Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2023 | May 26, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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 St | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 82,296,820 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Current assets: | ||
Cash | $ 115,868 | $ 56,168 |
Note receivable | 100,000 | |
Other current assets | 11,450 | 12,739 |
Assets held for sale - current | 358,661 | 393,197 |
Total current assets | 485,979 | 562,104 |
Fixed assets, net | 55,000 | |
Assets held for sale – long term | 627,048 | 722,784 |
Total non-current assets | 627,048 | 777,784 |
Total Assets | 1,113,027 | 1,339,888 |
Current liabilities: | ||
Accounts payable | 248,942 | 215,558 |
Accrued expenses | 341,544 | 345,797 |
Current maturities of notes payable | 665,000 | 665,000 |
Liabilities held for sale - current | 557,163 | 529,085 |
Total current liabilities | 3,479,794 | 2,953,909 |
Non-current liabilities: | ||
Convertible notes payable, net of discounts and current maturities | 174,726 | |
Liabilities held for sale – long term | 206,865 | 310,253 |
Total non-current liabilities | 206,865 | 795,251 |
Total Liabilities | 3,686,659 | 3,749,160 |
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of March 31, 2023 and September 30, 2022 | 333,600 | 333,600 |
Stockholders’ Deficit: | ||
Preferred stock, value | ||
Common stock, $0.001 par value, 250,000,000 shares authorized; 82,296,820 and 75,146,820 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively | 82,297 | 75,147 |
Common stock payable | 32,120 | 71,745 |
Additional paid-in capital | 17,293,902 | 17,117,958 |
Accumulated deficit | (20,316,599) | (20,008,771) |
Total Stockholders’ Deficit | (2,907,232) | (2,742,872) |
Total Liabilities and Stockholders’ Deficit | 1,113,027 | 1,339,888 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock, value | 1,048 | 1,048 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock, value | 1 | |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Current maturities of convertible notes payable related parties, net of discounts | 1,342,383 | 1,198,469 |
Non-current liabilities: | ||
Convertible notes payable, net of discounts and current maturities | 174,726 | |
Related Party [Member] | ||
Current liabilities: | ||
Current maturities of convertible notes payable related parties, net of discounts | 324,762 | |
Non-current liabilities: | ||
Convertible notes payable, net of discounts and current maturities | $ 310,272 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Sep. 30, 2022 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 82,296,820 | 75,146,820 |
Common stock, shares outstanding | 82,296,820 | 75,146,820 |
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 | 333,600 |
Temporary equity, shares outstanding | 333,600 | 333,600 |
Preferred stock, shares issued | 333,600 | |
Preferred stock, shares outstanding | 333,600 | |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 1,047,942 | 1,047,942 |
Preferred stock, shares outstanding | 1,047,942 | 1,047,942 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 0 | 1,000 |
Preferred stock, shares outstanding | 0 | 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Cost of sales | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative | 45,674 | 42,479 | 85,198 | 82,135 |
Professional fees | 128,440 | 259,977 | 175,637 | 470,822 |
Total operating expenses | 174,114 | 302,456 | 260,835 | 552,957 |
Operating loss | (174,114) | (302,456) | (260,835) | (552,957) |
Other income (expense): | ||||
Other Expense | (55,000) | |||
Recovery of previously written off receivables | 135,000 | 135,000 | ||
Interest income | 15,295 | 24,675 | ||
Interest expense | (82,707) | (70,814) | (179,859) | (136,675) |
Total other income (expense) | 52,293 | (55,519) | (99,859) | (112,000) |
Net loss from continuing operations | (121,821) | (357,975) | (360,694) | (664,957) |
Net income (loss) from discontinued operations | 54,323 | (15,621) | 52,866 | 13,758 |
Net loss | (67,498) | (373,596) | (307,828) | (651,199) |
Preferred deemed dividend | (192,154) | |||
Net loss to common shareholders | $ (67,498) | $ (373,596) | $ (307,828) | $ (843,353) |
Weighted average number of common shares outstanding – basic | 82,296,820 | 74,019,042 | 82,257,534 | 73,194,439 |
Weighted average number of common shares outstanding – fully diluted | 82,296,820 | 74,019,042 | 82,257,534 | 73,194,439 |
Net loss per share from continuing operations – basic | $ 0 | $ 0 | $ 0 | $ (0.01) |
Net income (loss) per share from discontinued operations – basic | 0 | 0 | 0 | 0 |
Net loss per share – basic | 0 | 0 | 0 | (0.01) |
Net loss per share from continuing operations – diluted | 0 | 0 | 0 | (0.01) |
Net income (loss) per share from discontinued operations – diluted | 0 | 0 | 0 | 0 |
Net loss per share – diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Preferred Stock [Member] Series A Convertible Preferred Stock [Member] | Preferred Stock [Member] Series C Convertible Preferred Stock [Member] | Common Stock [Member] | Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Sep. 30, 2021 | $ 1,326 | $ 71,230 | $ 16,825,765 | $ (17,951,653) | $ (1,053,332) | |||
Balance, shares at Sep. 30, 2021 | 1,325,942 | 71,230,153 | ||||||
Stock-based compensation | 33,457 | 33,457 | ||||||
Net loss | (277,603) | (277,603) | ||||||
Series B Preferred shares sold for cash | $ 55,600 | |||||||
Series B Preferred shares sold for cash, shares | 55,600 | |||||||
Conversion of Series A Preferred Shares into Series B Preferred | $ 278,000 | $ (278) | (85,568) | (85,846) | ||||
Conversion of Series A Preferred Shares into Series B Preferred, shares | 278,000 | (278,000) | ||||||
Common stock issued for services | $ 1,500 | 51,000 | 52,500 | |||||
Common stock issued for services, shares | 1,500,000 | |||||||
Deemed dividend on preferred exchange | (192,154) | (192,154) | ||||||
Balance at Dec. 31, 2021 | $ 333,600 | $ 1,048 | $ 72,730 | 16,632,500 | (18,229,256) | (1,522,978) | ||
Balance, shares at Dec. 31, 2021 | 333,600 | 1,047,942 | 72,730,153 | |||||
Balance at Sep. 30, 2021 | $ 1,326 | $ 71,230 | 16,825,765 | (17,951,653) | (1,053,332) | |||
Balance, shares at Sep. 30, 2021 | 1,325,942 | 71,230,153 | ||||||
Net loss | (651,199) | |||||||
Balance at Mar. 31, 2022 | $ 333,600 | $ 1,048 | $ 75,147 | 16,741,047 | (18,602,852) | (1,785,610) | ||
Balance, shares at Mar. 31, 2022 | 333,600 | 1,047,942 | 75,146,820 | |||||
Balance at Dec. 31, 2021 | $ 333,600 | $ 1,048 | $ 72,730 | 16,632,500 | (18,229,256) | (1,522,978) | ||
Balance, shares at Dec. 31, 2021 | 333,600 | 1,047,942 | 72,730,153 | |||||
Net loss | (373,596) | (373,596) | ||||||
Common Shares issued for settlement of accounts payable | $ 250 | 7,250 | 7,500 | |||||
Common stock issued for settlement of accounts payable, shares | 250,000 | |||||||
Stock-based compensation | $ 2,167 | 101,297 | 103,464 | |||||
Stock-based compensation, shares | 2,166,667 | |||||||
Balance at Mar. 31, 2022 | $ 333,600 | $ 1,048 | $ 75,147 | 16,741,047 | (18,602,852) | (1,785,610) | ||
Balance, shares at Mar. 31, 2022 | 333,600 | 1,047,942 | 75,146,820 | |||||
Balance at Sep. 30, 2022 | $ 333,600 | $ 1,048 | $ 1 | $ 75,147 | 71,745 | 17,117,958 | (20,008,771) | (2,742,872) |
Balance, shares at Sep. 30, 2022 | 333,600 | 1,047,942 | 1,000 | 75,146,820 | ||||
Issuance of common shares to settle stock payable | $ 7,150 | (71,745) | 64,595 | |||||
Issuance of common shares to settle stock payable, shares | 7,150,000 | |||||||
Warrants issued as debt financing costs | 93,938 | 93,938 | ||||||
Stock-based compensation | 8,306 | 8,306 | ||||||
Net loss | (240,330) | (240,330) | ||||||
Balance at Dec. 31, 2022 | $ 333,600 | $ 1,048 | $ 1 | $ 82,297 | 17,284,797 | (20,249,101) | (2,880,958) | |
Balance, shares at Dec. 31, 2022 | 333,600 | 1,047,942 | 1,000 | 82,296,820 | ||||
Balance at Sep. 30, 2022 | $ 333,600 | $ 1,048 | $ 1 | $ 75,147 | 71,745 | 17,117,958 | (20,008,771) | (2,742,872) |
Balance, shares at Sep. 30, 2022 | 333,600 | 1,047,942 | 1,000 | 75,146,820 | ||||
Net loss | (307,828) | |||||||
Balance at Mar. 31, 2023 | $ 333,600 | $ 1,048 | $ 82,297 | 32,120 | 17,293,902 | (20,316,599) | (2,907,232) | |
Balance, shares at Mar. 31, 2023 | 333,600 | 1,047,942 | 82,296,820 | |||||
Balance at Dec. 31, 2022 | $ 333,600 | $ 1,048 | $ 1 | $ 82,297 | 17,284,797 | (20,249,101) | (2,880,958) | |
Balance, shares at Dec. 31, 2022 | 333,600 | 1,047,942 | 1,000 | 82,296,820 | ||||
Stock-based compensation | 9,204 | 9,204 | ||||||
Net loss | (67,498) | (67,498) | ||||||
Repurchased of preferred C stock | $ (1) | $ 0 | 0 | (99) | (100) | |||
Repurchased of preferred C stock, shares | (1,000) | 0 | ||||||
Common shares to be issued for compensation | 32,120 | 32,120 | ||||||
Balance at Mar. 31, 2023 | $ 333,600 | $ 1,048 | $ 82,297 | $ 32,120 | $ 17,293,902 | $ (20,316,599) | $ (2,907,232) | |
Balance, shares at Mar. 31, 2023 | 333,600 | 1,047,942 | 82,296,820 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss from continuing operations | $ (360,694) | $ (664,957) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Recovery of previously written off receivables | (135,000) | |
Stock-based compensation | 49,630 | 189,421 |
Amortization of debt discounts | 77,616 | 39,103 |
Impairment of fixed assets | 55,000 | |
Decrease (increase) in assets: | ||
Other current assets | 1,289 | (24,509) |
Increase (decrease) in liabilities: | ||
Accounts payable | 33,384 | 53,726 |
Accrued expenses | (4,253) | 103,086 |
Net cash used in operating activities from continuing operations | (283,028) | (304,130) |
Net cash provided by operating activities from discontinued operations | 141,538 | 113,844 |
Net cash used in operating activities | (141,490) | (190,286) |
Cash flows from investing activities | ||
Advance of note receivable | (773,622) | |
Proceeds from sale of collateralized assets | 235,000 | |
Net cash provided by (used in) investing activities from continuing operations | 235,000 | (773,622) |
Net cash used in investing activities from discontinued operations | (3,687) | (4,246) |
Net cash provided by (used in) investing activities | 231,313 | (777,868) |
Cash flows from financing activities | ||
Proceeds from notes payable | 390,000 | |
Proceeds from convertible notes | 394,265 | |
Payments on convertible notes | (40,000) | |
Proceeds from sale of common stock | ||
Proceeds from sale of preferred stock | 55,600 | |
Repurchase of preferred C stock | (100) | |
Net cash provided by (used in) financing activities from continuing operations | (100) | 799,865 |
Net cash provided by (used in) financing activities from discontinued operations | (30,023) | (44,874) |
Net cash provided by (used in) financing activities | (30,123) | 754,991 |
Net increase (decrease) in cash | 59,700 | (213,163) |
Cash – beginning | 56,168 | 295,932 |
Cash – ending | 115,868 | 82,769 |
Supplemental disclosures: | ||
Interest paid | 151,927 | 42,809 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Common stock issued for settlement of stock payable | 71,745 | |
Warrants issued for debt financing | 93,938 | |
Common stock issued for settlement of accounts payable | 7,500 | |
Conversion of Series A preferred into Series B preferred | 85,846 | |
Deemed dividend on preferred exchange | $ 192,154 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2023 | |
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, data analytics and media firm focused on the developing cannabis and hemp markets, and supports the cannabis industry’s best practices for reliable testing, cannabis education and training. Our mission is to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Digipath has been operating a cannabis-testing lab in Nevada since 2015. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2023: 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. Correction of an Error Stock-based compensation were reported in the six months ended June 30, 2022 as $202,143 in error. The error was corrected in the annual 2022 10-K as a component of professional fees. In addition, the Company reported the exchange of Series A Preferred Stock for Series B Stock as an exchange with equal value in error. The effect of the error corrections on the prior periods has been determined to be immaterial, however, the Company has labeled the column headings for the prior periods as “revised.” For the six months ended March 31, 2022, the financial statements of the line items affected by the revision are as follows: Schedule of Correction of an Error Consolidated Statement of Operations Line items for Q2-2022 effected by the restatement Previously Reported Correction of Error Effect of Discontinued operations Revised Professional Fees $ 554,861 $ (12,722 ) $ (71,317 ) $ 470,822 Total operating expenses 1,029,172 (12,722 ) (463,493 ) 552,957 Operating loss (543,485 ) 12,722 (22,194 ) (552,957 ) Net Income (loss) (663,921 ) 12,722 (13,758 ) (664,957 ) Deemed Dividend - (192,154 ) - (192,154 ) Net Income (loss) to common shareholders (663,921 ) (179,432 ) - (843,353 ) Consolidated Statement of Cash Flows Line items for Q2-2022 effected by the restatement Previously Reported Correction of Error Effect of Discontinued operations Revised Net Loss $ (663,921 ) $ 12,722 $ (13,758 ) $ (664,957 ) Stock-based compensation 202,143 (12,722 ) - 189,421 Non-cash Investing and Financing Activities Conversion of Series A preferred into Series B preferred 278,000 (192,154 ) - 85,846 Deemed dividend on preferred exchange 192,154 ) - 192,154 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. 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. (“Digipath Labs”), 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. Discontinued Operations On April 20, 2023, the Company and Digipath Labs entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs has agreed to sell substantially all of its assets to Buyer for a cash purchase price of $ 2,300,000 Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of March 31, 2023 and September 30, 2022. The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations as net income from discontinued operations for the periods ended March 31, 2023 and 2022. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the periods ended March 31, 2023 and 2022. Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of Digipath Labs. The discontinued operations exclude general corporate allocations. 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 There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Going Concern
Going Concern | 6 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern As shown in the accompanying consolidated financial statements, As of March 31, 2023, the Company had negative working capital of $ 2,993,815 20,316,599 115,868 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 | 6 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and September 30, 2022, respectively: Summary of Financial Instruments at Fair Value on Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at March 31, 2023 Level 1 Level 2 Level 3 Assets Cash $ 115,868 $ - $ - Liabilities Notes payable - 665,000 - Convertible notes payable, net of discounts of $ 81,752 - - 1,686,482 Level 1 Level 2 Level 3 Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 56,168 $ - $ - Liabilities Notes payable - 665,000 - Convertible notes payable, net of discounts of $ 84,767 - - 1,683,467 There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended March 31, 2023. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 – Related Party Transactions During the six months ended March 31, 2023 the Company incurred fees of $ 30,000 45,000 During the six months ended March 31, 2023 the Company incurred fees of $ 42,000 168,000 During the six months ended March 31, 2023, the Company granted 3,400,000 1,000,000 24,820 7,300 |
Note Receivable
Note Receivable | 6 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Note Receivable | Note 5 – 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 $ 1,047,649 8 August 23, 2022 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 and took possession of the equipment of C3 Labs (“C3 Equipment”), which it is in the process of liquidating. On December 8, 2022, the Company entered into an Asset Purchase Agreement with Invictus Wealth Group (“Invictus”), whereby the Company agreed to sell the C3 Equipment to Invictus for a total purchase price of $ 900,000 275,000 625,000 December 31, 2023 10 100,000 425,000 235,000 275,000 40,000 |
Fixed Assets
Fixed Assets | 6 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 6 – Fixed Assets Fixed assets consist of the following at March 31, 2023 and September 30, 2022: Schedule of Fixed Assets 2023 2022 As of March 31, September 30, 2023 2022 Lab equipment - 55,000 Fixed assets, gross - 55,000 Less: accumulated depreciation - - Total $ - $ 55,000 During the six months ended March 31, 2023, the Company recorded impairment expense in the amount of $ 55,000 |
Notes Payable
Notes Payable | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – Notes Payable Notes payable consists of the following at March 31, 2023 and September 30, 2022, respectively: Schedule of Notes Payable March 31, 2023 September 30, 2022 Notes payable $ - $ - 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 $ 665,000 Total notes payable 665,000 665,000 Less: current maturities (665,000 ) (665,000 ) Notes payable $ - $ - The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $ 29,770 39,444 Notes payable – discontinued operations On December 26, 2019, the Company financed the purchase of $ 377,124 291,931 5.75 5,622 five-year December 26, 2024 111,325 141,348 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 8 – Convertible Notes Payable Related Party Convertible notes payable consist of the following at March 31, 2023 and September 30, 2022, respectively: Schedule of Related Party Convertible Notes Payable March 31, September 30, 2023 2022 Convertible notes payable $ - $ 310,272 On February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $ 350,000 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 Total related party convertible notes payable 350,000 350,000 Less: unamortized debt discounts (25,238 ) (39,728 ) Total convertible debt 324,762 310,272 Less: current maturities (324,762 ) - Related party convertible notes payable $ - $ 310,272 Convertible notes payable consist of the following at March 31, 2023 and September 30, 2022, respectively: Schedule of Convertible Notes Payable March 31, September 30, 2023 2022 Convertible notes payable $ - $ 174,726 On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $ 50,000 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% Secured Subordinated Convertible Promissory Note in the principal amount of $ 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 September 23, 2019, the Company received proceeds of $ 200,000 8 August 10, 2022 0.11 August 10, 2022 0.03 90,000 3,000,000 0.03 355,470 98,188 February 11, 2024 4,621,105 32,166 355,469 355,469 On November 8, 2018, the Company received proceeds of $ 350,000 8 August 10, 2022 0.14 August 10, 2022 0.03 February 11, 2024 4,550,000 31,671 350,000 350,000 On October 1, 2022, The Company entered into a senior secured convertible note that carries an 8 February 11, 2024 362,765 0.01 4,715,945 30,102 362,765 362,765 On November 5, 2018, the Company received proceeds of $ 150,000 8 August 10, 2022 0.14 August 10, 2022 0.03 150,000 150,000 Total convertible notes payable 1,418,234 1,418,234 Less: unamortized debt discounts (75,851 ) (45,039 ) Total convertible debt 1,342,383 1,373,195 Less: current maturities (1,342,383 ) (1,198,469 ) Convertible notes payable $ - $ 174,726 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 $ 93,938 77,616 39,103 101,089 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 $ 72,473 58,128 The Company recognized interest expense for the six months ended March 31, 2023 and 2022, respectively, as follows: Schedule of Interest Expense March 31, March 31, 2023 2022 Interest on notes payable 29,770 39,444 Amortization of beneficial conversion features 77,616 39,103 Interest on convertible notes 72,473 58,128 Total interest expense $ 179,859 $ 136,675 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Mar. 31, 2023 | |
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 no Series A 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 and 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. Series B 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 No holder is permitted to convert its shares of Series B 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 B Preferred and 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. Series C The Series C Preferred were designated on July 20, 2022. The principal feature of the Series C Preferred Stock 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 votes for each share of Series C Preferred Stock. 0.10 Additional terms of the Series C Preferred and include the following: ● The shares of Series C Preferred are not entitled to dividends. ● 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 C Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the stated value per share of Series C Preferred. ● The shares of Series C Preferred are not entitled to conversion rights. On March 2, 2023, the Company entered into a Preferred Stock Repurchase Agreement with Todd Denkin, the Company’s president, pursuant to which Mr. Denkin surrendered his Series C Preferred back to the Company for the purchase price of $ 100 Common Stock Common stock consists of $ 0.001 250,000,000 82,296,820 During the six months ended March 31, 2023, the Company issued 7,150,000 71,745 During the six months ended March 31, 2023, the Company granted 3,400,000 shares of its common stock to the officers and 1,000,000 24,820 7,300 |
Common Stock Options
Common Stock Options | 6 Months Ended |
Mar. 31, 2023 | |
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 During the six months ended March 31, 2023, the Company issued to certain employees, options to purchase 2,100,000 10,446 184 0.00497 0.0056 5.75 Amortization of Stock-Based Compensation A total of $ 17,510 136,921 8,125 The following is a summary of information about the stock options outstanding at March 31, 2023. 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 $ 0.0056 0.13 8,120,000 5.53 $ 0.052 5,912,857 $ 0.069 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 during the six months ended March 31, 2023: Schedule of Weighted-Average Assumptions Used for Grants March 31, 2023 Average risk-free interest rates 3.88 % Average expected life (in years) 2.90 Volatility 184 % 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 six months ended March 31, 2023, there were no options granted with an exercise price below the fair value of the underlying stock at the grant date. The weighted average fair value of options granted with exercise prices at the current fair value of the underlying stock during the six months ended March 31, 2023, was approximately $ 0.005 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, 2022 6,020,000 $ 0.069 Options issued 2,100,000 0.006 Options forfeited - - Balance, March 31, 2023 8,120,000 $ 0.052 Exercisable, March 31, 2023 5,912,857 $ 0.069 As of March 31, 2023, these options in the aggregate had $ 4,830 0 0.008 |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Mar. 31, 2023 | |
Common Stock Warrants | |
Common Stock Warrants | Note 11 – Common Stock Warrants Warrants to purchase a total of 15,387,050 The following is a summary of information about our warrants to purchase common stock outstanding at March 31, 2023 (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 $ 0.0074 0.10 15,387,050 9.26 $ 0.02 15,387,050 $ 0.02 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, 2022 1,500,000 $ 0.10 Warrants granted 13,887,050 $ 0.007 Warrants expired - - Balance, March 31, 2023 15,387,050 $ 0.016 Exercisable, March 31, 2023 15,387,050 $ 0.016 As of March 31, 2023, these warrants in the aggregate had $ 6,944 0.008 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 12 – Discontinued Operations On April 20, 2023, the Company, and Digipath Labs entered into the Purchase Agreement with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs has agreed to sell substantially all of its assets to Buyer for a cash purchase price of $ 2,300,000 150,000 The Purchase Agreement includes a number of representations, warrantees, covenants and conditions to closing customary for this type of transaction. In addition, the closing of the transaction is subject to the approval of the Nevada Cannabis Compliance Board (the “CCB”). In the event CCB approval is not obtained by June 30, 2024, or any other condition to closing has not been satisfied by such date, either party may terminate the Purchase Agreement. Pursuant to the Purchase Agreement, the Buyer deposited $ 230,000 The balance sheets of Digipath Labs are summarized below: Schedule of Discontinued Operations Income Statement Balance Sheet and Additional Disclosures March 31, 2023 September 30, 2022 Current assets: Accounts receivable, net $ 315,625 $ 335,085 Deposits 18,675 25,141 Other current assets 24,361 32,971 Total current assets 358,661 393,197 Right-of-use asset 266,418 316,961 Fixed assets, net 360,630 405,823 Total long term assets 627,048 722,784 Total Assets $ 985,709 $ 1,115,981 Current liabilities: Accounts payable $ 337,758 $ 334,909 Accrued expenses 34,964 32,571 Current portion of operating lease liabilities 121,748 100,685 Current maturities of notes payable 62,693 60,920 Total current liabilities 557,163 529,085 Operating lease liabilities 158,233 229,825 Notes payable 48,632 80,428 Total long term liabilities 206,865 310,253 Total Liabilities $ 764,028 $ 839,338 The statements of operations of Digipath Labs combined are summarized below: 2023 2022 2023 2022 For the Three Months Ended For the Six Months Ended March 31, March 31 2023 2022 2023 2022 Revenues $ 760,710 $ 604,735 $ 1,487,465 $ 1,304,320 Cost of sales 459,608 396,032 882,443 818,633 Gross profit 301,102 208,703 605,022 485,687 Operating expenses: General and administrative 224,346 193,007 504,990 392,176 Professional fees 20,688 26,413 43,460 71,317 Total operating expenses 245,034 219,420 548,450 463,493 Operating income(loss) 56,068 (10,717 ) 56,572 22,194 Other income (expense): Interest expense (1,745 ) (4,904 ) (3,706 ) (8,436 ) Total other income (expense) (1,745 ) (4,904 ) (3,706 ) (8,436 ) Net income (loss) $ 54,323 $ (15,621 ) $ 52,866 $ 13,758 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events On April 20, 2023, the Company and Digipath Labs entered into the Purchase Agreement with DPL NV, LLC as described in Notes 1 and 12 above. In connection with the transactions contemplated by the Purchase Agreement, Digipath, Digipath Labs and Buyer entered into a Management Services Agreement (the “Management Services Agreement”), dated as of April 30, 2023, pursuant to which Buyer has been engaged to manage the operation of Digipath Labs’ cannabis testing laboratory (the “Lab”). The effectiveness of the Management Services Agreement is subject to the approval of the CCB, which has not yet been obtained. Pursuant to the Management Services Agreement, after the payment of expenses to third parties and a payment of 15% of cash collections to Digipath (but not less than $15,000) in each month, Buyer will be entitled to a management fee of $ 10,000 45 55 |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2023 | |
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, data analytics and media firm focused on the developing cannabis and hemp markets, and supports the cannabis industry’s best practices for reliable testing, cannabis education and training. Our mission is to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Digipath has been operating a cannabis-testing lab in Nevada since 2015. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2023: 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. Correction of an Error Stock-based compensation were reported in the six months ended June 30, 2022 as $202,143 in error. The error was corrected in the annual 2022 10-K as a component of professional fees. In addition, the Company reported the exchange of Series A Preferred Stock for Series B Stock as an exchange with equal value in error. The effect of the error corrections on the prior periods has been determined to be immaterial, however, the Company has labeled the column headings for the prior periods as “revised.” For the six months ended March 31, 2022, the financial statements of the line items affected by the revision are as follows: Schedule of Correction of an Error Consolidated Statement of Operations Line items for Q2-2022 effected by the restatement Previously Reported Correction of Error Effect of Discontinued operations Revised Professional Fees $ 554,861 $ (12,722 ) $ (71,317 ) $ 470,822 Total operating expenses 1,029,172 (12,722 ) (463,493 ) 552,957 Operating loss (543,485 ) 12,722 (22,194 ) (552,957 ) Net Income (loss) (663,921 ) 12,722 (13,758 ) (664,957 ) Deemed Dividend - (192,154 ) - (192,154 ) Net Income (loss) to common shareholders (663,921 ) (179,432 ) - (843,353 ) Consolidated Statement of Cash Flows Line items for Q2-2022 effected by the restatement Previously Reported Correction of Error Effect of Discontinued operations Revised Net Loss $ (663,921 ) $ 12,722 $ (13,758 ) $ (664,957 ) Stock-based compensation 202,143 (12,722 ) - 189,421 Non-cash Investing and Financing Activities Conversion of Series A preferred into Series B preferred 278,000 (192,154 ) - 85,846 Deemed dividend on preferred exchange 192,154 ) - 192,154 |
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. |
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. (“Digipath Labs”), 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. |
Discontinued Operations | Discontinued Operations On April 20, 2023, the Company and Digipath Labs entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs has agreed to sell substantially all of its assets to Buyer for a cash purchase price of $ 2,300,000 Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of March 31, 2023 and September 30, 2022. The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations as net income from discontinued operations for the periods ended March 31, 2023 and 2022. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the periods ended March 31, 2023 and 2022. Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of Digipath Labs. The discontinued operations exclude general corporate allocations. |
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 There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Entities Under Common Control and Ownership | The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2023: 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 Correction of an Error | Schedule of Correction of an Error Consolidated Statement of Operations Line items for Q2-2022 effected by the restatement Previously Reported Correction of Error Effect of Discontinued operations Revised Professional Fees $ 554,861 $ (12,722 ) $ (71,317 ) $ 470,822 Total operating expenses 1,029,172 (12,722 ) (463,493 ) 552,957 Operating loss (543,485 ) 12,722 (22,194 ) (552,957 ) Net Income (loss) (663,921 ) 12,722 (13,758 ) (664,957 ) Deemed Dividend - (192,154 ) - (192,154 ) Net Income (loss) to common shareholders (663,921 ) (179,432 ) - (843,353 ) Consolidated Statement of Cash Flows Line items for Q2-2022 effected by the restatement Previously Reported Correction of Error Effect of Discontinued operations Revised Net Loss $ (663,921 ) $ 12,722 $ (13,758 ) $ (664,957 ) Stock-based compensation 202,143 (12,722 ) - 189,421 Non-cash Investing and Financing Activities Conversion of Series A preferred into Series B preferred 278,000 (192,154 ) - 85,846 Deemed dividend on preferred exchange 192,154 ) - 192,154 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and September 30, 2022, respectively: Summary of Financial Instruments at Fair Value on Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at March 31, 2023 Level 1 Level 2 Level 3 Assets Cash $ 115,868 $ - $ - Liabilities Notes payable - 665,000 - Convertible notes payable, net of discounts of $ 81,752 - - 1,686,482 Level 1 Level 2 Level 3 Fair Value Measurements at September 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 56,168 $ - $ - Liabilities Notes payable - 665,000 - Convertible notes payable, net of discounts of $ 84,767 - - 1,683,467 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at March 31, 2023 and September 30, 2022: Schedule of Fixed Assets 2023 2022 As of March 31, September 30, 2023 2022 Lab equipment - 55,000 Fixed assets, gross - 55,000 Less: accumulated depreciation - - Total $ - $ 55,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following at March 31, 2023 and September 30, 2022, respectively: Schedule of Notes Payable March 31, 2023 September 30, 2022 Notes payable $ - $ - 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 $ 665,000 Total notes payable 665,000 665,000 Less: current maturities (665,000 ) (665,000 ) Notes payable $ - $ - The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $ 29,770 39,444 Notes payable – discontinued operations On December 26, 2019, the Company financed the purchase of $ 377,124 291,931 5.75 5,622 five-year December 26, 2024 111,325 141,348 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Related Party Convertible Notes Payable | Related Party Convertible notes payable consist of the following at March 31, 2023 and September 30, 2022, respectively: Schedule of Related Party Convertible Notes Payable March 31, September 30, 2023 2022 Convertible notes payable $ - $ 310,272 On February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $ 350,000 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 Total related party convertible notes payable 350,000 350,000 Less: unamortized debt discounts (25,238 ) (39,728 ) Total convertible debt 324,762 310,272 Less: current maturities (324,762 ) - Related party convertible notes payable $ - $ 310,272 |
Schedule of Convertible Notes Payable | Convertible notes payable consist of the following at March 31, 2023 and September 30, 2022, respectively: Schedule of Convertible Notes Payable March 31, September 30, 2023 2022 Convertible notes payable $ - $ 174,726 On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $ 50,000 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% Secured Subordinated Convertible Promissory Note in the principal amount of $ 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 September 23, 2019, the Company received proceeds of $ 200,000 8 August 10, 2022 0.11 August 10, 2022 0.03 90,000 3,000,000 0.03 355,470 98,188 February 11, 2024 4,621,105 32,166 355,469 355,469 On November 8, 2018, the Company received proceeds of $ 350,000 8 August 10, 2022 0.14 August 10, 2022 0.03 February 11, 2024 4,550,000 31,671 350,000 350,000 On October 1, 2022, The Company entered into a senior secured convertible note that carries an 8 February 11, 2024 362,765 0.01 4,715,945 30,102 362,765 362,765 On November 5, 2018, the Company received proceeds of $ 150,000 8 August 10, 2022 0.14 August 10, 2022 0.03 150,000 150,000 Total convertible notes payable 1,418,234 1,418,234 Less: unamortized debt discounts (75,851 ) (45,039 ) Total convertible debt 1,342,383 1,373,195 Less: current maturities (1,342,383 ) (1,198,469 ) Convertible notes payable $ - $ 174,726 |
Schedule of Interest Expense | The Company recognized interest expense for the six months ended March 31, 2023 and 2022, respectively, as follows: Schedule of Interest Expense March 31, March 31, 2023 2022 Interest on notes payable 29,770 39,444 Amortization of beneficial conversion features 77,616 39,103 Interest on convertible notes 72,473 58,128 Total interest expense $ 179,859 $ 136,675 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Common Stock Options Outstanding | The following is a summary of information about the stock options outstanding at March 31, 2023. 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 $ 0.0056 0.13 8,120,000 5.53 $ 0.052 5,912,857 $ 0.069 |
Schedule of Weighted-Average Assumptions Used for Grants | 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 during the six months ended March 31, 2023: Schedule of Weighted-Average Assumptions Used for Grants March 31, 2023 Average risk-free interest rates 3.88 % Average expected life (in years) 2.90 Volatility 184 % |
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, 2022 6,020,000 $ 0.069 Options issued 2,100,000 0.006 Options forfeited - - Balance, March 31, 2023 8,120,000 $ 0.052 Exercisable, March 31, 2023 5,912,857 $ 0.069 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 (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 $ 0.0074 0.10 15,387,050 9.26 $ 0.02 15,387,050 $ 0.02 |
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, 2022 1,500,000 $ 0.10 Warrants granted 13,887,050 $ 0.007 Warrants expired - - Balance, March 31, 2023 15,387,050 $ 0.016 Exercisable, March 31, 2023 15,387,050 $ 0.016 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Income Statement Balance Sheet and Additional Disclosures | The balance sheets of Digipath Labs are summarized below: Schedule of Discontinued Operations Income Statement Balance Sheet and Additional Disclosures March 31, 2023 September 30, 2022 Current assets: Accounts receivable, net $ 315,625 $ 335,085 Deposits 18,675 25,141 Other current assets 24,361 32,971 Total current assets 358,661 393,197 Right-of-use asset 266,418 316,961 Fixed assets, net 360,630 405,823 Total long term assets 627,048 722,784 Total Assets $ 985,709 $ 1,115,981 Current liabilities: Accounts payable $ 337,758 $ 334,909 Accrued expenses 34,964 32,571 Current portion of operating lease liabilities 121,748 100,685 Current maturities of notes payable 62,693 60,920 Total current liabilities 557,163 529,085 Operating lease liabilities 158,233 229,825 Notes payable 48,632 80,428 Total long term liabilities 206,865 310,253 Total Liabilities $ 764,028 $ 839,338 The statements of operations of Digipath Labs combined are summarized below: 2023 2022 2023 2022 For the Three Months Ended For the Six Months Ended March 31, March 31 2023 2022 2023 2022 Revenues $ 760,710 $ 604,735 $ 1,487,465 $ 1,304,320 Cost of sales 459,608 396,032 882,443 818,633 Gross profit 301,102 208,703 605,022 485,687 Operating expenses: General and administrative 224,346 193,007 504,990 392,176 Professional fees 20,688 26,413 43,460 71,317 Total operating expenses 245,034 219,420 548,450 463,493 Operating income(loss) 56,068 (10,717 ) 56,572 22,194 Other income (expense): Interest expense (1,745 ) (4,904 ) (3,706 ) (8,436 ) Total other income (expense) (1,745 ) (4,904 ) (3,706 ) (8,436 ) Net income (loss) $ 54,323 $ (15,621 ) $ 52,866 $ 13,758 |
Schedule of Entities Under Comm
Schedule of Entities Under Common Control and Ownership (Details) | 6 Months Ended | |
Mar. 31, 2023 | ||
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 Correction of an Er
Schedule of Correction of an Error (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Professional Fees | $ 128,440 | $ 259,977 | $ 175,637 | $ 470,822 |
Total operating expenses | 174,114 | 302,456 | 260,835 | 552,957 |
Operating loss | (174,114) | (302,456) | (260,835) | (552,957) |
Net Loss | (121,821) | (357,975) | (360,694) | (664,957) |
Deemed Dividend | (192,154) | |||
Net Income (loss) to common shareholders | $ (67,498) | $ (373,596) | (307,828) | (843,353) |
Stock-based compensation | 49,630 | 189,421 | ||
Non-cash Investing and Financing Activities | ||||
Conversion of Series A preferred into Series B preferred | 85,846 | |||
Deemed dividend on preferred exchange | 192,154 | |||
Previously Reported [Member] | ||||
Professional Fees | 554,861 | |||
Total operating expenses | 1,029,172 | |||
Operating loss | (543,485) | |||
Net Loss | (663,921) | |||
Deemed Dividend | ||||
Net Income (loss) to common shareholders | (663,921) | |||
Stock-based compensation | 202,143 | |||
Non-cash Investing and Financing Activities | ||||
Conversion of Series A preferred into Series B preferred | 278,000 | |||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||
Professional Fees | (12,722) | |||
Total operating expenses | (12,722) | |||
Operating loss | 12,722 | |||
Net Loss | 12,722 | |||
Deemed Dividend | (192,154) | |||
Net Income (loss) to common shareholders | (179,432) | |||
Stock-based compensation | (12,722) | |||
Non-cash Investing and Financing Activities | ||||
Conversion of Series A preferred into Series B preferred | (192,154) | |||
Deemed dividend on preferred exchange | 192,154 | |||
Effect Of Discontinued Operations [Member] | ||||
Professional Fees | (71,317) | |||
Total operating expenses | (463,493) | |||
Operating loss | (22,194) | |||
Net Loss | (13,758) | |||
Deemed Dividend | ||||
Net Income (loss) to common shareholders | ||||
Stock-based compensation | ||||
Non-cash Investing and Financing Activities | ||||
Conversion of Series A preferred into Series B preferred | ||||
Deemed dividend on preferred exchange |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |||
Apr. 20, 2023 | Apr. 20, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Cash purchase price | $ 235,000 | |||
Subsequent Event [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cash purchase price | $ 2,300,000 | |||
Discontinued Operations, Held-for-Sale [Member] | Subsequent Event [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cash purchase price | $ 2,300,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working Capital | $ 2,993,815 | |
Accumulated deficit | 20,316,599 | $ 20,008,771 |
Cash | $ 115,868 | $ 56,168 |
Summary of Financial Instrument
Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Cash | $ 115,868 | $ 56,168 |
Notes payable | ||
Convertible notes payable, net of discounts of $84,767 | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Cash | ||
Notes payable | 665,000 | 665,000 |
Convertible notes payable, net of discounts of $84,767 | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Cash | ||
Notes payable | ||
Convertible notes payable, net of discounts of $84,767 | $ 1,686,482 | $ 1,683,467 |
Summary of Financial Instrume_2
Summary of Financial Instruments at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes discounts | $ 81,752 | $ 84,767 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2021 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Compensation for services | $ 52,500 | |
Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Common stock granted | 3,400,000 | |
Compensation for services | $ 24,820 | |
Board of Directors Chairman [Member] | ||
Related Party Transaction [Line Items] | ||
Common stock granted | 1,000,000 | |
Compensation for services | $ 7,300 | |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Service for incurred fees | 30,000 | |
Due to related party | 45,000 | |
Board Of Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Service for incurred fees | 42,000 | |
Due to related party | $ 168,000 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | 1 Months Ended | 13 Months Ended | |||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 08, 2022 | May 31, 2023 | Sep. 30, 2022 | Aug. 23, 2021 | Jun. 13, 2019 | |
Related Party Transaction [Line Items] | |||||||||
Purchase price note receivable | $ 100,000 | ||||||||
Northwest Analytical Labs, Inc. [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loan received from related party | $ 95,000 | ||||||||
Debt instrument stated percentage | 10% | ||||||||
C3 Labs, Inc., [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loan received from related party | $ 1,047,649 | $ 1,047,649 | |||||||
Debt instrument stated percentage | 8% | 8% | |||||||
Debt Instrument, Maturity Date | Aug. 23, 2022 | ||||||||
Interest receivable | $ 64,017 | ||||||||
Invictus Wealth Group [Member] | Asset Purchase Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument stated percentage | 10% | ||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | ||||||||
Purchase price note receivable | $ 900,000 | ||||||||
Upfront payment | 275,000 | 275,000 | |||||||
Purchase price note receivable | $ 625,000 | ||||||||
Received portion of upfront payment | $ 235,000 | ||||||||
Invictus Wealth Group [Member] | Asset Purchase Agreement [Member] | Forecast [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt final payment | $ 425,000 | $ 100,000 | $ 100,000 | ||||||
Received portion of upfront payment | $ 40,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Property, Plant and Equipment [Abstract] | ||
Lab equipment | $ 55,000 | |
Fixed assets, gross | 55,000 | |
Less: accumulated depreciation | ||
Total | $ 55,000 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Impairment expense | $ 55,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Short-Term Debt [Line Items] | ||
Notes payable | ||
Total notes payable | 665,000 | 665,000 |
Less: current maturities | (665,000) | (665,000) |
Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 665,000 | 665,000 |
Notes Payable [Member] | Discontinued Operations [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | $ 111,325 | $ 141,348 |
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 | |
Canna Lab Note [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 675,000 | ||
Debt instrument stated 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] | Discontinued Operations [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument stated 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 | 5 years |
Schedule of Related Party Conve
Schedule of Related Party Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Short-Term Debt [Line Items] | ||
Related party convertible notes payable | $ 174,726 | |
Total related party convertible notes payable | 1,418,234 | 1,418,234 |
Total convertible debt | 1,342,383 | 1,373,195 |
Less: current maturities | (1,342,383) | (1,198,469) |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Less: unamortized debt discounts | (101,089) | |
Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Related party convertible notes payable | 310,272 | |
Total related party convertible notes payable | 350,000 | 350,000 |
Less: unamortized debt discounts | (25,238) | (39,728) |
Total convertible debt | 324,762 | 310,272 |
Less: current maturities | (324,762) | |
Related Party [Member] | Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total related party convertible notes payable | $ 350,000 | $ 350,000 |
Schedule of Related Party Con_2
Schedule of Related Party Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 6 Months Ended | |||||
Aug. 08, 2022 | Dec. 29, 2020 | Dec. 28, 2020 | Feb. 11, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Proceeds from convertible debt | $ 394,265 | |||||
Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt principal amount | $ 50,000 | $ 400,000 | $ 350,000 | |||
Debt instrument maturity date | Feb. 11, 2024 | Aug. 10, 2022 | ||||
Debt instrument interest percentage | 9% | |||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | |||
Proceeds from convertible debt | $ 50,000 | |||||
Debt converted principal value, shares | 1,666,667 | |||||
Shares of common stock issued | 4,550,000 | |||||
Debt instrument fair value | $ 43,788 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Short-Term Debt [Line Items] | ||
Convertible notes payable | $ 174,726 | |
Total convertible notes payable | 1,418,234 | 1,418,234 |
Less: unamortized debt discounts | (75,851) | (45,039) |
Total convertible debt | 1,342,383 | 1,373,195 |
Less: current maturities | (1,342,383) | (1,198,469) |
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 Four [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | 355,469 | 355,469 |
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 | 362,765 | 362,765 |
Convertible Notes Payable Seven [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 ($) | 6 Months Ended | 12 Months Ended | ||||||||||||
Oct. 02, 2022 | Aug. 08, 2022 | Sep. 30, 2021 | Feb. 22, 2021 | Dec. 29, 2020 | Dec. 28, 2020 | Sep. 30, 2020 | Feb. 11, 2020 | Sep. 23, 2019 | Nov. 08, 2018 | Nov. 05, 2018 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||||
Proceeds from convertible debt | $ 394,265 | |||||||||||||
Amortization of debt discount premium | $ 77,616 | $ 39,103 | ||||||||||||
Debt instrument purchase of warrant | 15,387,050 | |||||||||||||
9% Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt principal amount | $ 10,000 | $ 60,000 | $ 50,000 | |||||||||||
Debt instrument maturity date | Feb. 11, 2024 | Aug. 11, 2022 | ||||||||||||
Debt instrument interest percentage | 9% | |||||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | |||||||||||
Proceeds from convertible debt | $ 10,000 | |||||||||||||
Debt converted principal value, shares | 333,334 | |||||||||||||
Shares of common stock issued | 650,000 | |||||||||||||
Debt instrument fair value | $ 6,989 | |||||||||||||
9% Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt principal amount | $ 200,000 | $ 150,000 | ||||||||||||
Debt instrument maturity date | Feb. 11, 2024 | Aug. 11, 2022 | ||||||||||||
Debt instrument interest percentage | 9% | |||||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | |||||||||||
Proceeds from convertible debt | $ 50,000 | |||||||||||||
Debt converted principal value, shares | 1,666,667 | |||||||||||||
Debt converted principal amount | $ 50,000 | |||||||||||||
9% Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors One [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Shares of common stock issued | 1,950,000 | |||||||||||||
Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt principal amount | $ 50,000 | $ 400,000 | $ 350,000 | |||||||||||
Debt instrument maturity date | Feb. 11, 2024 | Aug. 10, 2022 | ||||||||||||
Debt instrument interest percentage | 9% | |||||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | |||||||||||
Proceeds from convertible debt | $ 50,000 | |||||||||||||
Debt converted principal value, shares | 1,666,667 | |||||||||||||
Shares of common stock issued | 4,550,000 | |||||||||||||
Debt instrument fair value | $ 43,788 | |||||||||||||
Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors One [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument fair value | $ 20,968 | |||||||||||||
Senior Secured Convertible Note [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument maturity date | Feb. 11, 2024 | Aug. 10, 2022 | Aug. 10, 2022 | |||||||||||
Debt instrument interest percentage | 8% | |||||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.11 | |||||||||||
Proceeds from convertible debt | $ 200,000 | |||||||||||||
Debt converted principal value, shares | 3,000,000 | |||||||||||||
Debt converted principal amount | $ 90,000 | |||||||||||||
Debt instrument periodic payment | $ 355,470 | |||||||||||||
Amortization of debt discount premium | $ 98,188 | |||||||||||||
Debt instrument purchase of warrant | 4,621,105 | |||||||||||||
Debt instrument fair value of warrant | $ 32,166 | |||||||||||||
Senior Secured Convertible Note One [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument maturity date | Feb. 11, 2024 | Aug. 10, 2022 | Aug. 10, 2022 | |||||||||||
Debt instrument interest percentage | 8% | |||||||||||||
Conversion price per share | $ 0.03 | $ 0.14 | ||||||||||||
Proceeds from convertible debt | $ 350,000 | |||||||||||||
Debt instrument purchase of warrant | 4,550,000 | |||||||||||||
Debt instrument fair value of warrant | $ 31,671 | |||||||||||||
Senior Secured Convertible Note Two [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument maturity date | Feb. 11, 2024 | |||||||||||||
Debt instrument interest percentage | 8% | |||||||||||||
Conversion price per share | $ 0.01 | |||||||||||||
Debt instrument purchase of warrant | 4,715,945 | |||||||||||||
Debt instrument fair value of warrant | $ 30,102 | |||||||||||||
Debt conversion original debt amount | $ 362,765 | |||||||||||||
Senior Secured Convertible Note Three [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument maturity date | Aug. 10, 2022 | Aug. 10, 2022 | ||||||||||||
Debt instrument interest percentage | 8% | |||||||||||||
Conversion price per share | $ 0.03 | $ 0.14 | ||||||||||||
Proceeds from convertible debt | $ 150,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest expense | $ 29,770 | $ 39,444 |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Interest on notes payable | $ 29,770 | $ 39,444 |
Amortization of beneficial conversion features | 77,616 | 39,103 |
Interest on convertible notes | 72,473 | 58,128 |
Total interest expense | $ 179,859 | $ 136,675 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Amortization of debt discounts | $ 77,616 | $ 39,103 |
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] | ||
Debt discount conversion feature of convertible debt | $ 93,938 | |
Amortization of debt discounts | 77,616 | 39,103 |
Unamortized discounts | 101,089 | |
Convertible notes interest expense | $ 72,473 | $ 58,128 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 02, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Conversion of stock shares issued | 8,340,000 | |||||
Stock repurchased, value | $ 100 | |||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||
Common stock, shares issued | 82,296,820 | 82,296,820 | 75,146,820 | |||
Common stock, shares outstanding | 82,296,820 | 82,296,820 | 75,146,820 | |||
Issuance of common shares to settle stock payable | ||||||
Compensation for services | $ 52,500 | |||||
Officer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock granted | 3,400,000 | |||||
Compensation for services | $ 24,820 | |||||
Board of Directors Chairman [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock granted | 1,000,000 | |||||
Compensation for services | $ 7,300 | |||||
Series A Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 | 6,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 1,047,942 | 1,047,942 | 1,047,942 | |||
Preferred stock, shares outstanding | 1,047,942 | 1,047,942 | 1,047,942 | |||
Series B Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | |||
Preferred stock, shares issued | 333,600 | 333,600 | ||||
Preferred stock, shares outstanding | 333,600 | 333,600 | ||||
Series C Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||
Preferred stock, shares designated remaining | 2,499,000 | 2,499,000 | ||||
Preferred stock voting rights | $ 0.10 | $ 0.10 | ||||
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 C Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the stated value per share of Series C Preferred. | |||||
Preferred stock voting rights | 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 votes for each share of Series C Preferred Stock. | |||||
Stock repurchased, value | $ 100 | |||||
Series C Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 0 | 0 | 1,000 | |||
Preferred stock, shares outstanding | 0 | 0 | 1,000 | |||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion shares converted | 1,047,942 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 5,239,710 | 5,239,710 | ||||
Common stock, terms of conversion | 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. | |||||
Percentage of distribution on purchase price | 100% | 100% | ||||
Series A Preferred Stock [Member] | Noteholders [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percentage of equity beneficial ownership | 4.99% | 4.99% | ||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, par value | $ 1 | $ 1 | ||||
Conversion shares converted | 333,600 | |||||
Common stock, terms of conversion | No holder is permitted to convert its shares of Series B 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. | |||||
Preferred stock voting rights | $ 0.04 | $ 0.04 | ||||
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. | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common shares to settle stock payable, shares | 7,150,000 | |||||
Issuance of common shares to settle stock payable | $ 71,745 |
Summary of Common Stock Options
Summary of Common Stock Options Outstanding (Details) | 6 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Range of Exercise Price, Minimum | $ 0.0056 |
Range of Exercise Price, Maximum | $ 0.13 |
Number of Options Outstanding | shares | 8,120,000 |
Weighted Average Remaining Contractual Life | 5 years 6 months 10 days |
Weighted Average Exercise Price | $ 0.052 |
Number of Shares Exercisable | shares | 5,912,857 |
Weighted Average Exercise Price Exercisable | $ 0.069 |
Schedule of Weighted-Average As
Schedule of Weighted-Average Assumptions Used for Grants (Details) | 6 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Average risk-free interest rates | 3.88% |
Average expected life | 2 years 10 months 24 days |
Volatility | 184% |
Schedule of Activity of Outstan
Schedule of Activity of Outstanding Common Stock Options (Details) | 6 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Shares Outstanding, Beginning balance | shares | 6,020,000 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 0.069 |
Number of Shares Options issued | shares | 2,100,000 |
Weighted Average Exercise Price, Options issued | $ / shares | $ 0.006 |
Number of Shares Options forfeited | shares | |
Weighted Average Exercise Price, Options Forfeited | $ / shares | |
Number of Shares Outstanding, Ending balance | shares | 8,120,000 |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | $ 0.052 |
Number of Shares Exercisable | shares | 5,912,857 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.069 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Jun. 21, 2016 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Volatility rate | 184% | |||
Expected term | 2 years 10 months 24 days | |||
Weighted average fair value of options granted with exercise price | $ 0.006 | |||
Intrinsic value , outstanding | $ 4,830 | |||
Intrinsic value , exercisable | $ 0 | |||
Market price, per share | $ 0.008 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted average fair value of options granted with exercise price | $ 0.005 | |||
Amortization of Stock Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expenses | $ 17,510 | $ 136,921 | ||
Unamortized expenses expected to be expensed | $ 8,125 | |||
2012 Stock Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Volatility rate | 184% | |||
Call option values price | $ 0.00497 | |||
Exercise prices | $ 0.0056 | |||
Expected term | 5 years 9 months | |||
2012 Stock Incentive Plan [Member] | Common Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares issued to certain employees | 2,100,000 | |||
Total fair value | $ 10,446 | |||
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) | 6 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Common Stock Warrants | |
Range of Exercise Price, Minimum | $ 0.0074 |
Range of Exercise Price, Minimum | $ 0.10 |
Number of Warrants Outstanding | shares | 15,387,050 |
Weighted Average Remaining Contractual Life | 9 years 3 months 3 days |
Weighted Average Exercise Price | $ 0.02 |
Number of Warrants Exercisable | shares | 15,387,050 |
Weighted Average Exercise Price, Exercisable | $ 0.02 |
Schedule of Outstanding Common
Schedule of Outstanding Common Stock Warrants Activity (Details) | 6 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Common Stock Warrants | |
Number of Shares, Balance beginning | shares | 1,500,000 |
Weighted Average Exercise Price, Balance beginning | $ 0.10 |
Number of Shares, Warrants granted | shares | 13,887,050 |
Weighted Average Exercise Price, Warrants granted | $ 0.007 |
Number of Shares, Warrants expired | shares | |
Weighted Average Exercise Price, Warrants expired | |
Number of Shares, Balance ending | shares | 15,387,050 |
Weighted Average Exercise Price, Balance, ending | $ 0.016 |
Weighted Average Exercise Price, Balance, ending | 15,387,050 |
Weighted Average Exercise Price, Exercisable | $ 0.016 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | 6 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Number of warrant to purchase of common stock shares | shares | 15,387,050 |
Warrant [Member] | |
Warrants, intrinic value | $ | $ 6,944 |
Intrinsic value, market price per share | $ / shares | $ 0.008 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations Income Statement Balance Sheet and Additional Disclosures (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Accounts receivable, net | $ 315,625 | $ 315,625 | $ 335,085 | ||
Deposits | 18,675 | 18,675 | 25,141 | ||
Other current assets | 24,361 | 24,361 | 32,971 | ||
Total current assets | 358,661 | 358,661 | 393,197 | ||
Right-of-use asset | 266,418 | 266,418 | 316,961 | ||
Fixed assets, net | 360,630 | 360,630 | 405,823 | ||
Total long term assets | 627,048 | 627,048 | 722,784 | ||
Total Assets | 985,709 | 985,709 | 1,115,981 | ||
Accounts payable | 337,758 | 337,758 | 334,909 | ||
Accrued expenses | 34,964 | 34,964 | 32,571 | ||
Current portion of operating lease liabilities | 121,748 | 121,748 | 100,685 | ||
Current maturities of notes payable | 62,693 | 62,693 | 60,920 | ||
Total current liabilities | 557,163 | 557,163 | 529,085 | ||
Operating lease liabilities | 158,233 | 158,233 | 229,825 | ||
Notes payable | 48,632 | 48,632 | 80,428 | ||
Total long term liabilities | 206,865 | 206,865 | 310,253 | ||
Total Liabilities | 764,028 | 764,028 | $ 839,338 | ||
Revenues | 760,710 | $ 604,735 | 1,487,465 | $ 1,304,320 | |
Cost of sales | 459,608 | 396,032 | 882,443 | 818,633 | |
Gross profit | 301,102 | 208,703 | 605,022 | 485,687 | |
General and administrative | 224,346 | 193,007 | 504,990 | 392,176 | |
Professional fees | 20,688 | 26,413 | 43,460 | 71,317 | |
Total operating expenses | 245,034 | 219,420 | 548,450 | 463,493 | |
Operating income(loss) | 56,068 | (10,717) | 56,572 | 22,194 | |
Interest expense | (1,745) | (4,904) | (3,706) | (8,436) | |
Total other income (expense) | (1,745) | (4,904) | (3,706) | (8,436) | |
Net income (loss) | $ 54,323 | $ (15,621) | $ 52,866 | $ 13,758 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 6 Months Ended | |||
Apr. 20, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 20, 2022 | |
Subsequent Event [Line Items] | ||||
Purchase price consideration | $ 235,000 | |||
Working capital | $ (2,993,815) | |||
Deposits | $ 230,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Purchase price consideration | $ 2,300,000 | |||
Working capital | $ 150,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Management Services Agreement [Member] | Apr. 30, 2023 USD ($) |
Subsequent Event [Line Items] | |
Management fee, description | The effectiveness of the Management Services Agreement is subject to the approval of the CCB, which has not yet been obtained. Pursuant to the Management Services Agreement, after the payment of expenses to third parties and a payment of 15% of cash collections to Digipath (but not less than $15,000) in each month, Buyer will be entitled to a management fee of $10,000 per month. Any remaining cash generated from the operation of the Lab in any month will be payable 45% to the Buyer and 55% to the Company. |
Management fee, value | $ 10,000 |
Management fees, rate | 55% |
DPL NV, LLC [Member] | |
Subsequent Event [Line Items] | |
Management fees, rate | 45% |