Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Jan. 13, 2023 | Mar. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity File Number | 000-54239 | ||
Entity Registrant Name | DIGIPATH, INC. | ||
Entity Central Index Key | 0001502966 | ||
Entity Tax Identification Number | 27-3601979 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 6450 Cameron Street | ||
Entity Address, Address Line Two | Suite 113 | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89118 | ||
City Area Code | (702) | ||
Local Phone Number | 527-2060 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,585,804 | ||
Entity Common Stock, Shares Outstanding | 75,146,820 | ||
Documents Incorporated by Reference [Text Block] | None | ||
Auditor Firm ID | 2738 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash | $ 56,168 | $ 295,932 |
Accounts receivable, net | 335,085 | 214,900 |
Deposits | 25,141 | 24,751 |
Note receivable | 100,000 | 230,929 |
Other current assets | 45,710 | 60,353 |
Total current assets | 562,104 | 826,865 |
Right-of-use asset | 316,961 | 413,884 |
Fixed assets, net | 460,823 | 647,252 |
Total non-current assets | 777,784 | 1,061,136 |
Total Assets | 1,339,888 | 1,888,001 |
Current liabilities: | ||
Accounts payable | 550,467 | 370,977 |
Accrued expenses | 378,368 | 220,002 |
Current portion of operating lease liabilities | 100,685 | 93,601 |
Current portion of finance lease liabilities | 20,379 | |
Current maturities of notes payable | 725,920 | 259,425 |
Current maturities of convertible notes payable, net of discounts of $19,766 and $0 at September 30, 2022 and 2021, respectively | 1,198,469 | 1,050,000 |
Total current liabilities | 2,953,909 | 2,014,384 |
Non-current liabilities: | ||
Operating lease liabilities | 229,825 | 330,151 |
Notes payable | 80,428 | 339,516 |
Convertible notes payable, net of discounts of $65,001 and $98,188 at September 30, 2022 and 2021, respectively | 484,998 | 257,282 |
Total non-current liabilities | 795,251 | 926,949 |
Total Liabilities | 3,749,160 | 2,941,333 |
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 and 0 shares issued and outstanding as of September 30, 2022 and 2021 respectively | 333,600 | |
Stockholders’ Equity (Deficit): | ||
Common stock, $0.001 par value, 250,000,000 shares authorized; 75,146,820 and 71,230,153 shares issued and outstanding at September 30, 2022 and 2021, respectively | 75,147 | 71,230 |
Common stock Payable | 71,745 | |
Additional paid-in capital | 17,117,958 | 16,825,765 |
Accumulated deficit | (20,008,771) | (17,951,653) |
Total Stockholders’ Equity (Deficit) | (2,742,872) | (1,053,332) |
Total Liabilities and Stockholders’ Equity (Deficit) | 1,339,888 | 1,888,001 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Equity (Deficit): | ||
Preferred stock | 1,048 | 1,326 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ Equity (Deficit): | ||
Preferred stock | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Debt instrument, unamortized discount, current | $ 19,766 | $ 0 |
Debt instrument, unamortized discount, noncurrent | $ 65,001 | $ 98,188 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 75,146,820 | 71,230,153 |
Common stock, shares outstanding | 75,146,820 | 71,230,153 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 1,500,000 | 1,500,000 |
Temporary equity, shares issued | 333,600 | 0 |
Temporary equity, shares outstanding | 333,600 | 0 |
Series A Convertible Preferred Stock [Member] | ||
Series C convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series C convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series C convertible preferred stock, shares issued | 1,047,942 | 1,325,942 |
Series C convertible preferred stock, shares outstanding | 1,047,942 | 1,325,942 |
Series C Convertible Preferred Stock [Member] | ||
Series C convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series C convertible preferred stock, shares authorized | 1,000 | 1,000 |
Series C convertible preferred stock, shares issued | 1,000 | 0 |
Series C convertible preferred stock, shares outstanding | 1,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 2,699,920 | $ 2,503,800 |
Cost of sales | 1,633,972 | 1,788,635 |
Gross profit | 1,065,948 | 715,165 |
Operating expenses: | ||
General and administrative | 1,359,005 | 934,143 |
Professional fees | 656,860 | 581,635 |
Bad debts expense (recovery) | 64,427 | (28,165) |
Total operating expenses | 2,080,292 | 1,487,613 |
Operating loss | (1,014,344) | (772,448) |
Other income (expense): | ||
Interest expense | (260,274) | (144,957) |
Interest income | 929 | |
Gain on settlement of debt | 222,393 | |
Other income | 7,580 | |
Credit loss | (782,500) | |
Total other income (expense) | (1,042,774) | 85,945 |
Net loss | (2,057,118) | (686,503) |
Preferred deemed dividend | (192,154) | |
Net loss to common shareholders | $ (2,249,272) | $ (686,503) |
Net loss to common shareholders per share - basic and fully diluted | $ (0.03) | $ (0.01) |
Weighted average number of common shares outstanding - basic and fully diluted | 74,173,304 | 65,868,108 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Series B Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Common Stock [Member] | Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Sep. 30, 2020 | $ 1,326 | $ 58,271 | $ 16,116,400 | $ (17,265,150) | $ (1,089,153) | |||
Beginning 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 conversion | $ 6,666 | 193,334 | 200,000 | |||||
Common stock issued for debt conversion, shares | 6,666,668 | |||||||
Common stock issued for services | $ 5,393 | 250,862 | 256,255 | |||||
Common stock issued for services, shares | 5,392,918 | |||||||
Stock-based compensation | 147,631 | 147,631 | ||||||
Beneficial conversion feature on convertible notes payable | 98,188 | 98,188 | ||||||
Net loss | (686,503) | (686,503) | ||||||
Purchase of Series B Preferred shares, shares | 6,666,668 | |||||||
Ending balance, value at Sep. 30, 2021 | $ 1,326 | $ 71,230 | 16,825,765 | (17,951,653) | (1,053,332) | |||
Ending balance, shares at Sep. 30, 2021 | 1,325,942 | 71,230,153 | ||||||
Common stock issued for services | $ 3,667 | 139,833 | $ 143,500 | |||||
Common stock issued for services, shares | 3,666,667 | 3,666,667 | ||||||
Stock-based compensation | 62,533 | $ 62,533 | ||||||
Net loss | (2,057,118) | (2,057,118) | ||||||
Purchase of Series B Preferred shares | $ 55,600 | |||||||
Purchase of Series B Preferred shares, shares | 55,600 | |||||||
Conversion of Series A Preferred into Series B Preferred | $ 278,000 | $ (278) | (85,568) | (85,846) | ||||
Conversion of Series A Preferred into Series B Preferred, shares | 278,000 | (278,000) | ||||||
Issuance of Preferred C Shares | $ 1 | 360,299 | 360,300 | |||||
Issuance of Preferred C Shares, shares | 1,000 | |||||||
Common stock issued for settlement of accounts payable | $ 250 | 7,250 | 7,500 | |||||
Common stock issued for settlement of accounts payable, shares | 250,000 | |||||||
Common shares to be issued for debt discount | 71,745 | 71,745 | ||||||
Deemed dividend on preferred exchange | (192,154) | (192,154) | ||||||
Ending balance, value at Sep. 30, 2022 | $ 333,600 | $ 1,048 | $ 1 | $ 75,147 | $ 71,745 | $ 17,117,958 | $ (20,008,771) | $ (2,742,872) |
Ending balance, shares at Sep. 30, 2022 | 333,600 | 1,047,942 | 1,000 | 75,146,820 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (2,057,118) | $ (686,503) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in allowance for doubtful accounts | 64,427 | (28,165) |
Depreciation and amortization expense | 204,151 | 292,133 |
Gain on settlement of debt | (222,393) | |
Credit loss | 782,500 | |
Stock-based compensation | 566,233 | 403,886 |
Amortization of debt discounts | 85,166 | 8,322 |
Decrease (increase) in assets: | ||
Accounts receivable | (184,612) | 55,410 |
Other current assets | 5,821 | (7,609) |
Deposits | (390) | (6,076) |
Right-of-use assets | 96,923 | 91,822 |
Increase (decrease) in liabilities: | ||
Accounts payable | 186,989 | (14,743) |
Accrued expenses | 158,366 | 62,679 |
Lease liabilities | (93,242) | (84,731) |
Net cash (used) in operating activities | (184,786) | (135,968) |
Cash flows from investing activities | ||
Purchase of fixed assets | (17,722) | (56,206) |
Advance of note receivable | (817,649) | (230,000) |
Proceeds from sale of collateralized assets | 175,000 | |
Net cash (used) in investing activities | (660,371) | (286,206) |
Cash flows from financing activities | ||
Proceeds from short term advances | 65,000 | |
Repayments of short term advances | (30,112) | |
Principal payments on finance lease | (20,379) | (32,532) |
Principal payments on note payable, equipment financing | (57,593) | (54,249) |
Proceeds from notes payable | 390,000 | 400,000 |
Repayments of notes payable | (125,000) | |
Proceeds from convertible notes | 402,765 | 267,000 |
Repayments on convertible notes | (40,000) | |
Proceeds from sale of common stock | 20,250 | |
Proceeds from sale of preferred stock | 55,600 | |
Net cash provided by financing activities | 605,393 | 635,357 |
Net increase (decrease) in cash | (239,764) | 213,183 |
Cash - beginning | 295,932 | 82,749 |
Cash - ending | 56,168 | 295,932 |
Supplemental disclosures: | ||
Interest paid | 113,817 | 45,357 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Common stock issued for settlement of payables | 7,500 | |
Conversion of Series A preferred into Series B preferred | 85,846 | |
Subscription receivable for Series C preferred stock | 100 | |
Fixed assets transferred to settle accounts payable | 2,226 | |
Common stock issued for debt conversion | 200,000 | |
Transfer of notes payable and accrued interest into convertible notes payable | 88,470 | |
Stock payable issued for debt discounts on convertible notes payable | $ 71,745 | $ 98,188 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business 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 and data analytics company focused on the developing cannabis and hemp markets, and supports the cannabis industry’s best practices for reliable testing. 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 has plans to open labs in other states and countries that have legalized the sale of cannabis, beginning with California. Basis of Accounting The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). Intercompany accounts and transactions have been eliminated. All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles. 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 September 30, 2022: Schedule of Entities Under Common Control and Ownership Jurisdiction of Name of Entity Incorporation Relationship Digipath, Inc. (1) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary Digipath Labs CA, Inc (2) California Subsidiary Digipath Labs S.A.S. (3) Colombia Subsidiary VSSL Enterprises, Ltd. (4) Canada Subsidiary (1) Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. (2) Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations. (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. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 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 The Company adopted ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short term nature of the instruments. Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had an allowance for doubtful accounts of $ 139,279 87,795 The Company had two customers representing 27% 10% 23% 27% 10% 29% Notes Receivable Notes receivable are reported in our consolidated balance sheets at the outstanding principal balance, plus costs incurred to originate the loans, net of any unamortized premiums or discounts on purchased loans. We use the effective interest rate method to recognize finance income, which produces a constant periodic rate of return on the investment. Unearned income, discounts and premiums are amortized to finance income in our consolidated statements of operations using the effective interest rate method. Interest receivable related to the unpaid principal is recorded together with the outstanding balance in our consolidated balance sheets. Upon the prepayment of a note receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part of finance income in our consolidated statements of operations. Fixed Assets Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Schedule of Estimated Useful Lives of Property, Plant and Equipment Software 3 Office equipment 5 Furniture and fixtures 5 Lab equipment 7 Leasehold improvements Term of lease Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations. Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Our intellectual property is comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. 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 commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Our 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. Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 58,739 28,050 Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended September 30, 2022 and 2021, potential dilutive securities of 58,941,155 46,848,988 6,020,000 5,620,000 1,500,000 2,535,001 13,579,710 6,629,710 no 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 the consideration provided in exchange for the purchase of goods or services consists of 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. Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity). |
Going Concern
Going Concern | 12 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern As shown in the accompanying consolidated financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 20,008,771 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments | Note 3 – 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 following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2022 and 2021, respectively: Summary of Financial Instruments at Fair Value on Recurring Basis Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 56,138 $ - $ - Liabilities Lease liabilities - - 330,510 Notes payable - 806,348 - Convertible notes payable, net of discounts of $ 84,767 - - 1,683,467 Fair Value Measurements at September 30, 2021 Level 1 Level 2 Level 3 Assets Cash $ 295,957 $ - $ - Liabilities Lease liabilities - - 444,131 Notes payable - 598,941 - Convertible notes payable, net of discounts of $ 98,188 - - 1,307,282 The fair value of our intellectual properties is deemed to approximate book value, and are considered Level 3 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended September 30, 2022 or 2021. |
Note Receivable
Note Receivable | 12 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Note Receivable | Note 4 – Note Receivable On various dates between December 28, 2018 and June 13, 2019, we loaned Northwest Analytical Labs, Inc. a total of $ 95,000 10% On various dates between August 23, 2021 and September 30, 2022, we loaned C3 Labs, Inc. (“C3 Labs”) a total of $ 1,056,570 . The loans bear interest at an annual rate of 8% . These loans are evidenced by secured demand notes, and are secured by a lien on the borrower’s assets and have a maturity date of August 23, 2022 . The Company has recorded interest income of $ 63,087 930 64,017 The loans were made in connection with a potential acquisition of a controlling interest in C3 Labs pursuant to a letter of intent. On March 11, 2022, the Company notified the current owners of C3 Labs of its termination of the letter of intent. The Company is currently in possession of equipment of C3 Labs, which it is in the process of liquidating. As of September 30, 2022, the Company had sold a portion of C3 Labs’ equipment for proceeds of $ 175,000 845,587 against the note receivable and related interest receivable . As of September 30, 2022, the net receivable balance is $ 100,000 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 5 – Fixed Assets Fixed assets consist of the following at September 30, 2022 and 2021: Schedule of Fixed Assets As of September 30, 2022 2021 Software $ 125,903 $ 125,903 Office equipment 71,601 71,601 Furniture and fixtures 29,879 29,879 Lab equipment 1,455,479 1,453,716 Leasehold improvements 510,076 494,117 Lab equipment held under capital leases 99,193 99,193 Fixed assets, gross 2,292,131 2,274,409 Less: accumulated depreciation (1,831,308 ) (1,627,157 ) Total $ 460,823 $ 647,252 On March 31, 2021, we distributed fixed assets with an aggregate net book value of $ 2,227 3,176 949 2,227 Depreciation and amortization expense totaled $ 204,151 292,133 |
Leases
Leases | 12 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | Note 6 – Leases The Company leases its operating and office facility under a non-cancelable real property lease agreement that expires on August 31, 2025 The components of lease expense were as follows: Schedule of Components of Lease Expense For the For the Year Ended Year Ended September 30, September 30, 2022 2021 Operating lease cost $ 118,873 $ 118,873 Finance lease cost: Amortization of assets 19,839 19,839 Interest on lease liabilities 1,620 7,310 Total net lease cost $ 140,332 $ 146,022 Total net lease cost Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information September 30, September 30, 2022 2021 Operating leases: Operating lease assets $ 316,961 $ 413,884 Current portion of operating lease liabilities 100,685 $ 93,601 Noncurrent operating lease liabilities 229,825 330,151 Total operating lease liabilities $ 330,510 $ 423,752 Finance lease: Equipment, at cost $ 99,193 $ 99,193 Accumulated amortization (59,516 ) (39,677 ) Equipment, net $ 39,677 $ 59,516 Current portion of finance lease liabilities $ - $ 20,379 Total finance lease liabilities $ - $ 20,379 Weighted average remaining lease term: Operating leases 2.92 3.92 Finance leases 0 0.55 Weighted average discount rate: Operating leases 5.75 % 5.75 % Finance lease 18.41 % 18.41 % Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information For the For the Year Ended Year Ended September 30, September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows provided by sublet operating leases $ - $ - Operating cash flows used for operating leases $ 93,601 $ 84,731 Financing cash flows used for finance leases $ 20,379 $ 32,532 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ - $ - Total finance lease liabilities $ - $ - 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 September 30, 2021: Schedule of Future Minimum Annual Lease Commitments Under Operating Leases Fiscal Year Ending Minimum Lease September 30, Commitments 2023 $ 119,468 2024 123,543 2025 116,891 2026 - 2027 - Total future undiscounted lease payments 359,902 Less interest 29,392 Present value of lease payments 330,510 Less current portion 100,685 Long-term operating lease liabilities $ 229,825 |
Notes Payable
Notes Payable | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – Notes Payable Notes payable consists of the following at September 30, 2022 and 2021, respectively: Schedule of Notes Payable September 30, September 30, On September 10, 2021, the Company issued a Secured Promissory note in the principal amount of $ 675,000 12 September 10, 2024 22,419.66 115,000 125,000 $ 665,000 $ 400,000 On December 26, 2019, the Company financed the purchase of $ 377,124 291,931 5.75 5,622 five-year term December 26, 2024 141,348 198,941 Total notes payable 806,348 598,941 Less: current maturities (725,920 ) (259,425 ) Notes payable $ 80,428 $ 339,516 The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $ 49,560 14,700 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 8 – Convertible Notes Payable Convertible notes payable consist of the following at September 30, 2022 and 2021, respectively: Schedule of Convertible Notes Payable September 30, September 30, 2022 2021 On February 11, 2020, the Company completed the sale to an accredited investor of a 9 50,000 August 11, 2022 9 0.15 0.03 10,000 60,000 10,000 333,334 0.03 February 11, 2024 650,000 6,989 $ 50,000 $ 50,000 On February 11, 2020, the Company completed the sale to an accredited investor of a 9 150,000 August 11, 2022 9 0.15 0.03 50,000 200,000 50,000 1,666,667 0.03 February 11, 2024 1,950,000 20,968 150,000 150,000 On February 10, 2020, the Company completed the sale to an accredited investor of a 9 350,000 August 10, 2022 9 0.15 0.03 50,000 400,000 50,000 1,666,667 0.03 February 11, 2024 4,550,000 43,788 350,000 350,000 On September 23, 2019, the Company received proceeds of $ 200,000 8 August 10, 2022 0.11 On September 30, 2020, the maturity date was extended to August 10, 2022 90,000 3,000,000 0.03 355,470 98,188 362,765 February 11, 2024 718,234 355,470 On November 8, 2018, the Company received proceeds of $ 350,000 8 August 10, 2022 0.14 0.03 February 11, 2024 350,000 350,000 On November 5, 2018, the Company received proceeds of $ 150,000 8 August 10, 2022 0.14 0.03 150,000 150,000 Total convertible notes payable 1,768,234 1,405,470 Less: unamortized debt discounts (84,767 ) (98,188 ) Total convertible debt 1,683,467 1,307,282 Less: current maturities 1,198,469 1,050,000 Convertible notes payable $ 484,998 $ 257,282 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 $ 71,745 98,188 85,166 8,322 84,767 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 The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $ 113,976 87,690 The Company recognized interest expense for the years ended September 30, 2022 and 2021, respectively, as follows: Schedule of Interest Expense September 30, 2022 September 30, 2021 Interest on short term loans $ - $ 1,558 Interest on capital leases 11,572 20,874 Interest on notes payable 49,560 11,302 Amortization of beneficial conversion features 85,166 8,322 Interest on convertible notes 113,976 102,901 Total interest expense $ 260,274 $ 144,957 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9 – Stockholders’ Equity Preferred Stock The Company is authorized to issue 10,000,000 0.001 6,000,000 1,500,000 1,000 2,499,000 1,047,942 333,600 1,000 Series A Preferred 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 1,047,942 5,239,710 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 Additional terms of the Series A Preferred include the following: ● The shares of Series A Preferred are entitled to dividends when, as and if declared by the Board as to the shares of the common stock of the Company into which such Series A Preferred may then be converted, subject to the 4.99 ● Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100 ● The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then applicable conversion rate, upon the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred. ● Each share of Series A Preferred will carry a number of votes equal to the number of shares of common stock into which such Series A Preferred may then be converted, subject to the 4.99 ● Consent of the holders of the outstanding Series A Preferred is required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred. ● Pursuant to the Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion. During the year ended September 30, 2022, the Company offered to the Series A Preferred shareholders the ability to convert their Preferred A shares into Preferred B shares for an additional investment of 20% of their initial Series A investment 55,600 55,600 278,000 192,154 Series B Preferred The Series B Preferred were designated on December 29, 2021. Each share of Series B Preferred has a Stated Value of $ 1.00 0.04 333,600 8,340,000 4.99 Additional terms of the Series B Preferred include the following: ● The shares of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock of the Company, the Series B Preferred will be entitled to dividends based on the number shares of common stock which the Series B Preferred may then be converted. ● Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends ● Each share of Series B Preferred carries a number of votes equal to the number of shares of common stock into which such Series B Preferred may then be converted. Due to the change in control provision of the Series B Preferred, the Series B Preferred is classified as temporary equity on the balance sheet. On December 30, 2021, the Company entered into an Exchange Agreement with one of the Company’s institutional investors (the “Investor”), pursuant to which the Investor exchanged 278,000 278,000 55,600 1.00 55,600 Series C Preferred The Series C Preferred were designated on July 20, 2022. The principal feature of the Series C Preferred is that it provides the holder thereof, so long as he or she is an executive officer of the Company, with the ability to vote with the holders of the Company’s common stock on all matters presented to the holders of common stock, whether at a special or annual meeting, by written action in lieu of a meeting or otherwise, on the basis of 200,000 0.10 On July 25, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Todd Denkin, the Company’s President, pursuant to which Mr. Denkin purchased 1,000 0.10 360,200 Common Stock Common stock consists of $ 0.001 250,000,000 75,146,820 Common Stock Transactions for the Year Ended September 30, 2022 During the year ended September 30, 2022, the Company issued 1,500,000 52,500 During the year ended September 30, 2022, the Company issued 2,166,667 91,000 During the year ended September 30, 2022, the Company issued 250,000 7,500 based on the closing price of the Company’s common stock on the dates of grant In connection with the Convertible Note extensions as described in Note 8, the Company was to issue, 7,150,000 71,745 based on the closing price of the Company’s common stock on the dates of grant Common Stock Transactions for the Year Ended September 30, 2021 On December 30, 2020, the Company sold 900,000 20,250 During the year ending September 30, 2021 the Company issued 5,392,918 256,255 2,744,585 1,898,333 750,000 During the year ending September 30, 2021 the Company issued 6,666,668 200,000 Amortization of Stock-Based Compensation A total of $ 143,500 of stock-based compensation expense was recognized during the year ended September 30, 2022 as a result of the issuance of 3,666,667 shares of common stock, as amortized over the requisite service period. A total of $ 256,255 5,392,918 |
Common Stock Options
Common Stock Options | 12 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Common Stock Options | Note 10 – 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 terminated on March 5, 2022. As amended, the 2012 Plan provides for the issuance of up to 11,500,000 Common Stock Option Issuances During the year ended September 30, 2022, the Company issued to an unrelated third party, options to purchase 1,000,000 20,994 143 0.021 0.024 During the year ending September 30, 2021 the Company issued options to purchase 2,800,000 142,862 2 167 185 0.0463 0.0576 0.0481 0.06 1,000,000 1,800,000 Amortization of Stock-Based Compensation A total of $ 62,533 147,631 15,187 The following is a summary of information about the stock options outstanding at September 30, 2022. Summary of Common Stock Options Outstanding Shares Underlying Shares Underlying Options Outstanding Options Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Options Contractual Exercise Options Exercise Prices Outstanding Life Price Exercisable Price $ 0.05 0.13 6,020,000 6.01 0.07 5,573,571 $ 0.07 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Schedule of Weighted-Average Assumptions Used for Grants Under Fixed Option Plan September 30, September 30, 2022 2021 Average risk-free interest rates 1.21 % 0.88 % Average expected life (in years) 5.00 5.00 Volatility 143 % 156 % The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s common stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock options. During the years ended September 30, 2022 and September 30, 2021, there were no The weighted average fair value of options granted with exercise prices at the current fair value of the underlying stock during the year ended September 30, 2022 was approximately $ 0.03 The following is a summary of activity of outstanding common stock options: Schedule of Activity of Outstanding Common Stock Options Weighted Average Number Exercise of Shares Price Balance, September 30, 2020 3,570,000 $ 0.11 Options issued 2,800,000 0.05 Options repurchased/expired (750,000 ) (0.10 ) Balance, September 30, 2021 5,620,000 $ 0.08 Options issued 1,000,000 0.02 Options forfeited (600,000 ) (0.11 ) Balance, September 30, 2022 6,020,000 $ 0.07 Exercisable, September 30, 2022 5,573,571 $ 0.07 As of September 30, 2022, these options in the aggregate had no intrinsic value as the per share market price of $ 0.007 0.07 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Sep. 30, 2022 | |
Common Stock Warrants | |
Common Stock Warrants | Note 11 – Common Stock Warrants Warrants to purchase a total of 1,500,000 During the year ended September 30, 2022, warrants to purchase an aggregate total of 1,035,001 0.26 During the year ended September 30, 2021, warrants to purchase an aggregate total of 1,739,268 0.25 The following is a summary of information about our warrants to purchase common stock outstanding at September 30, 2022 (including those issued to both investors and service providers). Summary of Common Stock Warrants Outstanding Shares Underlying Shares Underlying Warrants Outstanding Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $ 0.10 1,500,000 7.44 $ 0.10 1,500,000 $ 0.10 The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: The following is a summary of activity of outstanding common stock warrants: Schedule of Outstanding Common Stock Warrants Activity Weighted Average Number Exercise of Shares Price Balance, September 30, 2020 4,274,269 $ 0.20 Warrants granted - - Warrants expired (1,739,268 ) (0.25 ) Balance, September 30, 2021 2,535,001 $ 0.17 Warrants granted - - Warrants expired (1,035,001 ) (0.26 ) Balance, September 30, 2022 1,500,000 $ 0.10 Exercisable, September 30, 2022 1,500,000 $ 0.10 As of September 30, 2022, these warrants in the aggregate had no intrinsic value as the per share market price of $ 0.007 0.10 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Legal Contingencies There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business. |
Income Tax
Income Tax | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 13 - 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 years ended September 30, 2022 and 2021, 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 September 30, 2022, the Company had approximately $ 14,908,500 2031 The effective income tax rate for the years ended September 30, 2022 and 2021 consisted of the following: Schedule of Effective Income Tax Rate 2022 2021 September 30, 2022 2021 Federal statutory income tax rate 21 % 21 % State income taxes - % - % Change in valuation allowance (21 )% (21 )% Net effective income tax rate - - The components of the Company’s deferred tax asset are as follows: Schedule of Deferred Tax Asset 2022 2021 September 30, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 3,130,800 $ 2,958,700 Net deferred tax assets before valuation allowance $ 3,130,800 $ 2,958,700 Less: Valuation allowance (3,130,800 ) (2,958,700 ) Net deferred tax assets $ - $ - 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 September 30, 2022 and 2021, 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 | 12 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events On October 1, 2022, the Company amended the outstanding convertible promissory notes dated September 30, 2021 to extend the maturity date of December 30, 2022 to February 11, 2024 4,621,105 0.0074 On October 1, 2022, the Company amended the outstanding convertible promissory notes dated November 18, 2018 to extend the maturity date of December 30, 2022 to February 11, 2024 4,550,000 0.0074 On October 1, 2022, the Company issued a convertible promissory note in exchange for various advances made to the Company in the aggregate amount of $ 362,765 February 11, 2024 8 4,715,945 0.0074 On December 5, 2022, the Company entered into an Asset Purchase Agreement in which the Company sold the remaining collateralized assets held under the C3 Labs note receivable for a total purchase price of the $ 900,000 275,000 10 |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business 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 and data analytics company focused on the developing cannabis and hemp markets, and supports the cannabis industry’s best practices for reliable testing. 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 has plans to open labs in other states and countries that have legalized the sale of cannabis, beginning with California. |
Basis of Accounting | Basis of Accounting The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). Intercompany accounts and transactions have been eliminated. All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles. |
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 September 30, 2022: Schedule of Entities Under Common Control and Ownership Jurisdiction of Name of Entity Incorporation Relationship Digipath, Inc. (1) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary Digipath Labs CA, Inc (2) California Subsidiary Digipath Labs S.A.S. (3) Colombia Subsidiary VSSL Enterprises, Ltd. (4) Canada Subsidiary (1) Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. (2) Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations. (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. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
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 The Company adopted ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short term nature of the instruments. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had an allowance for doubtful accounts of $ 139,279 87,795 The Company had two customers representing 27% 10% 23% 27% 10% 29% |
Notes Receivable | Notes Receivable Notes receivable are reported in our consolidated balance sheets at the outstanding principal balance, plus costs incurred to originate the loans, net of any unamortized premiums or discounts on purchased loans. We use the effective interest rate method to recognize finance income, which produces a constant periodic rate of return on the investment. Unearned income, discounts and premiums are amortized to finance income in our consolidated statements of operations using the effective interest rate method. Interest receivable related to the unpaid principal is recorded together with the outstanding balance in our consolidated balance sheets. Upon the prepayment of a note receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part of finance income in our consolidated statements of operations. |
Fixed Assets | Fixed Assets Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Schedule of Estimated Useful Lives of Property, Plant and Equipment Software 3 Office equipment 5 Furniture and fixtures 5 Lab equipment 7 Leasehold improvements Term of lease Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Our intellectual property is comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. |
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 commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Our 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. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 58,739 28,050 |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended September 30, 2022 and 2021, potential dilutive securities of 58,941,155 46,848,988 6,020,000 5,620,000 1,500,000 2,535,001 13,579,710 6,629,710 no |
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 the consideration provided in exchange for the purchase of goods or services consists of 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. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. |
Uncertain Tax Positions | Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity). |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022: Schedule of Entities Under Common Control and Ownership Jurisdiction of Name of Entity Incorporation Relationship Digipath, Inc. (1) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary Digipath Labs CA, Inc (2) California Subsidiary Digipath Labs S.A.S. (3) Colombia Subsidiary VSSL Enterprises, Ltd. (4) Canada Subsidiary (1) Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. (2) Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations. (3) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. (4) Acquired on March 11, 2020. |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Schedule of Estimated Useful Lives of Property, Plant and Equipment Software 3 Office equipment 5 Furniture and fixtures 5 Lab equipment 7 Leasehold improvements Term of lease |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Summary of Financial Instruments at Fair Value on Recurring Basis | The Company has certain financial instruments that must be measured under the new fair value standard. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2022 and 2021, respectively: Summary of Financial Instruments at Fair Value on Recurring Basis Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 56,138 $ - $ - Liabilities Lease liabilities - - 330,510 Notes payable - 806,348 - Convertible notes payable, net of discounts of $ 84,767 - - 1,683,467 Fair Value Measurements at September 30, 2021 Level 1 Level 2 Level 3 Assets Cash $ 295,957 $ - $ - Liabilities Lease liabilities - - 444,131 Notes payable - 598,941 - Convertible notes payable, net of discounts of $ 98,188 - - 1,307,282 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at September 30, 2022 and 2021: Schedule of Fixed Assets As of September 30, 2022 2021 Software $ 125,903 $ 125,903 Office equipment 71,601 71,601 Furniture and fixtures 29,879 29,879 Lab equipment 1,455,479 1,453,716 Leasehold improvements 510,076 494,117 Lab equipment held under capital leases 99,193 99,193 Fixed assets, gross 2,292,131 2,274,409 Less: accumulated depreciation (1,831,308 ) (1,627,157 ) Total $ 460,823 $ 647,252 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Leases | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Schedule of Components of Lease Expense For the For the Year Ended Year Ended September 30, September 30, 2022 2021 Operating lease cost $ 118,873 $ 118,873 Finance lease cost: Amortization of assets 19,839 19,839 Interest on lease liabilities 1,620 7,310 Total net lease cost $ 140,332 $ 146,022 Total net lease cost |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information September 30, September 30, 2022 2021 Operating leases: Operating lease assets $ 316,961 $ 413,884 Current portion of operating lease liabilities 100,685 $ 93,601 Noncurrent operating lease liabilities 229,825 330,151 Total operating lease liabilities $ 330,510 $ 423,752 Finance lease: Equipment, at cost $ 99,193 $ 99,193 Accumulated amortization (59,516 ) (39,677 ) Equipment, net $ 39,677 $ 59,516 Current portion of finance lease liabilities $ - $ 20,379 Total finance lease liabilities $ - $ 20,379 Weighted average remaining lease term: Operating leases 2.92 3.92 Finance leases 0 0.55 Weighted average discount rate: Operating leases 5.75 % 5.75 % Finance lease 18.41 % 18.41 % |
Schedule of Supplemental Cash Flow and Other Information | Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information For the For the Year Ended Year Ended September 30, September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows provided by sublet operating leases $ - $ - Operating cash flows used for operating leases $ 93,601 $ 84,731 Financing cash flows used for finance leases $ 20,379 $ 32,532 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ - $ - Total finance lease liabilities $ - $ - |
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 September 30, 2021: Schedule of Future Minimum Annual Lease Commitments Under Operating Leases Fiscal Year Ending Minimum Lease September 30, Commitments 2023 $ 119,468 2024 123,543 2025 116,891 2026 - 2027 - Total future undiscounted lease payments 359,902 Less interest 29,392 Present value of lease payments 330,510 Less current portion 100,685 Long-term operating lease liabilities $ 229,825 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following at September 30, 2022 and 2021, respectively: Schedule of Notes Payable September 30, September 30, On September 10, 2021, the Company issued a Secured Promissory note in the principal amount of $ 675,000 12 September 10, 2024 22,419.66 115,000 125,000 $ 665,000 $ 400,000 On December 26, 2019, the Company financed the purchase of $ 377,124 291,931 5.75 5,622 five-year term December 26, 2024 141,348 198,941 Total notes payable 806,348 598,941 Less: current maturities (725,920 ) (259,425 ) Notes payable $ 80,428 $ 339,516 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consist of the following at September 30, 2022 and 2021, respectively: Schedule of Convertible Notes Payable September 30, September 30, 2022 2021 On February 11, 2020, the Company completed the sale to an accredited investor of a 9 50,000 August 11, 2022 9 0.15 0.03 10,000 60,000 10,000 333,334 0.03 February 11, 2024 650,000 6,989 $ 50,000 $ 50,000 On February 11, 2020, the Company completed the sale to an accredited investor of a 9 150,000 August 11, 2022 9 0.15 0.03 50,000 200,000 50,000 1,666,667 0.03 February 11, 2024 1,950,000 20,968 150,000 150,000 On February 10, 2020, the Company completed the sale to an accredited investor of a 9 350,000 August 10, 2022 9 0.15 0.03 50,000 400,000 50,000 1,666,667 0.03 February 11, 2024 4,550,000 43,788 350,000 350,000 On September 23, 2019, the Company received proceeds of $ 200,000 8 August 10, 2022 0.11 On September 30, 2020, the maturity date was extended to August 10, 2022 90,000 3,000,000 0.03 355,470 98,188 362,765 February 11, 2024 718,234 355,470 On November 8, 2018, the Company received proceeds of $ 350,000 8 August 10, 2022 0.14 0.03 February 11, 2024 350,000 350,000 On November 5, 2018, the Company received proceeds of $ 150,000 8 August 10, 2022 0.14 0.03 150,000 150,000 Total convertible notes payable 1,768,234 1,405,470 Less: unamortized debt discounts (84,767 ) (98,188 ) Total convertible debt 1,683,467 1,307,282 Less: current maturities 1,198,469 1,050,000 Convertible notes payable $ 484,998 $ 257,282 |
Schedule of Interest Expense | The Company recognized interest expense for the years ended September 30, 2022 and 2021, respectively, as follows: Schedule of Interest Expense September 30, 2022 September 30, 2021 Interest on short term loans $ - $ 1,558 Interest on capital leases 11,572 20,874 Interest on notes payable 49,560 11,302 Amortization of beneficial conversion features 85,166 8,322 Interest on convertible notes 113,976 102,901 Total interest expense $ 260,274 $ 144,957 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Common Stock Options Outstanding | The following is a summary of information about the stock options outstanding at September 30, 2022. Summary of Common Stock Options Outstanding Shares Underlying Shares Underlying Options Outstanding Options Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Options Contractual Exercise Options Exercise Prices Outstanding Life Price Exercisable Price $ 0.05 0.13 6,020,000 6.01 0.07 5,573,571 $ 0.07 |
Schedule of Weighted-Average Assumptions Used for Grants Under Fixed Option Plan | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Schedule of Weighted-Average Assumptions Used for Grants Under Fixed Option Plan September 30, September 30, 2022 2021 Average risk-free interest rates 1.21 % 0.88 % Average expected life (in years) 5.00 5.00 Volatility 143 % 156 % |
Schedule of Activity of Outstanding Common Stock Options | The following is a summary of activity of outstanding common stock options: Schedule of Activity of Outstanding Common Stock Options Weighted Average Number Exercise of Shares Price Balance, September 30, 2020 3,570,000 $ 0.11 Options issued 2,800,000 0.05 Options repurchased/expired (750,000 ) (0.10 ) Balance, September 30, 2021 5,620,000 $ 0.08 Options issued 1,000,000 0.02 Options forfeited (600,000 ) (0.11 ) Balance, September 30, 2022 6,020,000 $ 0.07 Exercisable, September 30, 2022 5,573,571 $ 0.07 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Common Stock Warrants | |
Summary of Common Stock Warrants Outstanding | The following is a summary of information about our warrants to purchase common stock outstanding at September 30, 2022 (including those issued to both investors and service providers). Summary of Common Stock Warrants Outstanding Shares Underlying Shares Underlying Warrants Outstanding Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $ 0.10 1,500,000 7.44 $ 0.10 1,500,000 $ 0.10 |
Schedule of Outstanding Common Stock Warrants Activity | The following is a summary of activity of outstanding common stock warrants: Schedule of Outstanding Common Stock Warrants Activity Weighted Average Number Exercise of Shares Price Balance, September 30, 2020 4,274,269 $ 0.20 Warrants granted - - Warrants expired (1,739,268 ) (0.25 ) Balance, September 30, 2021 2,535,001 $ 0.17 Warrants granted - - Warrants expired (1,035,001 ) (0.26 ) Balance, September 30, 2022 1,500,000 $ 0.10 Exercisable, September 30, 2022 1,500,000 $ 0.10 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The effective income tax rate for the years ended September 30, 2022 and 2021 consisted of the following: Schedule of Effective Income Tax Rate 2022 2021 September 30, 2022 2021 Federal statutory income tax rate 21 % 21 % State income taxes - % - % Change in valuation allowance (21 )% (21 )% Net effective income tax rate - - |
Schedule of Deferred Tax Asset | The components of the Company’s deferred tax asset are as follows: Schedule of Deferred Tax Asset 2022 2021 September 30, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 3,130,800 $ 2,958,700 Net deferred tax assets before valuation allowance $ 3,130,800 $ 2,958,700 Less: Valuation allowance (3,130,800 ) (2,958,700 ) Net deferred tax assets $ - $ - |
Schedule of Entities Under Comm
Schedule of Entities Under Common Control and Ownership (Details) | 12 Months Ended | |
Sep. 30, 2022 | ||
Entities Under Common Control and Ownership One [Member] | ||
Name of Entity | Digipath, Inc. | [1] |
Jurisdiction of Incorporation | Nevada | |
Relationship | Parent | |
Entities Under Common Control and Ownership Two [Member] | ||
Name of Entity | Digipath Labs, Inc. | |
Jurisdiction of Incorporation | Nevada | |
Relationship | Subsidiary | |
Entities Under Common Control and Ownership Three [Member] | ||
Name of Entity | Digipath Labs CA, Inc | [2] |
Jurisdiction of Incorporation | California | |
Relationship | Subsidiary | |
Entities Under Common Control and Ownership Four [Member] | ||
Name of Entity | Digipath Labs S.A.S. | [3] |
Jurisdiction of Incorporation | Colombia | |
Relationship | Subsidiary | |
Entities Under Common Control and Ownership Five [Member] | ||
Name of Entity | VSSL Enterprises, Ltd. | [4] |
Jurisdiction of Incorporation | Canada | |
Relationship | Subsidiary | |
[1]Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company.[2]Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations.[3]Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations.[4]Acquired on March 11, 2020. |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Computer Software, Intangible Asset [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Lab Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful lives | Term of lease |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||
Allowance for doubtful accounts | $ 139,279 | $ 87,795 |
Advertising expense | $ 58,739 | $ 28,050 |
Antidilutive securities earning per share | 0 | 0 |
Conversion of preferred shares | 8,340,000 | |
Series A Convertible Preferred Stock [Member] | ||
Product Information [Line Items] | ||
Conversion of preferred shares | 13,579,710 | |
Series B Convertible Preferred Stock [Member] | ||
Product Information [Line Items] | ||
Conversion of preferred shares | 6,629,710 | |
Convertible Debt Securities [Member] | ||
Product Information [Line Items] | ||
Antidilutive securities earning per share | 58,941,155 | 46,848,988 |
Share-Based Payment Arrangement, Option [Member] | ||
Product Information [Line Items] | ||
Antidilutive securities earning per share | 6,020,000 | 5,620,000 |
Warrant [Member] | ||
Product Information [Line Items] | ||
Antidilutive securities earning per share | 1,500,000 | 2,535,001 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 27% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 27% | |
Gross Revenue [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10% | |
Gross Revenue [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10% | |
Revenue [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 29% | |
Revenue [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 23% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 20,008,771 | $ 17,951,653 |
Summary of Financial Instrument
Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash | $ 56,138 | $ 295,957 |
Lease liabilities | ||
Note payable | ||
Convertible notes payable, net of discounts | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash | ||
Lease liabilities | ||
Note payable | 806,348 | 598,941 |
Convertible notes payable, net of discounts | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash | ||
Lease liabilities | 330,510 | 444,131 |
Note payable | ||
Convertible notes payable, net of discounts | $ 1,683,467 | $ 1,307,282 |
Summary of Financial Instrume_2
Summary of Financial Instruments at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Short-Term Debt [Line Items] | ||
Convertible notes discounts | $ 84,767 | $ 98,188 |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes discounts | $ 84,767 | $ 98,188 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | 12 Months Ended | 13 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Jun. 13, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest Income (Expense), Net | $ 63,087 | $ 930 | ||
Interest receivable | 64,017 | $ 64,017 | ||
Net receivables | 100,000 | $ 230,929 | 100,000 | |
Northwest Analytical Labs, Inc. [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Loan received from related party | $ 95,000 | |||
Note bearing interest rate | 10% | |||
C3 Labs, Inc., [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Loan received from related party | $ 1,056,570 | $ 1,056,570 | ||
Note bearing interest rate | 8% | 8% | ||
Debt Instrument, Maturity Date | Aug. 23, 2022 | |||
Proceeds from sale of equipment | $ 175,000 | |||
Financing Receivable, Allowance for Credit Loss, Current | 845,587 | $ 845,587 | ||
Net receivables | $ 100,000 | $ 100,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Property, Plant and Equipment [Abstract] | ||
Software | $ 125,903 | $ 125,903 |
Office equipment | 71,601 | 71,601 |
Furniture and fixtures | 29,879 | 29,879 |
Lab equipment | 1,455,479 | 1,453,716 |
Leasehold improvements | 510,076 | 494,117 |
Lab equipment held under capital leases | 99,193 | 99,193 |
Fixed assets, gross | 2,292,131 | 2,274,409 |
Less: accumulated depreciation | (1,831,308) | (1,627,157) |
Total | $ 460,823 | $ 647,252 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Fixed assets | $ 460,823 | $ 647,252 | |
Accumulated depreciation | 1,831,308 | 1,627,157 | |
Depreciation and amortization expense | $ 204,151 | $ 292,133 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets | $ 3,176 | ||
Chief Executive Officer [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets | 2,227 | ||
Chief Executive Officer [Member] | Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | 949 | ||
Loss of assets | $ 2,227 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||
Operating lease cost | $ 118,873 | $ 118,873 |
Amortization of assets | 19,839 | 19,839 |
Interest on lease liabilities | 1,620 | 7,310 |
Total net lease cost | $ 140,332 | $ 146,022 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Leases | ||
Operating lease assets | $ 316,961 | $ 413,884 |
Current portion of operating lease liabilities | 100,685 | 93,601 |
Noncurrent operating lease liabilities | 229,825 | 330,151 |
Total operating lease liabilities | 330,510 | 423,752 |
Equipment, at cost | 99,193 | 99,193 |
Accumulated amortization | (59,516) | (39,677) |
Equipment, net | 39,677 | 59,516 |
Current portion of finance lease liabilities | 20,379 | |
Total finance lease liabilities | $ 20,379 | |
Weighted average remaining lease term operating leases | 2 years 11 months 1 day | 3 years 11 months 1 day |
Weighted average remaining lease term Finance leases | 0 years | 6 months 18 days |
Weighted average discount rate operating leases | 5.75% | 5.75% |
Weighted average discount rate finance lease | 18.41% | 18.41% |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow and Other Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||
Operating cash flows provided by sublet operating leases | ||
Operating cash flows used for operating leases | 93,601 | 84,731 |
Financing cash flows used for finance leases | 20,379 | 32,532 |
Total operating lease liabilities | ||
Total finance lease liabilities |
Schedule of Future Minimum Annu
Schedule of Future Minimum Annual Lease Commitments Under Operating Leases (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Leases | ||
2023 | $ 119,468 | |
2024 | 123,543 | |
2025 | 116,891 | |
2026 | ||
2027 | ||
Total future undiscounted lease payments | 359,902 | |
Less interest | 29,392 | |
Present value of lease payments | 330,510 | $ 423,752 |
Less current portion | 100,685 | 93,601 |
Long-term operating lease liabilities | $ 229,825 | $ 330,151 |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended |
Sep. 30, 2022 | |
Leases | |
Lease Expiration Date | Aug. 31, 2025 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Short-Term Debt [Line Items] | ||
Total notes payable | $ 806,348 | $ 598,941 |
Less: current maturities | (725,920) | (259,425) |
Notes payable | 80,428 | 339,516 |
Notes payable one [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 665,000 | 400,000 |
Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | $ 141,348 | $ 198,941 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | |||
Sep. 10, 2021 | Dec. 26, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||||
Repayments of notes payable | $ 125,000 | |||
Canna Lab Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amount | $ 675,000 | |||
Debt instrument interest percentage | 12% | |||
Debt Instrument, Maturity Date | Sep. 10, 2024 | |||
Debt instrument periodic payment | $ 22,419.66 | |||
Secured Promissory Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt conversion original debt amount | 115,000 | |||
Repayments of notes payable | $ 125,000 | |||
Note Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt instrument interest percentage | 5.75% | |||
Debt Instrument, Maturity Date | Dec. 26, 2024 | |||
Debt instrument periodic payment | $ 5,622 | |||
Payments for lab equipment | 377,124 | |||
Proceeds from bank loan | $ 291,931 | |||
Debt instrument term description | five-year term |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Short-Term Debt [Line Items] | ||
Total convertible notes payable | $ 1,768,234 | $ 1,405,470 |
Less: unamortized debt discounts | (84,767) | (98,188) |
Total convertible debt | 1,683,467 | 1,307,282 |
Less: current maturities | 1,198,469 | 1,050,000 |
Convertible notes payable | 484,998 | 257,282 |
Convertible Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | 50,000 | 50,000 |
Convertible Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | 150,000 | 150,000 |
Convertible Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | 350,000 | 350,000 |
Convertible Notes Payable Four [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | 718,234 | 355,470 |
Convertible Notes Payable Five [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | 350,000 | 350,000 |
Convertible Notes Payable Six [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | $ 150,000 | $ 150,000 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2022 | Aug. 11, 2022 | Aug. 08, 2022 | Sep. 30, 2021 | Feb. 22, 2021 | Dec. 29, 2020 | Dec. 28, 2020 | Sep. 30, 2020 | Feb. 11, 2020 | Feb. 10, 2020 | Sep. 23, 2019 | Nov. 08, 2018 | Nov. 05, 2018 | Aug. 18, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||||||||||||||||
Convertible debt | $ 402,765 | $ 267,000 | ||||||||||||||
Amortization of debt discount premium | 85,166 | $ 8,322 | ||||||||||||||
Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 9% | |||||||||||||||
Debt principal amount | $ 10,000 | $ 60,000 | $ 50,000 | |||||||||||||
Maturity date | Feb. 11, 2024 | Aug. 11, 2022 | ||||||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | |||||||||||||
Convertible debt | $ 10,000 | |||||||||||||||
Shares of common stock converted | 333,334 | |||||||||||||||
Shares of common stock issued | 650,000 | |||||||||||||||
Debt instrument fair value | $ 6,989 | |||||||||||||||
Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 9% | |||||||||||||||
Debt principal amount | $ 50,000 | $ 200,000 | $ 150,000 | |||||||||||||
Maturity date | Feb. 11, 2024 | Aug. 11, 2022 | ||||||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | |||||||||||||
Convertible debt | $ 50,000 | |||||||||||||||
Shares of common stock converted | 1,666,667 | |||||||||||||||
Shares of common stock issued | 1,950,000 | |||||||||||||||
Debt instrument fair value | $ 20,968 | |||||||||||||||
9% Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 9% | |||||||||||||||
Debt principal amount | $ 50,000 | $ 400,000 | $ 350,000 | |||||||||||||
Maturity date | Aug. 10, 2022 | Feb. 11, 2024 | ||||||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | |||||||||||||
Convertible debt | $ 50,000 | |||||||||||||||
Shares of common stock converted | 1,666,667 | |||||||||||||||
Shares of common stock issued | 4,550,000 | |||||||||||||||
Debt instrument fair value | $ 43,788 | |||||||||||||||
Senior Secured Convertible Note [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 8% | |||||||||||||||
Debt principal amount | $ 90,000 | $ 200,000 | ||||||||||||||
Maturity date | Feb. 11, 2024 | Aug. 10, 2022 | Aug. 10, 2022 | |||||||||||||
Conversion price per share | $ 0.03 | $ 0.11 | ||||||||||||||
Convertible debt | $ 362,765 | |||||||||||||||
Shares of common stock converted | 3,000,000 | |||||||||||||||
Debt instrument maturity date description | On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share | |||||||||||||||
Debt instrument periodic payment | $ 355,470 | |||||||||||||||
Amortization of debt discount premium | $ 98,188 | |||||||||||||||
Senior Secured Convertible Note One [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 8% | |||||||||||||||
Debt principal amount | $ 350,000 | |||||||||||||||
Maturity date | Feb. 11, 2024 | Aug. 10, 2022 | ||||||||||||||
Conversion price per share | $ 0.03 | $ 0.14 | ||||||||||||||
Senior Secured Convertible Note Two [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument interest percentage | 8% | |||||||||||||||
Debt principal amount | $ 150,000 | |||||||||||||||
Maturity date | Aug. 10, 2022 | |||||||||||||||
Conversion price per share | $ 0.03 | $ 0.14 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest expense | $ 49,560 | $ 14,700 |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Interest on short term loans | $ 1,558 | |
Interest on capital leases | 11,572 | 20,874 |
Interest on notes payable | 49,560 | 11,302 |
Amortization of beneficial conversion features | 85,166 | 8,322 |
Interest on convertible notes | 113,976 | 102,901 |
Total interest expense | $ 260,274 | $ 144,957 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||
Convertible notes discounts | $ 65,001 | $ 98,188 |
Amortization of debt discounts | 85,166 | 8,322 |
Unamortized discounts | $ 84,767 | 98,188 |
Maximum Share Amount [Member] | ||
Short-Term Debt [Line Items] | ||
Maximum amount owned percentage of issued and outstanding common shares | 4.99% | |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes discounts | $ 71,745 | 98,188 |
Amortization of debt discounts | 85,166 | 8,322 |
Unamortized discounts | 84,767 | 98,188 |
Convertible notes interest expense | $ 113,976 | $ 87,690 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | |||
Jul. 25, 2022 | Dec. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||
Purchase price | 100% | |||
Proceeds from issuance of preference stock | $ 55,600 | |||
Number of shares converted | $ 192,154 | |||
Conversion of stock shares issued | 8,340,000 | |||
Issued and outstanding common stock | 4.99% | |||
Common stock par value | $ 0.001 | $ 0.001 | ||
Common stock authorized | 250,000,000 | 250,000,000 | ||
Common stock, shares issued | 75,146,820 | 71,230,153 | ||
Common stock, shares outstanding | 75,146,820 | 71,230,153 | ||
Stock issued during period, shares, issued for services | 3,666,667 | |||
Stock issued during period, value, issued for services | $ 143,500 | $ 256,255 | ||
Stock issued during period value settlement | 7,500 | |||
Issuance of common stock for compensation, shares | 5,392,918 | |||
Third Party Consultants [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares issued | 1,800,000 | |||
Officers [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares issued | 2,744,585 | |||
Board of [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares issued | 1,898,333 | |||
President [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares issued | 750,000 | |||
Consultant [Member] | ||||
Class of Stock [Line Items] | ||||
Stock-based compensation expense | $ 143,500 | $ 256,255 | ||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares issued | 6,666,668 | |||
Stock issued during period, shares, issued for services | 3,666,667 | 5,392,918 | ||
Stock issued during period, value, issued for services | $ 3,667 | $ 5,393 | ||
Stock issued during period value settlement | $ 250 | |||
Stock issued during period shares settlement | 250,000 | |||
Sale of Common stock | 900,000 | |||
Proceeds from sale of equity | $ 20,250 | |||
Debt instrument, face amount | $ 200,000 | |||
Common Stock [Member] | Chief Financial Officer [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares, issued for services | 1,500,000 | |||
Stock issued during period, value, issued for services | $ 52,500 | |||
Common Stock [Member] | Third Party Consultants [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares, issued for services | 2,166,667 | |||
Stock issued during period, value, issued for services | $ 91,000 | |||
Stock issued during period value settlement | $ 250,000 | |||
Stock issued during period shares settlement | 7,500 | |||
Common Stock [Member] | Lenders [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares, conversion of units | 7,150,000 | |||
Stock payable fair value | 71,745 | |||
Common Stock [Member] | Officers [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares issued | 1,000,000 | |||
Series A Convertible Preferred Stock [Member] | ||||
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 | $ 6,000,000 | |||
Preferred stock, shares issued | 1,047,942 | 1,325,942 | ||
Preferred stock, shares outstanding | 1,047,942 | 1,325,942 | ||
Conversion of stock shares issued | 13,579,710 | |||
Series B Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares designated | $ 1,500,000 | |||
Conversion of stock shares issued | 6,629,710 | |||
Series C Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares designated | $ 1,000 | |||
Preferred stock, shares designated remaining | 2,499,000 | |||
Preferred stock, shares issued | 1,000 | 0 | ||
Preferred stock, shares outstanding | 1,000 | 0 | ||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 1,047,942 | |||
Preferred stock, shares outstanding | 1,047,942 | |||
Conversion of stock shares converted | 1,047,942 | |||
Number of shares converted | 5,239,710 | |||
Common stock, conversion features | 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 | |||
Conversion of stock description | the Company offered to the Series A Preferred shareholders the ability to convert their Preferred A shares into Preferred B shares for an additional investment of 20% of their initial Series A investment | |||
Proceeds from issuance of preference stock | $ 55,600 | |||
Series A Preferred Stock [Member] | Exchange Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of stock shares converted | 278,000 | |||
Series A Preferred Stock [Member] | Noteholders [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of equity beneficial ownership | 4.99% | |||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 1 | |||
Preferred stock, shares issued | 333,600 | |||
Preferred stock, shares outstanding | 333,600 | |||
Conversion of stock shares converted | 333,600 | |||
Number of shares converted | 278,000 | |||
Conversion of stock description | Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends | |||
Number of shares issued | 55,600 | |||
Number of shares converted | $ 192,154 | |||
Preferred stock voting rights | $ 0.04 | |||
Series B Preferred Stock [Member] | Investor [Member] | ||||
Class of Stock [Line Items] | ||||
Shares, purchased | 55,600 | |||
Share weighted average price of shares purchased | $ 1 | |||
Gross proceeds | $ 55,600 | |||
Series B Preferred Stock [Member] | Exchange Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of stock shares converted | 278,000 | |||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 1,000 | |||
Preferred stock, shares outstanding | 1,000 | |||
Preferred stock voting rights | $ 0.10 | |||
Preferred stock voting rights | 200,000 | |||
Series C Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of stock shares converted | 1,000 | |||
Share weighted average price of shares purchased | $ 0.10 | |||
Compensation expenses to officer | $ 360,200 |
Summary of Common Stock Options
Summary of Common Stock Options Outstanding (Details) | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Range of Exercise Price, Minimum | $ 0.05 |
Range of Exercise Price, Maximum | $ 0.13 |
Number of Options Outstanding | shares | 6,020,000 |
Weighted Average Remaining Contractual Life | 6 years 3 days |
Weighted Average Exercise Price | $ 0.07 |
Number of Shares Exercisable | shares | 5,573,571 |
Weighted Average Exercise Price Exercisable | $ 0.07 |
Schedule of Weighted-Average As
Schedule of Weighted-Average Assumptions Used for Grants Under Fixed Option Plan (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Average risk-free interest rates | 1.21% | 0.88% |
Average expected life (in years) | 5 years | 5 years |
Volatility | 143% | 156% |
Schedule of Activity of Outstan
Schedule of Activity of Outstanding Common Stock Options (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares Outstanding, Ending balance | 5,620,000 | 3,570,000 |
Weighted Average Exercise Price, Outstanding, Ending | $ 0.08 | $ 0.11 |
Number of Shares Options issued | 1,000,000 | 2,800,000 |
Weighted Average Exercise Price, Options issued | $ 0.02 | $ 0.05 |
Number of Shares Options repurchased/expired | (750,000) | |
Weighted Average Exercise Price, Options repurchased/expired | $ (0.10) | |
Number of Shares Options forfeited | (600,000) | |
Weighted Average Exercise Price, Options Forfeited | $ (0.11) | |
Number of Shares Outstanding, Ending balance | 6,020,000 | 5,620,000 |
Weighted Average Exercise Price, Outstanding, Ending | $ 0.07 | $ 0.08 |
Number of Shares Exercisable | 5,573,571 | |
Weighted Average Exercise Price, Exercisable | $ 0.07 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 21, 2016 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of options granted to purchase shares of common stock | 1,000,000 | 2,800,000 | ||
Stock issued during period, value, issued for services | $ 143,500 | $ 256,255 | ||
Stock option, volatility rate | 143% | 156% | ||
Options exercise price per share | $ 0.02 | $ 0.05 | ||
Stock option, minimum volatility rate | 167% | |||
Stock option, maximum volatility rate | 185% | |||
Weighted average exercise price per share | $ 0.10 | |||
Intrinsic value, market price per share | 0.007 | |||
Intrinsic value weighted-average exercise price per share | $ 0.07 | |||
Amortization of Stock Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expenses | $ 62,533 | $ 147,631 | ||
Unamortized expenses expected to be expensed | 15,187 | |||
Common Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock issued during period, value, issued for services | $ 3,667 | $ 5,393 | ||
Number of shares issued | 6,666,668 | |||
Weighted average exercise price per share | $ 0 | $ 0 | ||
Unrelated Third Party [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option, volatility rate | 143% | |||
Stock option, call option per share | $ 0.021 | |||
Options exercise price per share | $ 0.024 | |||
Officers [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares issued | 2,744,585 | |||
Officers [Member] | Common Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares issued | 1,000,000 | |||
Third Party Consultants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares issued | 1,800,000 | |||
Third Party Consultants [Member] | Common Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock issued during period, value, issued for services | $ 91,000 | |||
Equity Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of options granted to purchase shares of common stock | 2,800,000 | |||
Stock issued during period, value, issued for services | $ 142,862 | |||
Options exercise price per share | $ 0.03 | |||
Stock remaining options vesting period | 2 years | |||
Equity Option [Member] | Unrelated Third Party [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of options granted to purchase shares of common stock | 1,000,000 | |||
Stock issued during period, value, issued for services | $ 20,994 | |||
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option, call option per share | $ 0.0576 | |||
Options exercise price per share | 0.06 | |||
Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option, call option per share | 0.0463 | |||
Options exercise price per share | $ 0.0481 | |||
2012 Stock Incentive Plan [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares issued under stock plan | 11,500,000 |
Summary of Common Stock Warrant
Summary of Common Stock Warrants Outstanding (Details) | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Common Stock Warrants | |
Range of Exercise Price, Minimum | $ 0.10 |
Number of Warrants Outstanding | shares | 1,500,000 |
Weighted Average Remaining Contractual Life | 7 years 5 months 8 days |
Weighted Average Exercise Price | $ 0.10 |
Number of Warrants Exercisable | shares | 1,500,000 |
Weighted Average Exercise Price, Exercisable | $ 0.10 |
Schedule of Outstanding Common
Schedule of Outstanding Common Stock Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Common Stock Warrants | ||
Number of Shares, Balance beginning | 2,535,001 | 4,274,269 |
Weighted Average Exercise Price, Balance beginning | $ 0.17 | $ 0.20 |
Number of Shares, Warrants granted | ||
Weighted Average Exercise Price, Warrants granted | ||
Number of Shares, Warrants expired | (1,035,001) | (1,739,268) |
Weighted Average Exercise Price, Warrants expired | $ (0.26) | $ (0.25) |
Number of Shares, Balance ending | 1,500,000 | 2,535,001 |
Weighted Average Exercise Price, Balance, ending | $ 0.10 | $ 0.17 |
Number of Shares, Exercisable | 1,500,000 | |
Weighted Average Exercise Price, Exercisable | $ 0.10 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Number of warrant to purchase of common stock shares | 1,500,000 | |
Intrinsic value, market price per share | $ 0.007 | |
Intrinsic value weighted-average exercise price per share | $ 0.07 | |
Warrant [Member] | ||
Number of warrant to purchase of common stock shares | 1,035,001 | 1,739,268 |
Weighted average exercise price | $ 0.26 | $ 0.25 |
Intrinsic value, market price per share | 0.007 | |
Intrinsic value weighted-average exercise price per share | $ 0.10 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
State income taxes | ||
Change in valuation allowance | (21.00%) | (21.00%) |
Net effective income tax rate |
Schedule of Deferred Tax Asset
Schedule of Deferred Tax Asset (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 3,130,800 | $ 2,958,700 |
Net deferred tax assets before valuation allowance | 3,130,800 | 2,958,700 |
Less: Valuation allowance | (3,130,800) | (2,958,700) |
Net deferred tax assets |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 14,908,500 |
Operating loss expiration | 2031 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||
Number of warrant to purchase of common stock shares | 1,500,000 | ||
Convertible debt | $ 402,765 | $ 267,000 | |
Purchase price down payment | $ 100,000 | $ 230,929 | |
Subsequent Event [Member] | Asset Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument stated percentage | 10% | ||
Purchase price note receivable | $ 900,000 | ||
Purchase price down payment | $ 275,000 | ||
Convertible Note One [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument maturity date | Feb. 11, 2024 | ||
Number of warrant to purchase of common stock shares | 4,621,105 | ||
Warrants exercise price per share | $ 0.0074 | ||
Convertible Note Two [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument maturity date | Feb. 11, 2024 | ||
Number of warrant to purchase of common stock shares | 4,550,000 | ||
Warrants exercise price per share | $ 0.0074 | ||
Convertible Note Three [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument maturity date | Feb. 11, 2024 | ||
Number of warrant to purchase of common stock shares | 4,715,945 | ||
Warrants exercise price per share | $ 0.0074 | ||
Convertible debt | $ 362,765 | ||
Debt instrument stated percentage | 8% |