Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2020 | Feb. 12, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Digipath, Inc. | |
Entity Central Index Key | 0001502966 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 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 | 64,065,390 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Current assets: | ||
Cash | $ 79,070 | $ 82,749 |
Accounts receivable, net | 130,259 | 242,145 |
Other current assets | 45,222 | 53,673 |
Deposits | 18,675 | 18,675 |
Total current assets | 273,226 | 397,242 |
Right-of-use asset | 483,200 | 505,706 |
Fixed assets, net | 802,140 | 885,405 |
Total Assets | 1,558,566 | 1,788,353 |
Current liabilities: | ||
Accounts payable | 460,088 | 387,946 |
Accrued expenses | 159,887 | 163,152 |
Short term advances | 50,112 | 50,112 |
Current portion of operating lease liabilities | 86,889 | 84,731 |
Current portion of finance lease liabilities | 34,053 | 32,532 |
Current maturities of notes payable | 55,102 | 54,317 |
Total current liabilities | 846,131 | 772,790 |
Non-current liabilities: | ||
Operating lease liabilities | 401,170 | 423,752 |
Finance lease liabilities | 11,912 | 20,379 |
Notes payable | 404,833 | 418,907 |
Convertible notes payable, net of discounts of $-0- and $8,322 at December 31, 2020 and September 30, 2020, respectively | 1,200,000 | 1,241,678 |
Total non-current liabilities | 2,017,915 | 2,104,716 |
Total Liabilities | 2,864,046 | 2,877,506 |
Stockholders' Equity (Deficit): | ||
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; 64,065,390 and 58,270,567 shares issued and outstanding at December 31, 2020 and September 30, 2020, respectively | 64,065 | 58,271 |
Additional paid-in capital | 16,284,916 | 16,116,400 |
Accumulated (deficit) | (17,655,787) | (17,265,150) |
Total Stockholders' Equity (Deficit) | (1,305,480) | (1,089,153) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,558,566 | $ 1,788,353 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Convertible notes payable discounts non-current | $ 0 | $ 8,322 | $ 8,322 |
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 | 64,065,390 | 58,270,567 | |
Common stock, shares outstanding | 64,065,390 | 58,270,567 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 500,385 | $ 808,930 |
Cost of sales | 420,885 | 405,481 |
Gross profit | 79,500 | 403,449 |
Operating expenses: | ||
General and administrative | 225,050 | 388,432 |
Professional fees | 114,544 | 183,633 |
Bad debts expense | 88,170 | 43,250 |
Total operating expenses | 427,764 | 615,315 |
Operating loss | (348,264) | (211,866) |
Other income (expense): | ||
Other income | 21,000 | |
Interest expense | (42,373) | (29,561) |
Total other income (expense) | (42,373) | (8,561) |
Net loss | $ (390,637) | $ (220,427) |
Weighted average number of common shares outstanding - basic and fully diluted | 58,423,853 | 48,372,600 |
Net loss per share - basic and fully diluted | $ (0.01) | $ 0 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated (Deficit) [Member] | Total |
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 issued for services | $ 172 | 24,578 | 24,750 | ||
Common stock issued for services, shares | 171,233 | ||||
Common stock options issued for services | 17,677 | 17,677 | |||
Net loss | (220,427) | (220,427) | |||
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 | |||
Balance at Sep. 30, 2020 | $ 1,326 | $ 58,271 | 16,116,400 | (17,265,150) | (1,089,153) |
Balance, shares at Sep. 30, 2020 | 1,325,942 | 58,270,567 | |||
Common stock sold for cash | $ 900 | 19,350 | 20,250 | ||
Common stock sold for cash, shares | 900,000 | ||||
Common stock issued for debt conversions | $ 3,666 | 106,334 | 110,000 | ||
Common stock issued for debt conversions, shares | 3,666,668 | ||||
Common stock issued for services | $ 1,228 | 25,772 | 27,000 | ||
Common stock issued for services, shares | 1,228,155 | ||||
Common stock options issued for services | 17,060 | 17,060 | |||
Net loss | (390,637) | (390,637) | |||
Balance at Dec. 31, 2020 | $ 1,326 | $ 64,065 | $ 16,284,916 | $ (17,655,787) | $ (1,305,480) |
Balance, shares at Dec. 31, 2020 | 1,325,942 | 64,065,390 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (390,637) | $ (220,427) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in allowance for doubtful accounts | 88,170 | 43,250 |
Depreciation and amortization expense | 83,265 | 70,874 |
Stock issued for services | 27,000 | 24,750 |
Options and warrants granted for services | 17,060 | 17,677 |
Amortization of debt discounts | 8,322 | 8,321 |
Decrease (increase) in assets: | ||
Accounts receivable | 23,716 | (146,062) |
Other current assets | 8,451 | 19,663 |
Inventory | (37,900) | |
Deposits | 26,057 | |
Right-of-use assets | 22,506 | 47,376 |
Increase (decrease) in liabilities: | ||
Accounts payable | 72,142 | 77,842 |
Accrued expenses | (3,265) | (48,947) |
Lease liabilities | (20,424) | (46,398) |
Net cash used in operating activities | (63,694) | (163,924) |
Cash flows from investing activities | ||
Purchase of fixed assets | (90,315) | |
Net cash used in investing activities | (90,315) | |
Cash flows from financing activities | ||
Proceeds from short term advances | 25,000 | |
Principal payments on finance lease | (6,946) | (25,843) |
Principal payments on note payable, equipment financing | (13,289) | |
Proceeds from convertible notes | 60,000 | |
Proceeds from sale of common stock | 20,250 | |
Net cash provided by (used in) financing activities | 60,015 | (843) |
Net decrease in cash | (3,679) | (255,082) |
Cash - beginning | 82,749 | 323,739 |
Cash - ending | 79,070 | 68,657 |
Supplemental disclosures: | ||
Interest paid | 14,179 | 7,125 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Fixed assets acquired with capitalized finance lease | 99,193 | |
Fixed assets acquired with note payable, equipment financing | 291,931 | |
Value of shares issued for conversion of debt | $ 110,000 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Dec. 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 mission is to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Digipath has been operating a cannabis-testing lab in Nevada since 2015 and hopes to open labs in other states and countries that have legalized the sale of cannabis, beginning with California or Arizona. 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, 2020. 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 December 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 Digipath Labs S.A.S. (3) Colombia Subsidiary VSSL Enterprises, Ltd. (4) 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) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. (4) 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. 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 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 | 3 Months Ended |
Dec. 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 $17,655,787, negative working capital of $572,905, and as of December 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions Common Stock Sold for Cash On December 30, 2020, the Company sold 900,000 shares of its common stock to its Chairman of the Board in exchange for proceeds of $20,250. Common Stock Issued for Services On December 25, 2020, the Company issued 728,155 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Dec. 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 December 31, 2020 and September 30, 2020, respectively: Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 79,070 $ - $ - Total assets 79,070 - - Liabilities Short term advances - 50,112 - Lease liabilities - - 534,024 Notes payable - 459,935 - Convertible notes payable - - 1,200,000 Total liabilities - 510,047 1,734,024 $ 79,070 $ (510,047 ) $ (1,734,024 ) Fair Value Measurements at September 30, 2020 Level 1 Level 2 Level 3 Assets Cash $ 82,749 $ - $ - Total assets 82,749 - - Liabilities Short term advances - 50,112 - Lease liabilities - - 561,394 Notes payable - 473,224 - Convertible notes payable, net of discounts of $8,322 - - 1,241,678 Total liabilities - 523,336 1,803,072 $ 82,749 $ (523,336 ) $ (1,803,072 ) 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 lease liabilities and a total of $1,200,000 of convertible debentures and $1,250,000 of convertible debentures, net of discounts of $8,322, as of December 31, 2020 and September 30, 2020, respectively. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended December 31, 2020 or the year ended September 30, 2020. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable Accounts receivable was $130,259 and $242,145 at December 31, 2020 and September 30, 2020, respectively, net of allowance for uncollectible accounts of $216,302 and $128,944 at December 31, 2020 and September 30, 2020, respectively. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Dec. 31, 2020 | |
Other Current Assets | |
Other Current Assets | Note 6 – Other Current Assets Other current assets consist of the following: December 31, September 30, 2020 2020 Prepaid expenses $ 39,901 $ 48,151 Other receivable 5,321 5,522 Total other current assets $ 45,222 $ 53,673 |
Fixed Assets
Fixed Assets | 3 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 7 – Fixed Assets Fixed assets consist of the following at December 31, 2020 and September 30, 2020: December 31, September 30, 2020 2020 Software $ 124,697 $ 124,697 Office equipment 74,777 74,777 Furniture and fixtures 29,879 29,879 Lab equipment 1,398,716 1,398,716 Leasehold improvements 494,117 494,117 Lab equipment held under capital leases 99,193 99,193 2,221,379 2,221,379 Less: accumulated depreciation (1,419,239 ) (1,335,974 ) Total $ 802,140 $ 885,405 Depreciation and amortization expense totaled $83,265 and $70,874 for the three months ended December 31, 2020 and 2019, respectively. |
Leases
Leases | 3 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 8 – Leases The Company leases its operating and office facility under a non-cancelable real property lease agreement that expires on August 31, 2025. 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 real property lease contains 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 Three Months Ended December 31, 2020 Operating lease cost $ 29,718 Finance lease cost: Amortization of assets 6,946 Interest on lease liabilities 2,330 Total lease cost $ 38,994 Supplemental balance sheet information related to leases was as follows: December 31, 2020 Operating leases: Operating lease assets $ 483,200 Current portion of operating lease liabilities $ 86,889 Noncurrent operating lease liabilities 401,170 Total operating lease liabilities $ 488,059 Finance lease: Equipment, at cost $ 99,193 Accumulated amortization (24,798 ) Equipment, net $ 74,395 Current portion of finance lease liability $ 34,053 Noncurrent finance lease liability 11,912 Total finance lease liability $ 45,965 Weighted average remaining lease term: Operating leases 4.67 years Finance leases 1.30 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 Three Months Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 20,424 Financing cash flows used for finance leases $ 6,946 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ 528,616 Total finance lease liabilities $ 99,193 The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases as of December 31, 2020: Fiscal Year Ending Minimum Lease September 30, Commitments 2021* $ 84,147 2022 115,550 2023 119,468 2024 123,543 2025 116,891 $ 559,599 * Liability pertains to the remaining nine month period from January 1, 2021 through September 30, 2021. Future minimum annual lease payments required under the finance lease and the present value of the net minimum lease payments are as follows at December 31, 2020: Finance Leases 2021* $ 30,921 2022 21,644 Total minimum lease payments 52,565 Less interest 6,600 Present value of lease liabilities 45,965 Less current portion 34,053 Long-term lease liabilities $ 11,912 * Liability pertains to the remaining nine month period from January 1, 2021 through September 30, 2021. |
Short Term Advances
Short Term Advances | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Short Term Advances | Note 9 – Short Term Advances Short term advances consist of the following at December 31, 2020 and September 30, 2019, respectively: December 31, September 30, 2020 2020 On July 20, 2020, we received $30,112 as a short-term loan from one of our convertible noteholders. The loan bears interest at the rate of 8.0% per annum. $ 30,112 $ 30,112 On January 21, 2020, we received $20,000 as a short-term loan from one of our convertible noteholders. No interest expense was recognized. 20,000 20,000 On December 26, 2019, we received $25,000 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. - - Total short term advances $ 50,112 $ 50,112 The Company recorded interest expense pursuant to the stated interest rates on the short term loans in the amount of $1,023 for the three months ended December 31, 2020. |
Notes Payable
Notes Payable | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 10 –Notes Payable Notes payable consists of the following at December 31, 2020 and September 30, 2019, respectively: December 31, September 30, 2020 2020 On June 22, 2020, the Company, borrowed $40,114 from Cross River Bank, pursuant to a Promissory Note issued by the Company to Cross River Bank (the “Company 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 “Payroll Protection Program”). The Company PPP Note carried interest at 1.00% per annum, payable monthly beginning December 22, 2020, and was due on June 22, 2025. The Digipath, Inc. Subsequent to the end of the quarter ended December 31, 2021, PPP Note and interest was forgiven by the Small Business Administration (“SBA”) on January 12, 2021. $ 40,114 $ 40,114 On May 13, 2020, the Company, through its wholly-owned subsidiary Digipath Labs, Inc. (“Labs”), borrowed $179,920 from WebBank Corp, pursuant to a Promissory Note issued by Labs to WebBank Corp (the “Labs PPP Note”). The loan was made pursuant to the Payroll Protection Program. The Labs PPP Note bears interest at 1.00% per annum, payable monthly beginning December 13, 2020, and is due on May 13, 2022. The Labs PPP Note may be repaid at any time without penalty. 179,920 179,920 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. 239,901 253,190 Total notes payable 459,935 473,224 Less: current maturities (55,102 ) (54,317 ) Notes payable $ 404,833 $ 418,907 The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $4,131 and $3,819 during the three months ended December 31, 2020 and 2019, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 11 – Convertible Notes Payable Convertible notes payable consists of the following at December 31, 2020 and September 30, 2020, respectively: December 31, September 30, 2020 2020 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 was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. 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. On December 29, 2020, the note holder converted $10,000 of principal into 333,334 shares of common stock at a conversion price of $0.03 per share. $ 50,000 $ 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 was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds and the promissory note was increased to $200,000. 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. On December 29, 2020, the note holder converted $50,000 of principal into 1,666,667 shares of common stock at a conversion price of $0.03 per share. 150,000 150,000 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 was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds that were received on January 4, 2021, and the promissory note was increased to $400,000. 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. On December 29, 2020, the note holder converted $50,000 of principal into 1,666,667 shares of common stock at a conversion price of $0.03 per share. 300,000 350,000 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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 year ended September 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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 1,200,000 1,250,000 Less: unamortized debt discounts - (8,322 ) 1,200,000 1,241,678 Less: current maturities - - Convertible notes payable $ 1,200,000 $ 1,241,678 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. 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 $-0- and $8,322 during the three months ended December 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 $26,567 and $14,115 for the three months ended December 31, 2020 and 2019, respectively. The Company recognized interest expense for the three months ended December 31, 2020 and 2019, respectively, as follows: December 31, December 31, 2020 2019 Interest on short term loans $ 1,023 $ - Interest on capital leases 2,330 3,306 Interest on notes payable 4,131 3,819 Amortization of beneficial conversion features 8,322 8,321 Interest on convertible notes 26,567 14,115 Total interest expense $ 42,373 $ 29,561 |
Changes in Stockholders' Equity
Changes in Stockholders' Equity | 3 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Changes in Stockholders' Equity | Note 12 - 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 December 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 December 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 64,065,390 shares were issued and outstanding as of February 12, 2021. Common Stock Sales On December 30, 2020, the Company sold 900,000 shares of its common stock to its Chairman of the Board in exchange for proceeds of $20,250. Debt Conversions On December 29, 2020, the three holders of the Company’s 9% Secured Convertible Notes converted debt in the aggregate original principal amount of $110,000 into an aggregate of 3,666,668 shares at a conversion price of $0.03 per share. Common Stock Issued for Services On December 28, 2020, the Company issued 500,000 shares of common stock to a consultant for services rendered pursuant to his consulting agreement. The aggregate fair value of the common stock was $12,000 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 December 25, 2020, the Company issued 728,155 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 $17,060 of stock-based compensation expense was recognized from the amortization of options and warrants over their vesting period during the three months ended December 31, 2020. |
Common Stock Options
Common Stock Options | 3 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options | Note 13 – 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. A total of 2,820,000 options were outstanding as of December 31, 2020. During the three months ended December 31, 2020, options to purchase an aggregate total of 750,000 shares of common stock at a weighted average exercise price of $0.10 per share expired. |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock Warrants | Note 14 – Common Stock Warrants Warrants to purchase a total of 3,877,024 shares of common stock were outstanding as of December 31, 2020. During the three months ended December 31, 2020, warrants to purchase an aggregate total of 397,245 shares of common stock at a weighted average exercise price of $0.26 per share expired. |
Other Income (Expense)
Other Income (Expense) | 3 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | Note 15 – Other Income (Expense) Other income (expense) for the three months ended December 31, 2020 and 2019 consisted of the following: December 31, 2020 2019 Rental income on subleases $ - $ 21,000 Interest expense (42,373 ) (29,561 ) $ (42,373 ) $ (8,561 ) |
Income Tax
Income Tax | 3 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 16 - 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 three months ended December 31, 2020 and the year ended September 30, 2020, 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 December 31, 2020, the Company had approximately $13,056,000 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 December 31, 2020 and September 30, 2020, 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 | 3 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events Debt Forgiveness On January 12, 2021, the Company PPP Note and interest in the principal amount of $40,114 was forgiven under the Payroll Protection Program. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 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 mission is to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Digipath has been operating a cannabis-testing lab in Nevada since 2015 and hopes to open labs in other states and countries that have legalized the sale of cannabis, beginning with California or Arizona. |
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, 2020. 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 December 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 Digipath Labs S.A.S. (3) Colombia Subsidiary VSSL Enterprises, Ltd. (4) 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) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. (4) 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. |
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 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) | 3 Months Ended |
Dec. 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 December 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 Digipath Labs S.A.S. (3) Colombia Subsidiary VSSL Enterprises, Ltd. (4) 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) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. (4) Acquired on March 11, 2020. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Dec. 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 December 31, 2020 and September 30, 2020, respectively: Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 79,070 $ - $ - Total assets 79,070 - - Liabilities Short term advances - 50,112 - Lease liabilities - - 534,024 Notes payable - 459,935 - Convertible notes payable - - 1,200,000 Total liabilities - 510,047 1,734,024 $ 79,070 $ (510,047 ) $ (1,734,024 ) Fair Value Measurements at September 30, 2020 Level 1 Level 2 Level 3 Assets Cash $ 82,749 $ - $ - Total assets 82,749 - - Liabilities Short term advances - 50,112 - Lease liabilities - - 561,394 Notes payable - 473,224 - Convertible notes payable, net of discounts of $8,322 - - 1,241,678 Total liabilities - 523,336 1,803,072 $ 82,749 $ (523,336 ) $ (1,803,072 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Other Current Assets | |
Schedule of Other Current Assets | Other current assets consist of the following: December 31, September 30, 2020 2020 Prepaid expenses $ 39,901 $ 48,151 Other receivable 5,321 5,522 Total other current assets $ 45,222 $ 53,673 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at December 31, 2020 and September 30, 2020: December 31, September 30, 2020 2020 Software $ 124,697 $ 124,697 Office equipment 74,777 74,777 Furniture and fixtures 29,879 29,879 Lab equipment 1,398,716 1,398,716 Leasehold improvements 494,117 494,117 Lab equipment held under capital leases 99,193 99,193 2,221,379 2,221,379 Less: accumulated depreciation (1,419,239 ) (1,335,974 ) Total $ 802,140 $ 885,405 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: For the Three Months Ended December 31, 2020 Operating lease cost $ 29,718 Finance lease cost: Amortization of assets 6,946 Interest on lease liabilities 2,330 Total lease cost $ 38,994 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: December 31, 2020 Operating leases: Operating lease assets $ 483,200 Current portion of operating lease liabilities $ 86,889 Noncurrent operating lease liabilities 401,170 Total operating lease liabilities $ 488,059 Finance lease: Equipment, at cost $ 99,193 Accumulated amortization (24,798 ) Equipment, net $ 74,395 Current portion of finance lease liability $ 34,053 Noncurrent finance lease liability 11,912 Total finance lease liability $ 45,965 Weighted average remaining lease term: Operating leases 4.67 years Finance leases 1.30 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 Three Months Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 20,424 Financing cash flows used for finance leases $ 6,946 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ 528,616 Total finance lease liabilities $ 99,193 |
Schedule of Future Minimum Annual Lease Commitments Under Operating Leases | The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases as of December 31, 2020: Fiscal Year Ending Minimum Lease September 30, Commitments 2021* $ 84,147 2022 115,550 2023 119,468 2024 123,543 2025 116,891 $ 559,599 * Liability pertains to the remaining nine month period from January 1, 2021 through September 30, 2021. |
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 December 31, 2020: Finance Leases 2021* $ 30,921 2022 21,644 Total minimum lease payments 52,565 Less interest 6,600 Present value of lease liabilities 45,965 Less current portion 34,053 Long-term lease liabilities $ 11,912 * Liability pertains to the remaining nine month period from January 1, 2021 through September 30, 2021. |
Short Term Advances (Tables)
Short Term Advances (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Short Term Advances | Short term advances consist of the following at December 31, 2020 and September 30, 2019, respectively: December 31, September 30, 2020 2020 On July 20, 2020, we received $30,112 as a short-term loan from one of our convertible noteholders. The loan bears interest at the rate of 8.0% per annum. $ 30,112 $ 30,112 On January 21, 2020, we received $20,000 as a short-term loan from one of our convertible noteholders. No interest expense was recognized. 20,000 20,000 On December 26, 2019, we received $25,000 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. - - Total short term advances $ 50,112 $ 50,112 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following at December 31, 2020 and September 30, 2019, respectively: December 31, September 30, 2020 2020 On June 22, 2020, the Company, borrowed $40,114 from Cross River Bank, pursuant to a Promissory Note issued by the Company to Cross River Bank (the “Company 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 “Payroll Protection Program”). The Company PPP Note carried interest at 1.00% per annum, payable monthly beginning December 22, 2020, and was due on June 22, 2025. The Digipath, Inc. Subsequent to the end of the quarter ended December 31, 2021, PPP Note and interest was forgiven by the Small Business Administration (“SBA”) on January 12, 2021. $ 40,114 $ 40,114 On May 13, 2020, the Company, through its wholly-owned subsidiary Digipath Labs, Inc. (“Labs”), borrowed $179,920 from WebBank Corp, pursuant to a Promissory Note issued by Labs to WebBank Corp (the “Labs PPP Note”). The loan was made pursuant to the Payroll Protection Program. The Labs PPP Note bears interest at 1.00% per annum, payable monthly beginning December 13, 2020, and is due on May 13, 2022. The Labs PPP Note may be repaid at any time without penalty. 179,920 179,920 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. 239,901 253,190 Total notes payable 459,935 473,224 Less: current maturities (55,102 ) (54,317 ) Notes payable $ 404,833 $ 418,907 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following at December 31, 2020 and September 30, 2020, respectively: December 31, September 30, 2020 2020 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 was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. 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. On December 29, 2020, the note holder converted $10,000 of principal into 333,334 shares of common stock at a conversion price of $0.03 per share. $ 50,000 $ 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 was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds and the promissory note was increased to $200,000. 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. On December 29, 2020, the note holder converted $50,000 of principal into 1,666,667 shares of common stock at a conversion price of $0.03 per share. 150,000 150,000 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 was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds that were received on January 4, 2021, and the promissory note was increased to $400,000. 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. On December 29, 2020, the note holder converted $50,000 of principal into 1,666,667 shares of common stock at a conversion price of $0.03 per share. 300,000 350,000 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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 year ended September 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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 1,200,000 1,250,000 Less: unamortized debt discounts - (8,322 ) 1,200,000 1,241,678 Less: current maturities - - Convertible notes payable $ 1,200,000 $ 1,241,678 |
Schedule of Interest Expense | The Company recognized interest expense for the three months ended December 31, 2020 and 2019, respectively, as follows: December 31, December 31, 2020 2019 Interest on short term loans $ 1,023 $ - Interest on capital leases 2,330 3,306 Interest on notes payable 4,131 3,819 Amortization of beneficial conversion features 8,322 8,321 Interest on convertible notes 26,567 14,115 Total interest expense $ 42,373 $ 29,561 |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense) | Other income (expense) for the three months ended December 31, 2020 and 2019 consisted of the following: December 31, 2020 2019 Rental income on subleases $ - $ 21,000 Interest expense (42,373 ) (29,561 ) $ (42,373 ) $ (8,561 ) |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Dec. 31, 2020Segment | |
Accounting Policies [Abstract] | |
Entity incorporation, date of incorporation | Oct. 5, 2010 |
Entity incorporation, state or country code | NV |
Number of reportable segment | 1 |
Schedule of Entities Under Comm
Schedule of Entities Under Common Control and Ownership (Details) | 3 Months Ended | |
Dec. 31, 2020 | ||
Entities Under Common Control and Ownership One [Member] | ||
Name of Entity | Digipath, Inc. | [1],[2] |
Jurisdiction of Incorporation | Nevada | |
Relationship | Parent | |
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 | Digipath Labs S.A.S. | [1],[3] |
Jurisdiction of Incorporation | Colombia | |
Relationship | Subsidiary | |
Entities Under Common Control and Ownership Five [Member] | ||
Name of Entity | VSSL Enterprises, Ltd | [1],[4] |
Jurisdiction of Incorporation | Canada | |
Relationship | 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] | Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. | |
[4] | Acquired on March 11, 2020. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (17,655,787) | $ (17,265,150) |
Working capital | $ (572,905) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 30, 2020 | Dec. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock shares issued for services, value | $ 27,000 | $ 24,750 | ||
Chief Financial Officer [Member] | ||||
Common stock issued for services, shares | 728,155 | |||
Common stock shares issued for services, value | $ 15,000 | |||
Chief Financial Officer [Member] | Employment Agreement [Member] | ||||
Common stock issued for services, shares | 728,155 | |||
Common stock shares issued for services, value | $ 15,000 | |||
Common Stock [Member] | ||||
Common stock issued for services, shares | 1,228,155 | 171,233 | ||
Common stock shares issued for services, value | $ 1,228 | $ 172 | ||
Common Stock [Member] | Chairman [Member] | ||||
Common stock sold for cash, shares | 900,000 | |||
Proceeds from sale of common stock | $ 20,250 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Fair Value Disclosures [Abstract] | ||
Convertible debentures | $ 1,200,000 | $ 1,250,000 |
Convertible notes discounts | $ 8,322 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Level 1 [Member] | ||
Cash | $ 79,070 | $ 82,749 |
Total assets | 79,070 | 82,749 |
Short term advances | ||
Lease liabilities | ||
Note payable | ||
Convertible notes payable, net of discounts | ||
Total liabilities | ||
Total | 79,070 | 82,749 |
Level 2 [Member] | ||
Cash | ||
Total assets | ||
Short term advances | 50,112 | 50,112 |
Lease liabilities | ||
Note payable | 459,935 | 473,224 |
Convertible notes payable, net of discounts | ||
Total liabilities | 510,047 | 523,336 |
Total | (510,047) | (523,336) |
Level 3 [Member] | ||
Cash | ||
Total assets | ||
Short term advances | ||
Lease liabilities | 534,024 | 561,394 |
Note payable | ||
Convertible notes payable, net of discounts | 1,200,000 | 1,241,678 |
Total liabilities | 1,734,024 | 1,803,072 |
Total | $ (1,734,024) | $ (1,803,072) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Financial Instruments at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Fair Value Disclosures [Abstract] | ||
Convertible notes discounts | $ 8,322 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Receivables [Abstract] | ||
Accounts receivable | $ 130,259 | $ 242,145 |
Allowance for uncollectible accounts | $ 216,302 | $ 128,944 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Other Current Assets | ||
Prepaid expenses | $ 39,901 | $ 48,151 |
Other receivable | 5,321 | 5,522 |
Total other current assets | $ 45,222 | $ 53,673 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 83,265 | $ 70,874 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Property, Plant and Equipment [Abstract] | ||
Software | $ 124,697 | $ 124,697 |
Office equipment | 74,777 | 74,777 |
Furniture and fixtures | 29,879 | 29,879 |
Lab equipment | 1,398,716 | 1,398,716 |
Leasehold improvements | 494,117 | 494,117 |
Lab equipment held under capital leases | 99,193 | 99,193 |
Fixed assets, gross | 2,221,379 | 2,221,379 |
Less: accumulated depreciation | (1,419,239) | (1,335,974) |
Total | $ 802,140 | $ 885,405 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 29,718 | |
Amortization of assets | 6,946 | |
Interest on lease liabilities | 2,330 | $ 3,306 |
Total lease cost | $ 38,994 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Leases [Abstract] | ||
Operating lease assets | $ 483,200 | $ 505,706 |
Current portion of operating lease liabilities | 86,889 | 84,731 |
Noncurrent operating lease liabilities | 401,170 | 423,752 |
Total operating lease liabilities | 488,059 | |
Equipment, at cost | 99,193 | |
Accumulated amortization | (24,798) | |
Equipment, net | 74,395 | |
Current portion of finance lease liability | 34,053 | 32,532 |
Noncurrent finance lease liability | 11,912 | $ 20,379 |
Total finance lease liability | $ 45,965 | |
Operating leases | 4 years 8 months 2 days | |
Finance leases | 1 year 3 months 19 days | |
Operating leases | 5.75% | |
Finance lease | 18.41% |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow and Other Information (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows used for operating leases | $ 20,424 | |
Financing cash flows used for finance leases | 6,946 | $ 25,843 |
Total operating lease liabilities | 528,616 | |
Total finance lease liabilities | $ 99,193 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Annual Lease Commitments Under Operating Leases (Details) | Sep. 30, 2020USD ($) | |
Leases [Abstract] | ||
2021 | $ 84,147 | [1] |
2022 | 115,550 | |
2023 | 119,468 | |
2024 | 123,543 | |
2025 | 116,891 | |
Operating leases | $ 559,599 | |
[1] | Liability pertains to the remaining nine month period from January 1, 2021 through September 30, 2021. |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Annual Lease Payments Under Finance Lease (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | |
Leases [Abstract] | |||
2021 | [1] | $ 30,921 | |
2022 | 21,644 | ||
Total minimum lease payments | 52,565 | ||
Less interest | 6,600 | ||
Present value of lease liabilities | 45,965 | ||
Less current portion | 34,053 | $ 32,532 | |
Long-term lease liabilities | $ 11,912 | $ 20,379 | |
[1] | Liability pertains to the remaining nine month period from January 1, 2021 through September 30, 2021. |
Short Term Advances (Details Na
Short Term Advances (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Interest rates on short term loans | $ 1,023 |
Short Term Advances - Schedule
Short Term Advances - Schedule of Short Term Advances (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Total short term advances | $ 50,112 | $ 50,112 |
Convertible Noteholders [Member] | ||
Total short term advances | 30,112 | 30,112 |
Convertible Noteholders One [Member] | ||
Total short term advances | 20,000 | 20,000 |
Convertible Noteholders Two [Member] | ||
Total short term advances |
Short Term Advances - Schedul_2
Short Term Advances - Schedule of Short Term Advances (Details) (Parenthetical) - USD ($) | Jul. 20, 2020 | Jan. 21, 2020 | Dec. 26, 2019 |
Convertible Notes holder [Member] | |||
Proceeds from short-term loan | $ 30,112 | ||
Short term loan rate of interest | 8.00% | ||
Convertible Noteholder One [Member] | |||
Proceeds from short-term loan | $ 20,000 | ||
Interest expense | |||
Convertible Noteholders Two [Member] | |||
Proceeds from short-term loan | $ 25,000 | ||
Debt maturity date | Feb. 6, 2020 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Interest expense | $ 26,567 | $ 14,115 |
Note Payable [Member] | ||
Interest expense | $ 4,131 | $ 3,819 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Total notes payable | $ 459,935 | $ 473,224 |
Less: current maturities | (55,102) | (54,317) |
Note payable | 404,833 | 418,907 |
Company PPP Note [Member] | ||
Total notes payable | 40,114 | 40,114 |
Labs PPP Note [Member] | ||
Total notes payable | 179,920 | 179,920 |
Bank Loan [Member] | ||
Total notes payable | $ 239,901 | $ 253,190 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Jun. 22, 2020 | May 13, 2020 | Dec. 26, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Proceeds from bank loan | $ 25,000 | ||||
Note Payable [Member] | |||||
Debt instrument interest percentage | 5.75% | ||||
Debt instrument maturity date | Dec. 26, 2024 | ||||
Payments for lab equipment | $ 377,124 | ||||
Proceeds from bank loan | 291,931 | ||||
Debt instrument periodic payment | $ 5,622 | ||||
Debt instrument term | 5 years | ||||
Cross River Bank [Member] | Company PPP Note [Member] | |||||
Proceeds from notes payable | $ 40,114 | ||||
Debt instrument interest percentage | 1.00% | ||||
Debt instrument maturity date | Jun. 22, 2025 | ||||
WebBankCorpMember | Labs PPP Note [Member] | Digipath Labs, Inc [Member] | |||||
Proceeds from notes payable | $ 179,920 | ||||
Debt instrument interest percentage | 1.00% | ||||
Debt instrument maturity date | May 13, 2022 | ||||
Debt instrument description | Under the Payroll Protection Program, Labs will be eligible for loan forgiveness up to the full amount of the Labs PPP Note and any accrued interest. The forgiveness amount will be equal to the amount that Labs 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 Labs PPP Note. No assurance is provided that Labs will obtain forgiveness under the Labs PPP Note in whole or in part. | ||||
Percentage of loan forgiveness for non-payroll expenses | 25.00% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Convertible notes discounts | $ 8,322 | ||
Debt discount amount | 0 | $ 8,322 | $ 8,322 |
Convertible notes interest expense | 26,567 | $ 14,115 | |
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 ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Total convertible notes payable | $ 1,200,000 | $ 1,250,000 |
Less: unamortized debt discounts | (8,322) | |
Total convertible debt | 1,200,000 | 1,241,678 |
Less: current maturities | ||
Convertible notes payable | 1,200,000 | 1,241,678 |
Convertible Notes Payable One [Member] | ||
Total convertible notes payable | 50,000 | 50,000 |
Convertible Notes Payable Two [Member] | ||
Total convertible notes payable | 150,000 | 150,000 |
Convertible Notes Payable Three [Member] | ||
Total convertible notes payable | 300,000 | 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 ($) | Dec. 29, 2020 | Dec. 28, 2020 | Sep. 30, 2020 | Feb. 11, 2020 | Feb. 10, 2020 | Sep. 23, 2019 | Nov. 08, 2018 | Nov. 05, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Proceeds from convertible note | $ 60,000 | ||||||||||
Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||||
Debt principal amount | $ 10,000 | $ 60,000 | $ 50,000 | ||||||||
Debt instrument interest percentage | 9.00% | ||||||||||
Debt maturity date | Aug. 11, 2022 | ||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | ||||||||
Proceeds from convertible note | $ 10,000 | ||||||||||
Shares of common stock converted | 333,334 | ||||||||||
Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||||
Debt principal amount | $ 50,000 | $ 200,000 | $ 150,000 | ||||||||
Debt instrument interest percentage | 9.00% | ||||||||||
Debt maturity date | Aug. 11, 2022 | ||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | ||||||||
Proceeds from convertible note | $ 50,000 | ||||||||||
Shares of common stock converted | 166,666 | ||||||||||
9% Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||||
Debt principal amount | $ 50,000 | $ 400,000 | $ 350,000 | ||||||||
Debt instrument interest percentage | 9.00% | ||||||||||
Debt maturity date | Aug. 10, 2022 | ||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | ||||||||
Proceeds from convertible note | $ 50,000 | ||||||||||
Shares of common stock converted | 1,666,667 | ||||||||||
Senior Secured Convertible Note [Member] | |||||||||||
Debt principal amount | $ 200,000 | ||||||||||
Debt instrument interest percentage | 8.00% | ||||||||||
Debt maturity date | Aug. 10, 2022 | Aug. 10, 2022 | |||||||||
Conversion price per share | $ 0.03 | $ 0.11 | |||||||||
Extended debt instrument maturity date | On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. | ||||||||||
Senior Secured Convertible Note One [Member] | |||||||||||
Debt principal amount | $ 350,000 | ||||||||||
Debt instrument interest percentage | 8.00% | ||||||||||
Debt maturity date | Aug. 10, 2022 | Aug. 10, 2022 | |||||||||
Conversion price per share | $ 0.03 | $ 0.14 | |||||||||
Interest paid | $ 4,066 | ||||||||||
Extended debt instrument maturity date | The maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. | ||||||||||
Senior Secured Convertible Note Two [Member] | |||||||||||
Debt principal amount | $ 150,000 | ||||||||||
Debt instrument interest percentage | 8.00% | ||||||||||
Debt maturity date | Aug. 10, 2022 | Aug. 10, 2022 | |||||||||
Conversion price per share | $ 0.03 | $ 0.14 | |||||||||
Extended debt instrument maturity date | The maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. |
Convertible Notes Payable - S_3
Convertible Notes Payable - Schedule of Interest Expense (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Interest on short term loans | $ 1,023 | |
Interest on capital leases | 2,330 | 3,306 |
Interest on notes payable | 4,131 | 3,819 |
Amortization of beneficial conversion features | 8,322 | 8,321 |
Interest on convertible notes | 26,567 | 14,115 |
Total interest expense | $ 42,373 | $ 29,561 |
Changes in Stockholders' Equi_2
Changes in Stockholders' Equity (Details Narrative) - USD ($) | Dec. 30, 2020 | Dec. 29, 2020 | Dec. 28, 2020 | Dec. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 12, 2021 | Sep. 30, 2020 |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares designated remaining | 4,000,000 | |||||||
Preferred stock, shares issued | 1,325,942 | 1,325,942 | ||||||
Preferred stock, shares outstanding | 1,325,942 | 1,325,942 | ||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||
Common stock authorized | 250,000,000 | 250,000,000 | ||||||
Common stock, shares issued | 64,065,390 | 58,270,567 | ||||||
Common stock, shares outstanding | 64,065,390 | 58,270,567 | ||||||
Common stock issued for services, value | $ 27,000 | $ 24,750 | ||||||
Stock-based compensation expense | $ 17,060 | |||||||
9% Secured Convertible Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt instrument interest percentage | 9.00% | |||||||
Debt instrument face amount | $ 110,000 | |||||||
Number of converted shares | 3,666,668 | |||||||
Conversion price per share | $ 0.03 | |||||||
Consultant [Member] | Consulting Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued for services | 500,000 | |||||||
Common stock issued for services, value | $ 12,000 | |||||||
Chief Financial Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued for services | 728,155 | |||||||
Common stock issued for services, value | $ 15,000 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of converted shares | 3,666,668 | |||||||
Common stock issued for services | 1,228,155 | 171,233 | ||||||
Common stock issued for services, value | $ 1,228 | $ 172 | ||||||
Common Stock [Member] | Chairman [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares sold, during period | 900,000 | |||||||
Proceeds from sale of stock | $ 20,250 | |||||||
Subsequent Event [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock par value | $ 0.001 | |||||||
Common stock authorized | 250,000,000 | |||||||
Common stock, shares issued | 64,065,390 | |||||||
Common stock, shares outstanding | 64,065,390 | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 6,000,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | 1,325,942 | |||||||
Preferred stock, shares outstanding | 1,325,942 | |||||||
Preferred stock convertible into common stock shares | 6,629,710 | |||||||
Percentage of equity beneficial ownership | 4.99% |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - $ / shares | Jun. 21, 2016 | Dec. 31, 2020 |
Number of options outstanding | 2,820,000 | |
Number of options granted to purchase shares of common stock | 750,000 | |
Options exercise price per share | $ 0.10 | |
2012 Stock Incentive Plan [Member] | Maximum [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) | Dec. 31, 2020$ / sharesshares |
Number of warrant to purchase of common stock shares | 3,877,024 |
Warrants [Member] | |
Number of warrant to purchase of common stock shares | 397,245 |
Warrants exercise price per share | $ / shares | $ 0.26 |
Other Income (Expense) - Schedu
Other Income (Expense) - Schedule of Other Income (Expense) (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | ||
Rental income on subleases | $ 21,000 | |
Interest expense | (42,373) | (29,561) |
Total other income (expense) | $ (42,373) | $ (8,561) |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 13,056,000 |
Operating loss expiration year | 2031 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jan. 12, 2021USD ($) |
Subsequent Event [Member] | Company PPP Note [Member] | |
Forgiven note payable | $ 40,114 |