total convertible debt | 1,225,126 | 658,574 |
Less: current maturities | (1,225,126) | (200,000) |
Convertible notes payable | 458,574 | |
Convertible Notes Payable One [Member] | ||
Total convertible notes payable | 50,000 | |
Convertible Notes Payable Two [Member] | ||
Total convertible notes payable | 150,000 | |
Convertible Notes Payable Three [Member] | ||
Total convertible notes payable | 350,000 | |
Convertible Notes Payable Four [Member] | ||
Total convertible notes payable | 200,000 | 200,000 |
Convertible Notes Payable Five [Member] | ||
Total convertible notes payable | 350,000 | 350,000 |
Convertible Notes Payable Six [Member] | ||
Total convertible notes payable | $ 150,000 | $ 150,000 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Feb. 11, 2020 | Feb. 11, 2020 | Feb. 10, 2020 | Sep. 23, 2019 | Nov. 08, 2018 | Nov. 05, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 |
Proceeds from convertible note | $ 550,000 | $ 500,000 | |||||||
Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||
Proceeds from convertible note | $ 50,000 | $ 350,000 | |||||||
Debt carries interest rate | 9.00% | 9.00% | 9.00% | ||||||
Debt maturity date | Aug. 11, 2022 | Aug. 10, 2022 | |||||||
Conversion price per share | $ 0.15 | $ 0.15 | $ 0.15 | ||||||
Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||
Proceeds from convertible note | $ 150,000 | ||||||||
Debt carries interest rate | 9.00% | 9.00% | |||||||
Debt maturity date | Aug. 11, 2022 | ||||||||
Conversion price per share | $ 0.15 | $ 0.15 | |||||||
Senior Secured Convertible Note [Member] | |||||||||
Proceeds from convertible note | $ 200,000 | $ 350,000 | $ 150,000 | ||||||
Debt carries interest rate | 8.00% | 8.00% | 8.00% | ||||||
Debt maturity date | Sep. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | ||||||
Conversion price per share | $ 0.11 | $ 0.14 | $ 0.14 | ||||||
Interest repaid | $ 4,066 |
Convertible Notes Payable - S_3
Convertible Notes Payable - Schedule of Interest Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Disclosure [Abstract] | ||||
Interest on capital leases | $ 6,131 | |||
Interest on notes payable | 7,955 | |||
Amortization of beneficial conversion features | 16,552 | 12,986 | ||
Interest on convertible notes | 34,796 | 15,770 | ||
Total interest expense | $ 35,873 | $ 18,003 | $ 65,434 | $ 28,756 |
Changes in Stockholders' Equi_2
Changes in Stockholders' Equity (Details Narrative) - USD ($) | Mar. 25, 2020 | Mar. 11, 2020 | Mar. 11, 2020 | Mar. 09, 2020 | Feb. 10, 2020 | Jan. 27, 2020 | Jan. 16, 2020 | Dec. 25, 2019 | Jun. 25, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | May 11, 2020 | Sep. 30, 2019 |
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares issued | 1,325,942 | 1,325,942 | 1,325,942 | ||||||||||||
Preferred stock, shares outstanding | 1,325,942 | 1,325,942 | 1,325,942 | ||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Common stock authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||
Common stock, shares issued | 56,737,672 | 56,737,672 | 48,361,433 | ||||||||||||
Common stock, shares outstanding | 56,737,672 | 56,737,672 | 48,361,433 | ||||||||||||
Number of shares acquired during period, shares | 6,500,000 | ||||||||||||||
Cash payment for acquired shares | $ 200,000 | $ 200,000 | |||||||||||||
Number of shares acquired during period, value | $ 373,750 | $ 373,750 | 373,750 | ||||||||||||
Common stock issued for services, value | 29,963 | $ 61,339 | $ 54,713 | $ 210,615 | |||||||||||
Stock-based compensation expense | 108,300 | ||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock issued for services | 248,756 | 171,233 | |||||||||||||
Common stock issued for services, value | $ 15,000 | $ 15,000 | |||||||||||||
Unamortized expenses expected to be expensed | $ 23,232 | ||||||||||||||
Consultant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock issued for services | 500,000 | ||||||||||||||
Stock-based compensation expense | $ 1,776 | $ 13,187 | $ 9,750 | ||||||||||||
Issuance of common stock for compensation, shares | 750,000 | 500,000 | 300,000 | ||||||||||||
Unamortized expenses expected to be expensed | $ 43,524 | $ 24,313 | |||||||||||||
Consultant [Member] | March 25, 2020 through August 25, 2020 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock issued for services | 750,000 | ||||||||||||||
Common stock issued for services, value | $ 45,300 | ||||||||||||||
Consultant [Member] | February 1, 2020 through July 31, 2020 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock issued for services | 500,000 | ||||||||||||||
Common stock issued for services, value | $ 37,500 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares sold, during period | 81,250 | 625,000 | |||||||||||||
Proceeds from sale of stock | $ 6,500 | $ 50,000 | |||||||||||||
Number of shares acquired during period, shares | 6,500,000 | 6,500,000 | |||||||||||||
Number of shares acquired during period, value | $ 6,500 | $ 6,500 | |||||||||||||
Common stock issued for services | 998,756 | 252,439 | 1,169,989 | 1,264,352 | |||||||||||
Common stock issued for services, value | $ 999 | $ 253 | $ 1,171 | $ 1,265 | |||||||||||
Common Stock [Member] | VSSL Enterprises Ltd [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares acquired during period, shares | 6,500,000 | 6,500,000 | |||||||||||||
Cash payment for acquired shares | $ 200,000 | $ 200,000 | |||||||||||||
Number of shares acquired during period, value | $ 373,750 | $ 373,750 | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares issued | 57,237,672 | ||||||||||||||
Common stock, shares outstanding | 57,237,672 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 | |||||||||||||
Preferred stock, shares designated remaining | 4,000,000 | 4,000,000 | |||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares issued | 1,325,942 | 1,325,942 | |||||||||||||
Preferred stock, shares outstanding | 1,325,942 | 1,325,942 | |||||||||||||
Preferred stock convertible into common stock shares | 6,629,710 | 6,629,710 | |||||||||||||
Percentage of equity beneficial ownership | 4.99% | 4.99% |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | Mar. 25, 2020 | Mar. 09, 2020 | Feb. 18, 2020 | Jan. 31, 2020 | Jan. 29, 2020 | Jan. 27, 2020 | Jun. 25, 2019 | Jun. 21, 2016 | Mar. 31, 2020 |
Stock Options [Member] | |||||||||
Number of options granted to purchase shares of common stock | 3,075,000 | ||||||||
Options exercise price per share | $ 0.13 | ||||||||
Number of options outstanding | 2,541,644 | ||||||||
Chief Financial Officer [Member] | |||||||||
Options exercisable period | 10 years | ||||||||
Number of options granted to purchase shares of common stock | 500,000 | ||||||||
Number of options vested during period | 166,667 | ||||||||
Stock remaining options vesting period | 24 months | ||||||||
Options exercise price per share | $ 0.10 | ||||||||
Stock option, volatility rate | 110.00% | ||||||||
Stock option, call option per share | $ 0.0468 | ||||||||
Stock option call option, value | $ 23,425 | ||||||||
Stock based compensation expense | $ 193 | ||||||||
Unamortized expenses expected to be expensed | 23,232 | ||||||||
Chief Executive Officer [Member] | |||||||||
Options exercisable period | 10 years | ||||||||
Number of options granted to purchase shares of common stock | 750,000 | ||||||||
Number of options vested during period | 250,000 | ||||||||
Stock remaining options vesting period | 24 months | ||||||||
Options exercise price per share | $ 0.10 | ||||||||
Stock option, volatility rate | 110.00% | ||||||||
Stock option, call option per share | $ 0.0499 | ||||||||
Stock option call option, value | $ 37,420 | ||||||||
Stock based compensation expense | 1,128 | ||||||||
Unamortized expenses expected to be expensed | 36,292 | ||||||||
Chief Operating Officer [Member] | |||||||||
Options exercisable period | 10 years | ||||||||
Number of options granted to purchase shares of common stock | 750,000 | ||||||||
Number of options vested during period | 250,000 | ||||||||
Stock remaining options vesting period | 24 months | ||||||||
Options exercise price per share | $ 0.10 | ||||||||
Stock option, volatility rate | 1.10% | ||||||||
Stock option, call option per share | $ 0.0499 | ||||||||
Stock option call option, value | $ 37,420 | ||||||||
Stock based compensation expense | 1,128 | ||||||||
Unamortized expenses expected to be expensed | 36,292 | ||||||||
Chairman of Board of Directors [Member] | |||||||||
Options exercisable period | 10 years | ||||||||
Number of options granted to purchase shares of common stock | 1,000,000 | ||||||||
Number of options vested during period | 333,333 | ||||||||
Stock remaining options vesting period | 24 months | ||||||||
Options exercise price per share | $ 0.10 | ||||||||
Stock option, volatility rate | 1.10% | ||||||||
Stock option, call option per share | $ 0.0499 | ||||||||
Stock option call option, value | $ 49,894 | ||||||||
Stock based compensation expense | 1,504 | ||||||||
Unamortized expenses expected to be expensed | 48,390 | ||||||||
Consultant [Member] | |||||||||
Options exercisable period | 5 years | ||||||||
Number of options granted to purchase shares of common stock | 100,000 | ||||||||
Options exercise price per share | $ 0.10 | ||||||||
Stock option, volatility rate | 108.00% | ||||||||
Stock option, call option per share | $ 0.0403 | ||||||||
Stock option call option, value | $ 4,031 | ||||||||
Unamortized expenses expected to be expensed | $ 43,524 | $ 24,313 | |||||||
Another Consultant [Member] | |||||||||
Options exercisable period | 5 years | ||||||||
Number of options granted to purchase shares of common stock | 100,000 | ||||||||
Options exercise price per share | $ 0.10 | ||||||||
Stock option, volatility rate | 108.00% | ||||||||
Stock option, call option per share | $ 0.0403 | ||||||||
Stock option call option, value | $ 4,031 | ||||||||
Dennis Hartmann [Member] | |||||||||
Options exercisable period | 10 years | ||||||||
Number of options granted to purchase shares of common stock | 250,000 | ||||||||
Number of options vested during period | 62,500 | ||||||||
Options exercise price per share | $ 0.10 | ||||||||
Stock option, volatility rate | 238.00% | ||||||||
Stock option, call option per share | $ 0.0683 | ||||||||
Stock option call option, value | $ 17,078 | ||||||||
Stock based compensation expense | 935 | ||||||||
Unamortized expenses expected to be expensed | 16,143 | ||||||||
Dennis Hartmann [Member] | January 31, 2021 [Member] | |||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||
Dennis Hartmann [Member] | January 31, 2022 [Member] | |||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||
Dennis Hartmann [Member] | January 31, 2023 [Member] | |||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||
Edmond A.DeFrank [Member] | |||||||||
Options exercisable period | 10 years | ||||||||
Number of options granted to purchase shares of common stock | 250,000 | ||||||||
Number of options vested during period | 62,500 | ||||||||
Options exercise price per share | $ 0.10 | ||||||||
Stock option, volatility rate | 238.00% | ||||||||
Stock option, call option per share | $ 0.0683 | ||||||||
Stock option call option, value | $ 17,078 | ||||||||
Stock based compensation expense | 935 | ||||||||
Unamortized expenses expected to be expensed | $ 16,143 | ||||||||
Edmond A.DeFrank [Member] | January 31, 2022 [Member] | |||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||
Edmond A.DeFrank [Member] | January 31, 2023 [Member] | |||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||
Edmond A.DeFrank [Member] | January 31, 2021 [Member] | |||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||
2012 Stock Incentive Plan [Member] | |||||||||
Number of shares issued under stock plan | 11,500,000 | ||||||||
Options exercisable period | 10 years |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | Mar. 09, 2020USD ($)$ / sharesshares | Mar. 31, 2020shares | Feb. 21, 2020$ / sharesshares |
Number of warrant to purchase of common stock shares | shares | 4,274,269 | ||
Warrant [Member] | |||
Number of warrant to purchase of common stock shares | shares | 1,500,000 | 642,857 | |
Warrants exercise price per share | $ / shares | $ 0.10 | $ 0.26 | |
Warrants, call option, per share | $ / shares | $ 0.0467 | ||
Warrants, call option, value | $ | $ 70,012 | ||
Warrant [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants, measurement input | 110 |
Other Income (Expense) - (Detai
Other Income (Expense) - (Details Narrative) - USD ($) | Dec. 01, 2018 | Mar. 31, 2020 | Mar. 31, 2019 |
Settlement income on note receivable | $ 30,000 | ||
December 17, 2014 Note [Member] | |||
Settlement income on note receivable | $ 30,000 | ||
Debt instrument face amount | 250,000 | ||
Unpaid interest | $ 58,125 |
Other Income (Expense) - Schedu
Other Income (Expense) - Schedule of Other Income (Expenses) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ 1,250 | |||
Settlement income on note receivable | 30,000 | |||
Rental income on subleases | 42,000 | 41,400 | ||
Interest expense | $ (35,873) | $ (18,003) | (65,434) | (28,756) |
Other income (expense) | $ (23,434) | $ 43,894 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | 6 Months Ended |
Mar. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 13,400,000 |
Operating loss expiration year | 2031 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 13, 2020 | Apr. 06, 2020 | Jan. 27, 2020 |
Consultant [Member] | |||
Number of shares issued for services | 500,000 | ||
Subsequent Event [Member] | |||
Number of shares issued of subscriptions payable | 500,000 | ||
Subsequent Event [Member] | WebBank Corp [Member] | PPP Note [Member] | CARES Act [Member] | |||
Proceeds from debt | $ 179,920 | ||
Debt interest rate | 1.00% | ||
Debt maturity date | May 13, 2022 | ||
Percentage of loan forgiveness for non-payroll expenses | 25.00% |