Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 000-54239 | |
Entity Registrant Name | Hypha Labs, Inc. | |
Entity Central Index Key | 0001502966 | |
Entity Tax Identification Number | 27-3601979 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5940 S. Rainbow Boulevard | |
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 | 105,280,155 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Current assets: | ||
Cash | $ 1,063,401 | $ 271,006 |
Note receivable, net of allowance of $625,000 | ||
Other current assets | 321,943 | 8,570 |
Assets held for sale - current | 486,222 | |
Total current assets | 1,385,344 | 765,798 |
Assets held for sale – long term | 643,666 | |
Total non-current assets | 643,666 | |
Total Assets | 1,385,344 | 1,409,464 |
Current liabilities: | ||
Accounts payable | 102,140 | 122,094 |
Current maturities of notes payable | 565,000 | |
Liabilities held for sale - current | 368,655 | |
Total current liabilities | 1,523,405 | 3,121,814 |
Non-current liabilities: | ||
Liabilities held for sale – long term | 159,156 | |
Total non-current liabilities | 159,156 | |
Total Liabilities | 1,523,405 | 3,280,970 |
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of March 31, 2024 and September 30, 2023 | 333,600 | 333,600 |
Commitments and contingencies | ||
Stockholders’ Deficit: | ||
Common stock, $0.001 par value, 250,000,000 shares authorized; 105,280,155 and 87,096,820 shares issued and outstanding at March 31, 2024 and September 30, 2023, respectively | 105,280 | 87,097 |
Additional paid-in capital | 18,796,541 | 17,468,746 |
Accumulated deficit | (19,374,530) | (19,761,997) |
Total Stockholders’ Deficit | (471,661) | (2,205,106) |
Total Liabilities and Stockholders’ Deficit | 1,385,344 | 1,409,464 |
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 | ||
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accrued expenses – related party | 323,030 | 328,491 |
Current maturities of convertible notes payable related parties, net of discounts | 1,078,235 | 1,385,932 |
Related Party [Member] | ||
Current liabilities: | ||
Accrued expenses – related party | 20,000 | 12,390 |
Current maturities of convertible notes payable related parties, net of discounts | $ 339,252 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Allowance for note receivable | $ 625,000 | $ 625,000 |
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 | 105,280,155 | 87,096,820 |
Common stock, shares outstanding | 105,280,155 | 87,096,820 |
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 |
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 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Cost of sales | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative | 182,504 | 45,674 | 197,247 | 85,198 |
Professional fees | 391,543 | 128,440 | 447,364 | 175,637 |
Total operating expenses | 574,047 | 174,114 | 644,611 | 260,835 |
Operating loss | (574,047) | (174,114) | (644,611) | (260,835) |
Other income (expense): | ||||
Other Expense | (55,000) | |||
Gain on sale of subsidiary assets | 1,596,505 | 1,596,505 | ||
Recovery of previously written off receivables | 135,000 | 135,000 | ||
Other income | 13,896 | |||
Loss on debt extinguishment | (956,494) | (956,494) | ||
Interest expense | (73,958) | (82,707) | (158,271) | (179,859) |
Total other income (expense) | 566,053 | 52,293 | 495,636 | (99,859) |
Net loss from continuing operations before income taxes | (7,994) | (121,821) | (148,975) | (360,694) |
Provision for income taxes | 48,714 | 48,714 | ||
Net loss from continuing operations | (56,708) | (121,821) | (197,689) | (360,694) |
Net income from discontinued operations, net of taxes | 292,529 | 54,323 | 585,156 | 52,866 |
Net income (loss) | $ 235,821 | $ (67,498) | $ 387,467 | $ (307,828) |
Weighted average number of common shares outstanding – basic | 92,083,084 | 82,296,820 | 89,576,328 | 82,257,534 |
Weighted average number of common shares outstanding – fully diluted | 92,083,084 | 82,296,820 | 89,576,328 | 82,257,534 |
Net loss per share from continuing operations – basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net income (loss) per share from discontinued operations – basic | 0 | 0 | 0.01 | 0 |
Net income (loss) per share – basic | 0 | 0 | 0 | 0 |
Net loss per share from continuing operations – diluted | 0 | 0 | 0 | 0 |
Net income (loss) per share from discontinued operations – diluted | 0 | 0 | 0.01 | 0 |
Net income (loss) per share – diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Convertible Preferred Stock [Member] | Preferred Stock [Member] Series C Convertible Preferred Stock [Member] | Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Series B Convertible Preferred Stock [Member] |
Balance at Sep. 30, 2022 | $ 1,048 | $ 1 | $ 75,147 | $ 71,745 | $ 17,117,958 | $ (20,008,771) | $ (2,742,872) | ||
Balance, shares at Sep. 30, 2022 | 333,600 | ||||||||
Balance at Sep. 30, 2022 | $ 333,600 | ||||||||
Balance, shares at Sep. 30, 2022 | 1,047,942 | 1,000 | 75,146,820 | ||||||
Stock-based compensation | 8,306 | 8,306 | |||||||
Stock-based compensation, shares | |||||||||
Net income (loss) | (240,330) | (240,330) | |||||||
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 | |||||||
Balance at Dec. 31, 2022 | $ 1,048 | $ 1 | $ 82,297 | 17,284,797 | (20,249,101) | (2,880,958) | |||
Balance, shares at Dec. 31, 2022 | 333,600 | ||||||||
Balance at Dec. 31, 2022 | $ 333,600 | ||||||||
Balance, shares at Dec. 31, 2022 | 1,047,942 | 1,000 | 82,296,820 | ||||||
Balance at Sep. 30, 2022 | $ 1,048 | $ 1 | $ 75,147 | 71,745 | 17,117,958 | (20,008,771) | (2,742,872) | ||
Balance, shares at Sep. 30, 2022 | 333,600 | ||||||||
Balance at Sep. 30, 2022 | $ 333,600 | ||||||||
Balance, shares at Sep. 30, 2022 | 1,047,942 | 1,000 | 75,146,820 | ||||||
Net income (loss) | (307,828) | ||||||||
Balance at Mar. 31, 2023 | $ 1,048 | $ 82,297 | 32,120 | 17,293,902 | (20,316,599) | (2,907,232) | |||
Balance, shares at Mar. 31, 2023 | 333,600 | ||||||||
Balance at Mar. 31, 2023 | $ 333,600 | ||||||||
Balance, shares at Mar. 31, 2023 | 1,047,942 | 82,296,820 | |||||||
Balance at Dec. 31, 2022 | $ 1,048 | $ 1 | $ 82,297 | 17,284,797 | (20,249,101) | (2,880,958) | |||
Balance, shares at Dec. 31, 2022 | 333,600 | ||||||||
Balance at Dec. 31, 2022 | $ 333,600 | ||||||||
Balance, shares at Dec. 31, 2022 | 1,047,942 | 1,000 | 82,296,820 | ||||||
Stock-based compensation | 9,204 | 9,204 | |||||||
Stock-based compensation, shares | |||||||||
Net income (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 | $ 1,048 | $ 82,297 | 32,120 | 17,293,902 | (20,316,599) | (2,907,232) | |||
Balance, shares at Mar. 31, 2023 | 333,600 | ||||||||
Balance at Mar. 31, 2023 | $ 333,600 | ||||||||
Balance, shares at Mar. 31, 2023 | 1,047,942 | 82,296,820 | |||||||
Balance at Sep. 30, 2023 | $ 1,048 | $ 87,097 | 17,468,746 | (19,761,997) | (2,205,106) | ||||
Balance, shares at Sep. 30, 2023 | 333,600 | 333,600 | |||||||
Balance at Sep. 30, 2023 | $ 333,600 | 333,600 | |||||||
Balance, shares at Sep. 30, 2023 | 1,047,942 | 87,096,820 | |||||||
Stock-based compensation | 1,153 | 1,153 | |||||||
Stock-based compensation, shares | |||||||||
Net income (loss) | 151,646 | 151,646 | |||||||
Balance at Dec. 31, 2023 | $ 1,048 | $ 87,097 | 17,469,899 | (19,610,351) | (2,052,307) | ||||
Balance, shares at Dec. 31, 2023 | 333,600 | ||||||||
Balance at Dec. 31, 2023 | $ 333,600 | ||||||||
Balance, shares at Dec. 31, 2023 | 1,047,942 | 87,096,820 | |||||||
Balance at Sep. 30, 2023 | $ 1,048 | $ 87,097 | 17,468,746 | (19,761,997) | (2,205,106) | ||||
Balance, shares at Sep. 30, 2023 | 333,600 | 333,600 | |||||||
Balance at Sep. 30, 2023 | $ 333,600 | 333,600 | |||||||
Balance, shares at Sep. 30, 2023 | 1,047,942 | 87,096,820 | |||||||
Stock-based compensation, shares | 14,183,335 | ||||||||
Net income (loss) | 387,467 | ||||||||
Issuance of common shares to settle stock payable | $ 40,000 | ||||||||
Issuance of common shares to settle stock payable, shares | 4,000,000 | ||||||||
Balance at Mar. 31, 2024 | $ 1,048 | $ 105,280 | 18,796,541 | (19,374,530) | (471,661) | ||||
Balance, shares at Mar. 31, 2024 | 0 | 333,600 | 333,600 | ||||||
Balance at Mar. 31, 2024 | $ 333,600 | 333,600 | |||||||
Balance, shares at Mar. 31, 2024 | 1,047,942 | 105,280,155 | |||||||
Balance at Dec. 31, 2023 | $ 1,048 | $ 87,097 | 17,469,899 | (19,610,351) | (2,052,307) | ||||
Balance, shares at Dec. 31, 2023 | 333,600 | ||||||||
Balance at Dec. 31, 2023 | $ 333,600 | ||||||||
Balance, shares at Dec. 31, 2023 | 1,047,942 | 87,096,820 | |||||||
Stock-based compensation | $ 14,183 | 334,148 | 348,331 | ||||||
Stock-based compensation, shares | 14,183,335 | ||||||||
Net income (loss) | 235,821 | 235,821 | |||||||
Shares issued for conversion of notes payable | $ 4,000 | 36,000 | 40,000 | ||||||
Balance, shares | 4,000,000 | ||||||||
Modification of conversion price in debt extinguishment | 956,494 | 956,494 | |||||||
Balance at Mar. 31, 2024 | $ 1,048 | $ 105,280 | $ 18,796,541 | $ (19,374,530) | (471,661) | ||||
Balance, shares at Mar. 31, 2024 | 0 | 333,600 | 333,600 | ||||||
Balance at Mar. 31, 2024 | $ 333,600 | $ 333,600 | |||||||
Balance, shares at Mar. 31, 2024 | 1,047,942 | 105,280,155 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
Cash flows from operating activities | |||||
Net loss from continuing operations | $ (197,689) | $ (360,694) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Recovery of previously written off receivables | $ (135,000) | (135,000) | |||
Gain on sale of subsidiary net assets | (1,596,505) | (1,596,505) | |||
Loss on debt extinguishment | 956,494 | 956,494 | |||
Stock-based compensation | 349,484 | 49,630 | |||
Amortization of debt discounts | 43,050 | 77,616 | |||
Impairment of fixed assets | 55,000 | ||||
Decrease (increase) in assets: | |||||
Other current assets | (3,030) | 1,289 | |||
Increase (decrease) in liabilities: | |||||
Accounts payable | (14,530) | 33,384 | |||
Accrued expenses | 20,080 | (16,253) | |||
Accrued expenses – related parties | 7,610 | 12,000 | |||
Net cash used in operating activities from continuing operations | (435,036) | (283,028) | |||
Net cash provided by operating activities from discontinued operations | 373,913 | 141,538 | |||
Net cash used in operating activities | (61,123) | (141,490) | |||
Cash flows from investing activities | |||||
Cash received from sale of subsidiary net assets | 2,126,934 | ||||
Proceeds from sale of collateralized assets | 235,000 | ||||
Net cash provided by investing activities from continuing operations | 2,126,934 | 235,000 | |||
Net cash used in investing activities from discontinued operations | (11,667) | (3,687) | |||
Net cash provided by investing activities | 2,115,267 | 231,313 | |||
Cash flows from financing activities | |||||
Repayments of notes payable | (595,965) | ||||
Repayments of convertible notes payable | (650,000) | ||||
Repurchase of Preferred C stock | (100) | ||||
Net cash used in financing activities from continuing operations | (1,245,965) | (100) | |||
Net cash used in financing activities from discontinued operations | (15,784) | (30,023) | |||
Net cash used in financing activities | (1,261,749) | (30,123) | |||
Net increase in cash | 792,395 | 59,700 | |||
Cash – beginning | 271,006 | 56,168 | $ 56,168 | ||
Cash – ending | $ 1,063,401 | $ 115,868 | 1,063,401 | 115,868 | $ 271,006 |
Supplemental disclosures: | |||||
Interest paid | 126,533 | 151,927 | |||
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 | ||||
Accounts payable and accrued interest added to note principal balance | 30,965 | ||||
Common stock issued for conversion of note payable | $ 40,000 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business Hypha Labs, Inc. (formerly Digipath, Inc.) was incorporated in Nevada on October 5, 2010. Until February 20, 2024, Hypha Labs, Inc. and its subsidiaries (“Hypha,” the “Company,” “we,” “our” or “us”) was a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supported the cannabis industry’s best practices for reliable testing, cannabis education and training. Our mission was to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients knew exactly what was in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Hypha Labs had been operating a cannabis-testing lab in Nevada since 2015. On February 20, 2024, we completed the sale of the net assets of our subsidiary Digipath Labs, Inc. (“Digipath Labs”). As of that date we were no longer in the business as a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, which supported the cannabis industry’s best practices for reliable testing, cannabis education and training. Effective March 12, 2024, the Company amended Article 1 of its Articles of Incorporation to change its name from Digipath, Inc. to Hypha Labs, Inc. 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, 2023. 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, 2024: Schedule of Entities Under Common Control and Ownership Jurisdiction of Name of Entity Incorporation Relationship Hypha Labs, Inc.(formerly 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 Hypha Labs, 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”, “Hypha” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers were 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. 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 was primarily generated through our subsidiary, Digipath Labs which recognized 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 was 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. For the three and six months ended March 31, 2024 and 2023, all revenues are classified as part of Net income from 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 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 Sheet as of September 30, 2023. On February 20, 2024, we completed the sale of the net assets of our subsidiary Digipath Labs and as such no longer have assets or liabilities that are reported separately in the Consolidated Balance Sheet as of March 31, 2024. 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, 2024 and 2023. 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, 2024 and 2023. 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. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. The following table presents the effect of potential dilutive issuances for the three and six months ended March 31, 2024 and 2023: Schedule of Effect of Potential Dilutive Issuances March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 Three Months Ended Six Months Ended March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 Net income (loss) attributable to common stockholders $ (56,708 ) $ (121,821 ) $ (197,689 ) $ (360,694 ) Interest expense associated with convertible debt - - - - Net income (loss) for dilutive calculation $ (56,708 ) $ (121,821 ) (197,689 ) (360,694 ) Weighted average shares outstanding 92,083,084 82,296,820 89,576,328 82,257,534 Dilutive effect of preferred stock - - - - Dilutive effect of convertible debt - - - - Dilutive effect of common stock warrants - - - - Weighted average shares outstanding for diluted net income (loss) per share 92,083,084 82,296,820 89,576,328 82,257,534 For the three and six months ended March 31, 2024, potential dilutive securities of 104,490,131 8,120,000 15,387,050 13,579,710 For the three and six months ended March 31, 2023, potential dilutive securities of 83,125,488 shares issuable upon conversion of convertible notes payable, 6,020,000 15,387,050 shares issuable upon exercise of warrants, and 13,579,710 shares issuable upon conversion of our Preferred A and Preferred B shares, respectively, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Reclassifications Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07 Segment Reporting ( Topic 280 Improvements to Reportable Segment Disclosures, In December 2023, the FASB issued ASU 2023-09 Income Taxes ( Topic 740 Improvements to Income Tax Disclosures, |
Going Concern
Going Concern | 6 Months Ended |
Mar. 31, 2024 | |
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, 2024, the Company had negative working capital of $ 138,061 19,374,530 1,063,401 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, 2024 | |
Fair Value Disclosures [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, 2024 and September 30, 2023, respectively: Summary of Financial Instruments at Fair Value on Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at March 31, 2024 Level 1 Level 2 Level 3 Assets Cash $ 1,063,401 $ - $ - Liabilities Convertible notes payable, net of discounts of $ 0 - - 1,078,235 Level 1 Level 2 Level 3 Fair Value Measurements at September 30, 2023 Level 1 Level 2 Level 3 Assets Cash $ 271,006 $ - $ - Liabilities Notes payable - 565,000 - Convertible notes payable, net of discounts of $ 43,051 - - 1,725,184 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, 2024. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 – Related Party Transactions During the six months ended March 31, 2024 the Company incurred compensation expense of $ 30,000 During the six months ended March 31, 2024 the Company accrued fees of $ 10,000 20,000 |
Note Receivable
Note Receivable | 6 Months Ended |
Mar. 31, 2024 | |
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 $ 1,056,570 8 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”). 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 10 100,000 425,000 275,000 100,000 425,000 50,000 100,000 125,000 216,780 The Company recorded a full allowance against the Invictus Note, as of the transaction date, as collectability was not reasonably assured at of the transaction date. |
Notes Payable
Notes Payable | 6 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Notes payable consists of the following at March 31, 2024 and September 30, 2023, respectively: Schedule of Notes Payable March 31, 2024 September 30, 2023 On September 10, 2021, the Company issued a Secured Promissory note in the principal amount of $ 675,000 12 September 10, 2024 22,419.66 115,000 100,000 125,000 35,965 $ - $ 565,000 Total notes payable - 565,000 Less: current maturities - (565,000 ) Notes payable $ - $ - The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $ 36,614 24,000 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 $ - $ 80,428 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 7 – Convertible Notes Payable Related party convertible notes payable consist of the following at March 31, 2024 and September 30, 2023, respectively: Schedule of Related Party Convertible Notes Payable March 31, 2024 September 30, 2023 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 As a result of the shares issued upon the extension agreement, the lender now holds more the 5% of the total outstanding common shares, and is therefore considered a related party $ - $ 350,000 Total related party convertible notes payable - 350,000 Less: unamortized debt discounts - (10,748 ) Total convertible debt - 339,252 Less: current maturities - (339,252 ) Related party convertible notes payable $ - $ - Convertible notes payable consist of the following at March 31, 2024 and September 30, 2023, respectively: Schedule of Convertible Notes Payable March 31, 2024 September 30, 2023 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 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 0.03 355,469 98,188 February 11, 2024 4,621,105 32,166 February 11, 2025 0.01 481,955 355,469 355,469 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 40,000 February 11, 2025 0.01 474,539 310,000 350,000 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 Total convertible notes payable 1,078,235 1,418,234 Less: unamortized debt discounts - (32,302 ) Total convertible debt 1,078,235 1,385,932 Less: current maturities (1,078,235 ) (1,385,932 ) Convertible notes payable $ - $ - 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 43,050 77,616 0 All of the convertible notes (except the related party convertible note) 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 $ 77,808 72,473 The Company recognized interest expense for the six months ended March 31, 2024 and 2023, respectively, as follows: Schedule of Interest Expense March 31, 2024 March 31, 2023 Interest on notes payable 36,614 29,770 Amortization of beneficial conversion features 43,050 77,616 Interest on convertible notes 78,607 72,473 Total interest expense $ 158,271 $ 179,859 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 8 – 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 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, voting separately as a class, 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 various 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 C The shares of Series C Preferred were designated on July 20, 2022 and each share has a Stated Value of $ 1 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 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 have no conversion rights. Common Stock The Company has 250,000,000 0.001 105,280,155 During the six months ended March 31, 2024, the Company issued 4,000,000 40,000 During the six months ended March 31, 2024, the Company issued 14,183,335 6,000,000 348,331 112,200 |
Mezzanine Equity
Mezzanine Equity | 6 Months Ended |
Mar. 31, 2024 | |
Mezzanine Equity | |
Mezzanine Equity | Note 9 – Mezzanine Equity Series B The shares of 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 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 of shares of common stock into 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 and Series A Preferred, 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 shares of 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. |
Common Stock Options
Common Stock Options | 6 Months Ended |
Mar. 31, 2024 | |
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 provided for the issuance of up to 11,500,000 Amortization of Stock-Based Compensation A total of $ 1,153 17,510 no The following is a summary of information about the stock options outstanding at March 31, 2024. Summary of Common Stock Options Outstanding Shares Underlying Options Outstanding Shares Underlying 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 4.53 $ 0.052 8,120,000 $ 0.052 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, 2023 8,120,000 $ 0.052 Options issued - - Options forfeited - - Balance, March 31, 2024 8,120,000 $ 0.052 Exercisable, March 31, 2024 8,120,000 $ 0.052 As of March 31, 2024, these options in the aggregate had $ 33,600 0.022 |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Mar. 31, 2024 | |
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, 2024 (including those issued to both investors and service providers). Summary of Common Stock Warrants Outstanding Shares Underlying Warrants Outstanding Shares Underlying 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 8.26 $ 0.016 15,387,050 $ 0.016 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, 2023 15,387,050 $ 0.016 Warrants granted - - Warrants expired - - Balance, March 31, 2024 15,387,050 $ 0.016 Exercisable, March 31, 2024 15,387,050 $ 0.016 As of March 31, 2024, these warrants in the aggregate had $ 197,196 0.02 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Mar. 31, 2024 | |
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 was subject to the approval of the Nevada Cannabis Compliance Board (the “CCB”). On January 18, 2024, the Company received approval from the CCB to transfer the assets pursuant to the Purchase Agreement. Pursuant to the Purchase Agreement, the Buyer deposited $ 230,000 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 was engaged to manage the operation of Digipath Labs’ cannabis testing laboratory (the “Lab”). The effectiveness of the Management Services Agreement was subject to the approval of the CCB, which was obtained on October 17, 2023. 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 was entitled to a management fee of $10,000 per month. Any remaining cash generated from the operation of the Lab in any month was payable 45% to the Buyer and 55% to the Company. On February 20, 2024, we completed the sale of the net assets of our subsidiary Digipath Labs to Buyer. As a result of the closing, the Company recognized a gain on the sale of the net assets in the amount of $ 1,596,505 The balance sheets of Digipath Labs are summarized below: Schedule of Discontinued Operations of Income Statement and Balance Sheet Disclosures March 31, 2024 September 30, 2023 Current assets: Accounts receivable, net $ - $ 447,410 Deposits - 18,675 Other current assets - 20,137 Total current assets - 486,222 Right-of-use asset - 274,985 Fixed assets, net - 368,681 Total long term assets - 643,666 Total Assets $ - $ 1,129,888 Current liabilities: Accounts payable $ - $ 158,869 Accrued expenses - 61,512 Current portion of operating lease liabilities - 83,757 Current maturities of notes payable - 64,517 Total current liabilities - 368,655 Operating lease liabilities - 143,245 Notes payable - 15,911 Total long term liabilities - 159,156 Total Liabilities $ - $ 527,811 The statements of operations of Digipath Labs combined are summarized below: 2024 2023 2024 2023 For the Three Months Ended For the Six Months Ended March 31, March 31 2024 2023 2024 2023 Revenues $ 712,145 $ 760,710 $ 1,635,299 $ 1,487,465 Cost of sales 229,013 459,608 650,524 882,443 Gross profit 483,132 301,102 984,775 605,022 Operating expenses: General and administrative 189,983 224,346 393,168 504,990 Professional fees - 20,688 4,750 43,460 Total operating expenses 189,983 245,034 397,918 548,450 Operating income(loss) 293,149 56,068 586,857 56,572 Other income (expense): Interest expense (620 ) (1,745 ) (1,701 ) (3,706 ) Total other income (expense) (620 ) (1,745 ) (1,701 ) (3,706 ) Net income (loss) $ 292,529 $ 54,323 $ 585,156 $ 52,866 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2024 | |
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, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Management has evaluated events through May 20, 2024, the date these financial statements were available for issuance, and noted no events requiring disclosures. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Hypha Labs, Inc. (formerly Digipath, Inc.) was incorporated in Nevada on October 5, 2010. Until February 20, 2024, Hypha Labs, Inc. and its subsidiaries (“Hypha,” the “Company,” “we,” “our” or “us”) was a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supported the cannabis industry’s best practices for reliable testing, cannabis education and training. Our mission was to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients knew exactly what was in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Hypha Labs had been operating a cannabis-testing lab in Nevada since 2015. On February 20, 2024, we completed the sale of the net assets of our subsidiary Digipath Labs, Inc. (“Digipath Labs”). As of that date we were no longer in the business as a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, which supported the cannabis industry’s best practices for reliable testing, cannabis education and training. Effective March 12, 2024, the Company amended Article 1 of its Articles of Incorporation to change its name from Digipath, Inc. to Hypha Labs, Inc. |
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, 2023. 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, 2024: Schedule of Entities Under Common Control and Ownership Jurisdiction of Name of Entity Incorporation Relationship Hypha Labs, Inc.(formerly 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 Hypha Labs, 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”, “Hypha” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers were 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. |
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 was primarily generated through our subsidiary, Digipath Labs which recognized 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 was 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. For the three and six months ended March 31, 2024 and 2023, all revenues are classified as part of Net income from discontinued operations |
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 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 Sheet as of September 30, 2023. On February 20, 2024, we completed the sale of the net assets of our subsidiary Digipath Labs and as such no longer have assets or liabilities that are reported separately in the Consolidated Balance Sheet as of March 31, 2024. 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, 2024 and 2023. 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, 2024 and 2023. 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. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. The following table presents the effect of potential dilutive issuances for the three and six months ended March 31, 2024 and 2023: Schedule of Effect of Potential Dilutive Issuances March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 Three Months Ended Six Months Ended March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 Net income (loss) attributable to common stockholders $ (56,708 ) $ (121,821 ) $ (197,689 ) $ (360,694 ) Interest expense associated with convertible debt - - - - Net income (loss) for dilutive calculation $ (56,708 ) $ (121,821 ) (197,689 ) (360,694 ) Weighted average shares outstanding 92,083,084 82,296,820 89,576,328 82,257,534 Dilutive effect of preferred stock - - - - Dilutive effect of convertible debt - - - - Dilutive effect of common stock warrants - - - - Weighted average shares outstanding for diluted net income (loss) per share 92,083,084 82,296,820 89,576,328 82,257,534 For the three and six months ended March 31, 2024, potential dilutive securities of 104,490,131 8,120,000 15,387,050 13,579,710 For the three and six months ended March 31, 2023, potential dilutive securities of 83,125,488 shares issuable upon conversion of convertible notes payable, 6,020,000 15,387,050 shares issuable upon exercise of warrants, and 13,579,710 shares issuable upon conversion of our Preferred A and Preferred B shares, respectively, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07 Segment Reporting ( Topic 280 Improvements to Reportable Segment Disclosures, In December 2023, the FASB issued ASU 2023-09 Income Taxes ( Topic 740 Improvements to Income Tax Disclosures, |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
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, 2024: Schedule of Entities Under Common Control and Ownership Jurisdiction of Name of Entity Incorporation Relationship Hypha Labs, Inc.(formerly 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 Hypha Labs, 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 Effect of Potential Dilutive Issuances | The following table presents the effect of potential dilutive issuances for the three and six months ended March 31, 2024 and 2023: Schedule of Effect of Potential Dilutive Issuances March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 Three Months Ended Six Months Ended March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 Net income (loss) attributable to common stockholders $ (56,708 ) $ (121,821 ) $ (197,689 ) $ (360,694 ) Interest expense associated with convertible debt - - - - Net income (loss) for dilutive calculation $ (56,708 ) $ (121,821 ) (197,689 ) (360,694 ) Weighted average shares outstanding 92,083,084 82,296,820 89,576,328 82,257,534 Dilutive effect of preferred stock - - - - Dilutive effect of convertible debt - - - - Dilutive effect of common stock warrants - - - - Weighted average shares outstanding for diluted net income (loss) per share 92,083,084 82,296,820 89,576,328 82,257,534 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [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, 2024 and September 30, 2023, respectively: Summary of Financial Instruments at Fair Value on Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at March 31, 2024 Level 1 Level 2 Level 3 Assets Cash $ 1,063,401 $ - $ - Liabilities Convertible notes payable, net of discounts of $ 0 - - 1,078,235 Level 1 Level 2 Level 3 Fair Value Measurements at September 30, 2023 Level 1 Level 2 Level 3 Assets Cash $ 271,006 $ - $ - Liabilities Notes payable - 565,000 - Convertible notes payable, net of discounts of $ 43,051 - - 1,725,184 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following at March 31, 2024 and September 30, 2023, respectively: Schedule of Notes Payable March 31, 2024 September 30, 2023 On September 10, 2021, the Company issued a Secured Promissory note in the principal amount of $ 675,000 12 September 10, 2024 22,419.66 115,000 100,000 125,000 35,965 $ - $ 565,000 Total notes payable - 565,000 Less: current maturities - (565,000 ) Notes payable $ - $ - The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $ 36,614 24,000 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 $ - $ 80,428 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Related Party Convertible Notes Payable | Related party convertible notes payable consist of the following at March 31, 2024 and September 30, 2023, respectively: Schedule of Related Party Convertible Notes Payable March 31, 2024 September 30, 2023 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 As a result of the shares issued upon the extension agreement, the lender now holds more the 5% of the total outstanding common shares, and is therefore considered a related party $ - $ 350,000 Total related party convertible notes payable - 350,000 Less: unamortized debt discounts - (10,748 ) Total convertible debt - 339,252 Less: current maturities - (339,252 ) Related party convertible notes payable $ - $ - |
Schedule of Convertible Notes Payable | Convertible notes payable consist of the following at March 31, 2024 and September 30, 2023, respectively: Schedule of Convertible Notes Payable March 31, 2024 September 30, 2023 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 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 0.03 355,469 98,188 February 11, 2024 4,621,105 32,166 February 11, 2025 0.01 481,955 355,469 355,469 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 40,000 February 11, 2025 0.01 474,539 310,000 350,000 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 Total convertible notes payable 1,078,235 1,418,234 Less: unamortized debt discounts - (32,302 ) Total convertible debt 1,078,235 1,385,932 Less: current maturities (1,078,235 ) (1,385,932 ) Convertible notes payable $ - $ - |
Schedule of Interest Expense | The Company recognized interest expense for the six months ended March 31, 2024 and 2023, respectively, as follows: Schedule of Interest Expense March 31, 2024 March 31, 2023 Interest on notes payable 36,614 29,770 Amortization of beneficial conversion features 43,050 77,616 Interest on convertible notes 78,607 72,473 Total interest expense $ 158,271 $ 179,859 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
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, 2024. Summary of Common Stock Options Outstanding Shares Underlying Options Outstanding Shares Underlying 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 4.53 $ 0.052 8,120,000 $ 0.052 |
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, 2023 8,120,000 $ 0.052 Options issued - - Options forfeited - - Balance, March 31, 2024 8,120,000 $ 0.052 Exercisable, March 31, 2024 8,120,000 $ 0.052 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
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, 2024 (including those issued to both investors and service providers). Summary of Common Stock Warrants Outstanding Shares Underlying Warrants Outstanding Shares Underlying 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 8.26 $ 0.016 15,387,050 $ 0.016 |
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, 2023 15,387,050 $ 0.016 Warrants granted - - Warrants expired - - Balance, March 31, 2024 15,387,050 $ 0.016 Exercisable, March 31, 2024 15,387,050 $ 0.016 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations of Income Statement and Balance Sheet Disclosures | The balance sheets of Digipath Labs are summarized below: Schedule of Discontinued Operations of Income Statement and Balance Sheet Disclosures March 31, 2024 September 30, 2023 Current assets: Accounts receivable, net $ - $ 447,410 Deposits - 18,675 Other current assets - 20,137 Total current assets - 486,222 Right-of-use asset - 274,985 Fixed assets, net - 368,681 Total long term assets - 643,666 Total Assets $ - $ 1,129,888 Current liabilities: Accounts payable $ - $ 158,869 Accrued expenses - 61,512 Current portion of operating lease liabilities - 83,757 Current maturities of notes payable - 64,517 Total current liabilities - 368,655 Operating lease liabilities - 143,245 Notes payable - 15,911 Total long term liabilities - 159,156 Total Liabilities $ - $ 527,811 The statements of operations of Digipath Labs combined are summarized below: 2024 2023 2024 2023 For the Three Months Ended For the Six Months Ended March 31, March 31 2024 2023 2024 2023 Revenues $ 712,145 $ 760,710 $ 1,635,299 $ 1,487,465 Cost of sales 229,013 459,608 650,524 882,443 Gross profit 483,132 301,102 984,775 605,022 Operating expenses: General and administrative 189,983 224,346 393,168 504,990 Professional fees - 20,688 4,750 43,460 Total operating expenses 189,983 245,034 397,918 548,450 Operating income(loss) 293,149 56,068 586,857 56,572 Other income (expense): Interest expense (620 ) (1,745 ) (1,701 ) (3,706 ) Total other income (expense) (620 ) (1,745 ) (1,701 ) (3,706 ) Net income (loss) $ 292,529 $ 54,323 $ 585,156 $ 52,866 |
Schedule of Entities Under Comm
Schedule of Entities Under Common Control and Ownership (Details) | 6 Months Ended | |
Mar. 31, 2024 | ||
Entities Under Common Control and Ownership One [Member] | ||
Name of Entity | Hypha Labs, Inc.(formerly Digipath, Inc.) | [1] |
Jurisdiction of Incorporation | Nevada | [1] |
Relationship | Parent | [1] |
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 | [2] |
Relationship | Subsidiary | [2] |
Entities Under Common Control and Ownership Four [Member] | ||
Name of Entity | Digipath Labs S.A.S. | [3] |
Jurisdiction of Incorporation | Colombia | [3] |
Relationship | Subsidiary | [3] |
Entities Under Common Control and Ownership Five [Member] | ||
Name of Entity | VSSL Enterprises, Ltd. | [4] |
Jurisdiction of Incorporation | Canada | [4] |
Relationship | Subsidiary | [4] |
[1]Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Hypha Labs, 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 Effect of Potential
Schedule of Effect of Potential Dilutive Issuances (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||||
Net income (loss) attributable to common stockholders | $ (56,708) | $ (121,821) | $ (197,689) | $ (360,694) |
Interest expense associated with convertible debt | ||||
Net income (loss) for dilutive calculation | $ (56,708) | $ (121,821) | $ (197,689) | $ (360,694) |
Weighted average shares outstanding | 92,083,084 | 82,296,820 | 89,576,328 | 82,257,534 |
Dilutive effect of preferred stock | ||||
Dilutive effect of convertible debt | ||||
Dilutive effect of common stock warrants | ||||
Weighted average shares outstanding for diluted net income (loss) per share | 92,083,084 | 82,296,820 | 89,576,328 | 82,257,534 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Apr. 20, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||||
Cash purchase price | $ 235,000 | ||||
Conversion of Stock, Shares Issued | 8,340,000 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Conversion of Stock, Shares Issued | 13,579,710 | 13,579,710 | 13,579,710 | 13,579,710 | |
Series B Convertible Preferred Stock [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Conversion of Stock, Shares Issued | 13,579,710 | 13,579,710 | 13,579,710 | 13,579,710 | |
Convertible Debt Securities [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 104,490,131 | 83,125,488 | 104,490,131 | 83,125,488 | |
Share-Based Payment Arrangement, Option [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,120,000 | 6,020,000 | 8,120,000 | 6,020,000 | |
Warrant [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,387,050 | 15,387,050 | 15,387,050 | 15,387,050 | |
Discontinued Operations, Held-for-Sale [Member] | Purchase Agreement [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, 2024 | Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working Capital | $ 138,061 | |
Accumulated deficit | 19,374,530 | $ 19,761,997 |
Cash | $ 1,063,401 | $ 271,006 |
Summary of Financial Instrument
Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | $ 1,063,401 | $ 271,006 |
Convertible notes payable, net of discounts of $43,051 | ||
Notes payable | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Convertible notes payable, net of discounts of $43,051 | ||
Notes payable | 565,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Convertible notes payable, net of discounts of $43,051 | $ 1,078,235 | 1,725,184 |
Notes payable |
Summary of Financial Instrume_2
Summary of Financial Instruments at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes discounts | $ 0 | $ 43,051 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 6 Months Ended |
Mar. 31, 2024 USD ($) | |
Chief Financial Officer [Member] | |
Related Party Transaction [Line Items] | |
Service for incurred fees | $ 30,000 |
Board of Directors [Member] | |
Related Party Transaction [Line Items] | |
Service for incurred fees | 10,000 |
Due to related party | $ 20,000 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | Dec. 31, 2025 | Sep. 30, 2025 | Jun. 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 08, 2022 | Sep. 30, 2022 | Jun. 13, 2019 |
Financing Receivable, Modified [Line Items] | ||||||||||||||
Purchase price note receivable | ||||||||||||||
Asset Purchase Agreement [Member] | Invictus Wealth Group [Member] | ||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||
Debt instrument stated percentage | 10% | |||||||||||||
Purchase price note receivable | $ 900,000 | |||||||||||||
Upfront payment | 275,000 | |||||||||||||
Purchase price note receivable | $ 625,000 | |||||||||||||
Debt instrument maturity date | Dec. 31, 2023 | |||||||||||||
Debt final payment | $ 425,000 | 100,000 | $ 100,000 | |||||||||||
Received portion of upfront payment | $ 275,000 | |||||||||||||
Asset Purchase Agreement [Member] | Invictus Wealth Group [Member] | Extended Maturity [Member] | ||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||
Debt final payment | $ 50,000 | $ 50,000 | $ 50,000 | $ 425,000 | $ 100,000 | $ 100,000 | ||||||||
Asset Purchase Agreement [Member] | Invictus Wealth Group [Member] | Extended Maturity [Member] | Forecast [Member] | ||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||
Debt final payment | $ 216,780 | $ 125,000 | $ 100,000 | $ 100,000 | ||||||||||
Northwest Analytical Labs, Inc. [Member] | ||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||
Notes receivable | $ 95,000 | |||||||||||||
Debt instrument stated percentage | 10% | |||||||||||||
C3 Labs, Inc., [Member] | ||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||
Notes receivable | $ 1,056,570 | |||||||||||||
Debt instrument stated percentage | 8% | |||||||||||||
Interest receivable | $ 64,017 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Short-Term Debt [Line Items] | ||
Total notes payable | $ 565,000 | |
Less: current maturities | (565,000) | |
Notes payable | ||
Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 565,000 | |
Notes Payable [Member] | Discontinued Operations [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | $ 80,428 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 10, 2021 | Dec. 26, 2019 | Dec. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | |||||||
Repayments of notes payable | $ 595,965 | ||||||
Canna Lab Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Additional debt 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] | |||||||
Additional debt amount | $ 115,000 | ||||||
Repayments of notes payable | $ 100,000 | $ 125,000 | |||||
Accrued interest | $ 35,965 | ||||||
Note Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Interest expense | $ 36,614 | $ 24,000 | |||||
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, 2024 | Sep. 30, 2023 |
Short-Term Debt [Line Items] | ||
Total related party convertible notes payable | $ 1,078,235 | $ 1,418,234 |
Total convertible debt | 1,078,235 | 1,385,932 |
Less: current maturities | (1,078,235) | (1,385,932) |
Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Total related party convertible notes payable | 350,000 | |
Less: unamortized debt discounts | (10,748) | |
Total convertible debt | 339,252 | |
Less: current maturities | (339,252) | |
Related party convertible notes payable | ||
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Less: unamortized debt discounts | 0 | |
Convertible Notes Payable [Member] | Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Total related party convertible notes payable | $ 350,000 |
Schedule of Related Party Con_2
Schedule of Related Party Convertible Notes Payable (Details) (Parenthetical) - Secured Subordinated Convertible Promissory Note [Member] - Accredited Investors [Member] - USD ($) | Aug. 08, 2022 | Dec. 29, 2020 | Dec. 28, 2020 | Feb. 10, 2020 |
Short-Term Debt [Line Items] | ||||
Principal amount | $ 50,000 | $ 400,000 | $ 350,000 | |
Maturity date | Feb. 11, 2024 | Aug. 10, 2022 | ||
Debt instrument interest percentage | 9% | |||
Conversion price | $ 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 | |||
Debt instrument agreement | As a result of the shares issued upon the extension agreement, the lender now holds more the 5% of the total outstanding common shares, and is therefore considered a related party |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Short-Term Debt [Line Items] | ||
Total convertible notes payable | $ 1,078,235 | $ 1,418,234 |
Less: unamortized debt discounts | (32,302) | |
Total convertible debt | 1,078,235 | 1,385,932 |
Less: current maturities | (1,078,235) | (1,385,932) |
Nonrelated Party [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | ||
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 | |
Convertible Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | 355,469 | 355,469 |
Convertible Notes Payable Four [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | 310,000 | 350,000 |
Convertible Notes Payable Five [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | 362,765 | 362,765 |
Convertible Notes Payable Six [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | $ 150,000 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jan. 29, 2024 | Jan. 22, 2024 | Oct. 02, 2022 | Aug. 08, 2022 | Sep. 30, 2021 | Feb. 22, 2021 | Dec. 29, 2020 | Dec. 28, 2020 | Sep. 30, 2020 | Aug. 08, 2020 | Feb. 11, 2020 | Sep. 23, 2019 | Nov. 08, 2018 | Nov. 05, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | |||||||||||||||||||
Amortization of debt discount premium | $ 43,050 | $ 77,616 | |||||||||||||||||
Debt instrument purchase of warrant | 15,387,050 | 15,387,050 | |||||||||||||||||
Loss on debt extinguishment | $ (956,494) | $ (956,494) | |||||||||||||||||
9% Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 10,000 | $ 60,000 | $ 50,000 | ||||||||||||||||
Maturity date | Feb. 11, 2024 | Aug. 11, 2022 | |||||||||||||||||
Debt instrument interest percentage | 9% | ||||||||||||||||||
Conversion price | $ 0.03 | $ 0.03 | $ 0.15 | ||||||||||||||||
Proceeds from convertible debt | $ 10,000 | ||||||||||||||||||
Debt converted principal value, shares | 333,334 | ||||||||||||||||||
Shares issued in exchange of extension | 650,000 | ||||||||||||||||||
Debt instrument fair value | $ 6,989 | ||||||||||||||||||
9% Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 200,000 | $ 150,000 | |||||||||||||||||
Maturity date | Feb. 11, 2024 | Aug. 11, 2022 | |||||||||||||||||
Debt instrument interest percentage | 9% | ||||||||||||||||||
Conversion price | $ 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 issued in exchange of extension | 1,950,000 | ||||||||||||||||||
Debt instrument fair value | $ 20,968 | ||||||||||||||||||
Senior Secured Convertible Note [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Maturity date | Feb. 11, 2025 | Feb. 11, 2024 | Aug. 10, 2022 | Aug. 10, 2022 | |||||||||||||||
Debt instrument interest percentage | 8% | ||||||||||||||||||
Conversion price | $ 0.01 | $ 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 | $ 355,469 | ||||||||||||||||||
Amortization of debt discount premium | $ 98,188 | ||||||||||||||||||
Debt instrument purchase of warrant | 4,621,105 | ||||||||||||||||||
Debt instrument fair value of warrant | $ 32,166 | ||||||||||||||||||
Loss on debt extinguishment | $ 481,955 | ||||||||||||||||||
Senior Secured Convertible Note One [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Maturity date | Feb. 11, 2025 | Feb. 11, 2024 | Aug. 10, 2022 | Aug. 10, 2022 | |||||||||||||||
Debt instrument interest percentage | 8% | ||||||||||||||||||
Conversion price | $ 0.01 | $ 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 | ||||||||||||||||||
Loss on debt extinguishment | $ 474,539 | ||||||||||||||||||
Conversion of notes payable into common stock value | $ 40,000 | ||||||||||||||||||
Senior Secured Convertible Note Two [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Maturity date | Feb. 11, 2024 | ||||||||||||||||||
Debt instrument interest percentage | 8% | ||||||||||||||||||
Conversion price | $ 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] | |||||||||||||||||||
Maturity date | Aug. 10, 2022 | Aug. 10, 2022 | |||||||||||||||||
Debt instrument interest percentage | 8% | ||||||||||||||||||
Conversion price | $ 0.03 | $ 0.14 | |||||||||||||||||
Proceeds from convertible debt | $ 150,000 |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Interest on notes payable | $ 36,614 | $ 29,770 |
Amortization of beneficial conversion features | 43,050 | 77,616 |
Interest on convertible notes | 78,607 | 72,473 |
Total interest expense | $ 158,271 | $ 179,859 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
Short-Term Debt [Line Items] | |||||
Amortization of debt discounts | $ 43,050 | $ 77,616 | |||
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 | $ 43,050 | $ 77,616 | |||
Unamortized discounts | $ 0 | ||||
Convertible notes interest expense | $ 77,808 | $ 72,473 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 20, 2022 | |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | ||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares issued | 105,280,155 | 105,280,155 | 87,096,820 | |||||
Common stock, shares outstanding | 105,280,155 | 105,280,155 | 87,096,820 | |||||
Conversion of convertible note payables into common stock value | ||||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of convertible note payables into common shares | 7,150,000 | 4,000,000 | ||||||
Conversion of convertible note payables into common stock value | $ 7,150 | $ 40,000 | ||||||
Shares of stock-based compensation | 14,183,335 | 14,183,335 | ||||||
Stock issuance for aggregate value | $ 348,331 | |||||||
Common Stock [Member] | Director [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares of stock-based compensation | 6,000,000 | |||||||
Stock issued value related to directors | $ 112,200 | |||||||
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 or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares outstanding | 1,047,942 | 1,047,942 | 1,047,942 | |||||
Preferred stock, shares outstanding | 1,047,942 | 1,047,942 | 1,047,942 | |||||
Series A Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding | 1,047,942 | 1,047,942 | ||||||
Preferred stock, shares outstanding | 1,047,942 | 1,047,942 | ||||||
Conversion of convertible note payables into common stock value | ||||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | |||||
Temporary equity, shares issued | 333,600 | 333,600 | 333,600 | |||||
Temporary equity, shares outstanding | 333,600 | 333,600 | 333,600 | |||||
Series B Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, shares issued | 333,600 | 333,600 | ||||||
Temporary equity, shares outstanding | 333,600 | 333,600 | 333,600 | 333,600 | 333,600 | 333,600 | 333,600 | |
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||
Preferred stock, par or stated value per share | $ 1 | |||||||
Preferred stock, shares designated remaining | 2,499,000 | 2,499,000 | ||||||
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 | |||||||
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. | |||||||
Series C Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | |||||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Series C Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, shares issued | 0 | 0 | ||||||
Temporary equity, shares outstanding | 0 | 0 | ||||||
Conversion of convertible note payables into common stock value | ||||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock, shares converted | 1,047,942 | |||||||
Convertible shares | 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% |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) | 6 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Preferred stock, par value | $ 0.001 |
Conversion of stock shares issued | shares | 8,340,000 |
Series B Preferred Stock [Member] | |
Preferred stock, par value | $ 1 |
Conversion price | $ 0.04 |
Conversion shares converted | shares | 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 |
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 and Series A Preferred, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends |
Summary of Common Stock Options
Summary of Common Stock Options Outstanding (Details) | 6 Months Ended |
Mar. 31, 2024 $ / 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 | 4 years 6 months 10 days |
Weighted Average Exercise Price | $ 0.052 |
Number of Shares Exercisable | shares | 8,120,000 |
Weighted Average Exercise Price Exercisable | $ 0.052 |
Schedule of Activity of Outstan
Schedule of Activity of Outstanding Common Stock Options (Details) | 6 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Shares Outstanding, Beginning balance | shares | 8,120,000 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 0.052 |
Number of Shares Options issued | shares | |
Weighted Average Exercise Price, Options issued | $ / shares | |
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, Ending | shares | 8,120,000 |
Weighted Average Exercise Price, Exercisable, Ending | $ / shares | $ 0.052 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 21, 2016 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Intrinsic value, outstanding | $ 33,600 | ||
Market price, per share | $ 0.022 | ||
Amortization of Stock Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation expenses | $ 1,153 | $ 17,510 | |
Unamortized expenses expected to be expensed | $ 0 | ||
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, 2024 $ / shares shares | |
Common Stock Warrants | |
Exercise Price Range Lower Range | $ 0.0074 |
Exercise Price Range Upper Range | $ 0.10 |
Number of Warrants Outstanding | shares | 15,387,050 |
Weighted Average Remaining Contractual Life | 8 years 3 months 3 days |
Weighted Average Exercise Price | $ 0.016 |
Number of Warrants Exercisable | shares | 15,387,050 |
Weighted Average Exercise Price, Exercisable | $ 0.016 |
Schedule of Outstanding Common
Schedule of Outstanding Common Stock Warrants Activity (Details) | 6 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Common Stock Warrants | |
Number of Shares, Balance beginning | shares | 15,387,050 |
Weighted Average Exercise Price, Balance beginning | $ 0.016 |
Number of Shares, Warrants granted | shares | |
Weighted Average Exercise Price, Warrants granted | |
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 |
Number of Shares, Exercisable | 15,387,050 |
Weighted Average Exercise Price, Exercisable | $ 0.016 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | 6 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Number of warrant to purchase of common stock shares | shares | 15,387,050 |
Warrant [Member] | |
Warrants, intrinic value | $ | $ 197,196 |
Intrinsic value, market price per share | $ / shares | $ 0.02 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations of Income Statement and Balance Sheet Disclosures (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
Current assets: | |||||
Accounts receivable, net | $ 447,410 | ||||
Deposits | 18,675 | ||||
Other current assets | 20,137 | ||||
Total current assets | 486,222 | ||||
Right-of-use asset | 274,985 | ||||
Fixed assets, net | 368,681 | ||||
Total long term assets | 643,666 | ||||
Total Assets | 1,129,888 | ||||
Current liabilities: | |||||
Accounts payable | 158,869 | ||||
Accrued expenses | 61,512 | ||||
Current portion of operating lease liabilities | 83,757 | ||||
Current maturities of notes payable | 64,517 | ||||
Total current liabilities | 368,655 | ||||
Operating lease liabilities | 143,245 | ||||
Notes payable | 15,911 | ||||
Total long term liabilities | 159,156 | ||||
Total Liabilities | $ 527,811 | ||||
Revenues | 712,145 | $ 760,710 | 1,635,299 | $ 1,487,465 | |
Cost of sales | 229,013 | 459,608 | 650,524 | 882,443 | |
Gross profit | 483,132 | 301,102 | 984,775 | 605,022 | |
Operating expenses: | |||||
General and administrative | 189,983 | 224,346 | 393,168 | 504,990 | |
Professional fees | 20,688 | 4,750 | 43,460 | ||
Total operating expenses | 189,983 | 245,034 | 397,918 | 548,450 | |
Operating income(loss) | 293,149 | 56,068 | 586,857 | 56,572 | |
Other income (expense): | |||||
Interest expense | (620) | (1,745) | (1,701) | (3,706) | |
Total other income (expense) | (620) | (1,745) | (1,701) | (3,706) | |
Net income (loss) | $ 292,529 | $ 54,323 | $ 585,156 | $ 52,866 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Feb. 20, 2024 | Apr. 30, 2023 | Apr. 20, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash purchase price | $ 235,000 | ||||||
Working capital | $ (138,061) | (138,061) | |||||
Gain on sale of subsidiary net assets | $ 1,596,505 | $ 1,596,505 | $ 1,596,505 | ||||
Purchase Agreement [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Working capital | $ 150,000 | ||||||
Escrow deposits | 230,000 | ||||||
Management Services Agreement [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Description of collaborative arrangement | The effectiveness of the Management Services Agreement was subject to the approval of the CCB, which was obtained on October 17, 2023. 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 was entitled to a management fee of $10,000 per month. Any remaining cash generated from the operation of the Lab in any month was payable 45% to the Buyer and 55% to the Company. | ||||||
Discontinued Operations, Held-for-Sale [Member] | Purchase Agreement [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash purchase price | $ 2,300,000 |