Cover
Cover - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 333-173216 | |
Entity Registrant Name | WELLNESS CENTER USA, INC | |
Entity Central Index Key | 0001516887 | |
Entity Tax Identification Number | 27-2980395 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 145 E. University Boulevard | |
Entity Address, City or Town | Tucson | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85705 | |
City Area Code | 847 | |
Local Phone Number | 925-1885 | |
Title of 12(g) Security | Common Stock, par value $0.001 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 3,827,961 | |
Entity Common Stock, Shares Outstanding | 123,877,077 | |
Documents Incorporated by Reference | See Item 15. | |
Auditor Firm ID | 572 | |
Auditor Name | Weinberg & Company, P.A | |
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Current Assets | ||
Cash | $ 32,079 | $ 51,320 |
Inventories, net | 50,000 | 94,560 |
Prepaid expenses and other current assets | 500 | |
Total Current Assets | 82,079 | 146,380 |
Right of use asset | 6,961 | |
Total Other Assets | 6,961 | |
TOTAL ASSETS | 82,079 | 153,341 |
Current Liabilities | ||
Accounts payable and accrued expenses | 624,337 | 408,297 |
Payroll taxes payable, past due | 75,834 | 92,334 |
Lease liability | 6,961 | |
Lease settlement liability | 672,878 | 672,878 |
Loans payable from officers and shareholders, including $1,165,250 past due at September 30, 2021 - net of debt discount of $15,822 in 2021 | 2,055,378 | 1,165,250 |
Total Current Liabilities | 3,428,427 | 2,345,720 |
Long-term Liabilities | ||
U.S. Small Business Administration PPP loan payable | 37,166 | |
Total Liabilities | 3,428,427 | 2,382,886 |
Shareholders’ Deficit | ||
Common stock, par value $0.001, 200,000,000 shares authorized; 123,877,077 and 118,252,077 shares issued and outstanding, respectively | 123,877 | 118,252 |
Additional paid-in capital | 25,258,005 | 25,053,616 |
Accumulated deficit | (28,389,628) | (27,583,363) |
Total Wellness Center USA shareholders’ deficit | (3,007,746) | (2,411,495) |
Non-controlling interest | (338,602) | 181,950 |
Total Shareholder’s deficit | (3,346,348) | (2,229,545) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 82,079 | $ 153,341 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Loans payable from officers and shareholders, past due amount | $ 1,165,250 | |
Loan payable debt discount | $ 15,822 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares, issued | 123,877,077 | 118,252,077 |
Common stock, shares, outstanding | 123,877,077 | 118,252,077 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||
Trade sales | $ 239,962 | $ 5,000 |
Cost of goods sold | 228,580 | |
Gross profit | 11,382 | 5,000 |
Operating expenses | 1,239,238 | 1,926,594 |
Loss from operations | (1,227,856) | (1,921,594) |
Other income (expenses): | ||
Forgiveness of U.S. Small Business Administration PPP loan payable | 37,166 | |
Debt discount amortization | (1,678) | |
U.S. federal government COVID-19 grant | 4,000 | |
Financing costs | (43,815) | |
Cost of stock option modifications | (22,680) | |
Cost of stock warrant modification | (507,265) | |
Interest expense | (134,449) | (67,861) |
Gain on debt forgiveness | 56,840 | |
Total other income (expenses) | (98,961) | (580,781) |
NET LOSS | (1,326,817) | (2,502,375) |
Net loss attributable to non-controlling interest | 520,552 | 281,299 |
NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC. | $ (806,265) | $ (2,221,076) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.01) | $ (0.02) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED | 120,944,817 | 110,486,481 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total WCUI Deficit [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Sep. 30, 2019 | $ 107,497 | $ 23,777,647 | $ (25,362,287) | $ (1,477,143) | $ 393,149 | $ (1,083,994) |
Beginning balance, shares at Sep. 30, 2019 | 107,497,077 | |||||
Fair value of vested stock options | 263,414 | 263,414 | 263,414 | |||
Fair value of common stock issued for services to officers and directors | $ 9,895 | 286,955 | 296,850 | 296,850 | ||
Fair value of common stock issued for services to officers and directors, shares | 9,895,000 | |||||
Fair value of common stock issued for services to consultants | $ 285 | 22,515 | 22,800 | 22,800 | ||
Fair value of common stock issued for services to consultants, shares | 285,000 | |||||
Fair value of warrants issued upon conversion of loan payable from shareholder | 43,815 | 43,815 | 43,815 | |||
Cost of stock option modifications | 22,680 | 22,680 | 22,680 | |||
Cost of stock warrant modification | 507,265 | 507,265 | 507,265 | |||
Conversion of loan payable from shareholder into common shares | $ 575 | 29,425 | 30,000 | 30,000 | ||
Conversion of loan payable from shareholder into common shares, shares | 575,000 | |||||
Contribution of capital by joint venture partner | 99,900 | 99,900 | 70,100 | 170,000 | ||
Net loss | (2,221,076) | (2,221,076) | (281,299) | (2,502,375) | ||
Ending balance, value at Sep. 30, 2020 | $ 118,252 | 25,053,616 | (27,583,363) | (2,411,495) | 181,950 | (2,229,545) |
Ending balance, shares at Sep. 30, 2020 | 118,252,077 | |||||
Fair value of vested stock options | 21,764 | 21,764 | 21,764 | |||
Fair value of common stock issued for services to officers and directors | $ 5,275 | 165,475 | 170,750 | 170,750 | ||
Fair value of common stock issued for services to officers and directors, shares | 5,275,000 | |||||
Fair value of common stock issued with note payable | $ 350 | 17,150 | 17,500 | 17,500 | ||
Fair value of common stock issued with note payable, shares | 350,000 | |||||
Net loss | (806,265) | (806,265) | (520,552) | (1,326,817) | ||
Ending balance, value at Sep. 30, 2021 | $ 123,877 | $ 25,258,005 | $ (28,389,628) | $ (3,007,746) | $ (338,602) | $ (3,346,348) |
Ending balance, shares at Sep. 30, 2021 | 123,877,077 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,326,817) | $ (2,502,375) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 1,562 | |
Gain on debt forgiveness | (56,840) | |
Gain on forgiveness of U.S. SBA PPP loan payable | (37,166) | |
Amortization of right-of-use asset | 6,961 | 20,880 |
Amortization of debt discount | 1,678 | |
Provision for excess and slow moving inventories | 173,930 | |
Fair value of common shares issued for services | 170,750 | 319,650 |
Fair value of stock options issued for services | 21,764 | 263,414 |
Fair value of warrants issued upon conversion of loan payable from shareholder | 43,815 | |
Loss on abandonment of lease | 438,296 | |
Loss on modification of conversion price on convertible note payable | 22,680 | |
Cost of warrant modification | 507,265 | |
(Increase) Decrease in: | ||
Inventories | (129,370) | (39,560) |
Prepaid expenses and other assets | 500 | (500) |
(Decrease) Increase in: | ||
Accounts payable and accrued expenses | 216,040 | 8,100 |
Payroll taxes payable | (16,500) | (10,500) |
Lease liability | (6,961) | (20,880) |
Net cash used in operating activities | (925,191) | (1,004,993) |
Cash Flows from Financing Activities | ||
Proceeds from loans payable from officers and shareholders | 905,950 | 796,000 |
Proceeds from U.S. Small Business Administration PPP loan payable | 37,166 | |
Contribution of capital by joint venture partner | 170,000 | |
Net cash provided by financing activities | 905,950 | 1,003,166 |
Net decrease in cash | (19,241) | (1,827) |
Cash beginning of year | 51,320 | 53,147 |
Cash end of year | 32,079 | 51,320 |
Supplemental cash flows disclosures: | ||
Interest paid | ||
Taxes paid | ||
Supplemental non-cash disclosures: | ||
Debt discount on issuance of convertible note payable | 17,500 | |
Initial recognition of right-of-use assets and operating lease liabilities upon adoption of ASC Topic 842 | 27,841 | |
Reclassification of prepaid expenses to inventories | 55,000 | |
Conversion of loan payable from shareholder into common shares | $ 30,000 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION Organization and Operations Wellness Center USA, Inc. (“WCUI” or the “Company”) was incorporated in June 2010 under the laws of the State of Nevada. The Company initially engaged in online sports and nutrition supplements marketing and distribution. The Company subsequently expanded into additional businesses within the healthcare and medical sectors through acquisitions, including Psoria-Shield Inc. (“PSI”) and StealthCo Inc. (“SCI”), d/b/a Stealth Mark, Inc. The Company currently operates in the following business segments: (i) distribution of targeted Ultraviolet (“UV”) phototherapy devices for dermatology and sanitation purposes; and (ii) authentication and encryption products and services. The segments are operated, respectively, through PSI and SCI. COVID-19 Considerations During the year ended September 30, 2021, the COVID-19 pandemic did not have a material net impact on our operating results. In the future, the pandemic may cause reduced demand for our products if, for example, the pandemic results in a recessionary economic environment which negatively effects the customers who purchase our products. Our ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees. Since the onset of the COVID-19 pandemic, we maintained the consistency of our operations. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations. Through September 30, 2021, the COVID-19 pandemic has not negatively impacted the Company’s liquidity position as of such date. Through September 30, 2021, the Company continues to generate cash flows through financing activities to meet its short-term liquidity needs, and it expects to maintain access to those shareholder loans. The Company has not observed any material impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company has not yet generated significant revenues and has incurred recurring net losses. During the year ended September 30, 2021, the Company incurred a net loss of $ 1,326,817 925,191 3,346,348 1,165,250 75,834 At September 30, 2021, the Company had cash on hand in the amount of $ 32,079 905,950 No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The consolidated financial statements include the Company’s subsidiaries and the accounts of its subsidiaries for which it was determined that Company has operational and management control. The Company’s consolidated subsidiaries and/or controlled entities are as follows: SCHEDULE OF COMPANY'S CONSOLIDATED SUBSIDIARIES Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/disposition, if applicable) Attributable interest at September 30, 2020 Attributable interest at September 30, 2021 Psoria-Shield Inc. (“PSI”) The State of Florida June 2009 August 2012 51 % (1) 51 % (1) StealthCo, Inc. (“StealthCo”) The State of Illinois March 2014 100 % 100 % Protec Scientific, Inc (“Protec”) The State of New York April 2020 32 % 32 % (1) - Effective April 30, 2020, the Company’s 51 51 Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in the valuation of accounts receivable and allowance for uncollectible amounts, inventory and obsolescence reserves, accruals for potential liabilities, valuations of stock-based compensation, and realization of deferred tax assets, among others. Actual results could differ from these estimates. Income (Loss) Per Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the year ended September 30, 2021 and 2020, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At September 30, 2021 and 2020, the dilutive impact of outstanding stock options of 5,277,738 14,127,738 32,032,075 67,634,049 Revenue Recognition The company records revenue under the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606) For trade sales, the Company generates its revenue from sales contracts with customers with revenues being generated upon the shipment of merchandise, or for c The Company sells its products through two main sales channels: 1) directly to customers who use its products (the “Direct Channel”) and 2) to distribution partners who resell its products (the “Indirect Channel”). Under the Direct Channel, the Company sells its products to and receives payment directly from customers who purchase its products. Under the Indirect Channel, the Company has entered into distribution agreements that allow the distributors to sell its products and fulfill performance obligations under the agreements. During the years ended September 30, 2021 and 2020, all of the Company’s products were sold through its Direct Channel. We determine revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, we satisfy a performance obligation. Revenue is generally recognized upon shipment or when a service has been completed, unless the Company has significant performance obligations for services still to be completed. The Company recognizes revenue when a material reversal is no longer probable. Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. There was no Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis. At September 30, 2021, primarily all of the inventories consisted of raw materials or work-in-progress. The Company provides inventory reserves based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount, if any, is measured as the difference between the cost of the inventory and net realizable value based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. At September 30, 2021, the Company recorded a reserve of $ 173,930 no Leases The Company accounts for its leases in accordance with the guidance of ASC 842, Leases Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a valuation allowance against its deferred tax assets as of September 30, 2021 and 2020. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent Fair Value measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — ● Level 2 — ● Level 3 — The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying value of the loans payable from officers and shareholders approximate their fair value based on the fair market interest rates of these obligations. Non-controlling Interests PSI In December 2018, PSI entered into a Joint Venture Agreement with GEN2 for further development, marketing, licensing and/or sale of PSI technology and products to be conducted through NEO Phototherapy, Inc. (“NEO”). PSI and GEN2 were the members of NEO, owning 50.5 36.0 51 39 10 Effective April 30, 2020, the joint venture with GEN2 was reorganized. GEN2 shareholders exchanged their common shares in GEN2, and the individual exchanged his membership interests in NEO, for common shares representing 49% ownership in PSI. The Company retained its common shares in PSI, which provides the Company a 51% economic interest in the PSI technology and products developed by the joint venture. During the years ended September 30, 2021 and 2020, PSI recorded a loss of $ 746,433 333,809 365,752 163,556 As of September 30, 2019, GEN2 had received $ 975,000 975,000 300,000 750,000 Protec In May 2020, the Company’s subsidiary, PSI, agreed to become a majority shareholder in Protec Scientific, Inc. (“Protec”), a company formed in April 2020. As of September 30, 2020, PSI had contributed $191,000 to Protec with the Company’s share being approximately 32%, based on its PSI ownership. The remaining 30% share is attributed to PSI’s minority shareholders. During the year ended September 30, 2020, Protec received an additional $ 120,000 271,131 172,174 185,399 117,732 Stock-Based Compensation The Company periodically issues stock-based compensation to officers, directors, and consultants for services rendered, and as part of financing transactions. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, employees, and for acquiring goods and services from non-employees, which include grants of stock options, are recognized in the financial statements based on their fair values in accordance with Topic 718. Stock option grants, which are generally time vested, will be measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company has paid cash for the services. The fair value of the Company’s common stock option and warrant grants are estimated using a Black-Scholes Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, estimated forfeitures and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model and based on actual experience. The assumptions used in the Black-Scholes Merton option pricing model could materially affect compensation expense recorded in future periods. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
LOANS PAYABLE FROM OFFICERS AND
LOANS PAYABLE FROM OFFICERS AND SHAREHOLDERS | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE FROM OFFICERS AND SHAREHOLDERS | NOTE 3 – LOANS PAYABLE FROM OFFICERS AND SHAREHOLDERS As of September 30, 2019, loans payable from officers and shareholders of $ 399,250 796,000 30,000 575,000 1,150,000 0.07 five years 43,815 0.04 187.0 0.20 As of September 30, 2020, loans payable from officers and shareholders of $ 1,165,250 905,950 25,000 350,000 17,500 1,678 15,822 As of September 30, 2021, loans payable to officers and shareholders of $ 2,055,378 1,165,250 |
U.S. SMALL BUSINESS ADMINISTRAT
U.S. SMALL BUSINESS ADMINISTRATION LOAN PAYABLE | 12 Months Ended |
Sep. 30, 2021 | |
U.s. Small Business Administration Loan Payable | |
U.S. SMALL BUSINESS ADMINISTRATION LOAN PAYABLE | NOTE 4 – U.S. SMALL BUSINESS ADMINISTRATION LOAN PAYABLE During the year ended September 30, 2020, the Company’s subsidiary, PSI, entered into a loan agreement for $ 37,166 with First Western Trust Bank pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act 1.0 April 23, 2022 Beginning in October 2020, PSI is required to make monthly interest payments and all principal and unpaid interest is due in April 2022. 37,166 no |
LEASE LIABILITIES
LEASE LIABILITIES | 12 Months Ended |
Sep. 30, 2021 | |
Lease Liabilities | |
LEASE LIABILITIES | NOTE 5 – LEASE LIABILITIES Operating Lease In February 2019, the Company’s PSI subsidiary entered into a 24 1,850 27,841 4.00 20,880 6,961 6,961 ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Rent expense for the years ended September 30, 2021 and 2020 was $ 13,389 21,600 6,961 20,880 Lease settlement liability The Company leased its corporate office facility in Hoffman Estates, Illinois pursuant to a non-cancellable lease initiated in July 2016 and expiring February 28, 2024. The lease terms require a monthly payment of approximately $ 11,000 631,587 On or about June 29, 2020, the Company received notice that Hanover Hoffman Estates, LLC (“HHE”), filed case number 2020L006092 in the Circuit Court of Cook County alleging a failure to pay Base Rent and abandonment of certain office space in Hoffman Estates, Illinois subject to a Commercial Lease dated May 26, 2016 (the “HHE Litigation”). HHE sought at least $ 672,878 On October 6, 2021, HHE and the Company settled the HHE Litigation pursuant to an agreement providing, among other things, that the Company agree to the entry of a final judgment order on the complaint in the amount of $ 725,795 , which includes $ 657,194 in base rent awarded HHE by the Court on HHE’s Motion for Summary Judgment and the additional fees claimed by HHE and costs. HHE will forebear on the enforcement of the judgment and will provide the Company a satisfaction of the judgment upon the payment by the Company of $ 350,000 , plus interest on the principal amount thereof outstanding from time to time at the rate of 5 % per annum (the “Settlement Amount”), until the Settlement Amount is paid in full. An initial payment of $ 125,000 was due January 1, 2022. 725,795 125,000 225,000 as follows: January 1, 2023 – $ 15,000 plus accrued interest only; January 1, 2024 – $ 15,000 plus accrued interest only; January 1, 2025 – $ 45,000 plus accrued interest; January 1, 2026 – $ 75,000 plus accrued interest; and January 1, 2027 – $ 75,000 plus accrued interest. As of September 30, 2021 and 2020, the Company has recorded a lease settlement liability of $ 672,878 350,000 Other Commencing on October 1, 2016, the Company’s wholly owned subsidiary, StealthCo, entered into a non-cancellable lease agreement to lease its office facilities in Oak Ridge, Tennessee. The term of the lease is five years 11,000 11,000 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 6 – SHAREHOLDERS’ EQUITY Authorized shares On September 3, 2019, the Company’s Board of Directors unanimously approved the amendment of its Articles of Incorporation to increase the total authorized capital stock from 185,000,000 200,000,000 123,877,077 118,252,077 Common Shares Issued for Services to Consultants During the year ended September 30, 2020, the Company issued 285,000 22,800 Restricted Stock Grants to Officers and Directors During the year ended September 30, 2020, the Company’s Board of Directors approved the issuance of a combined total of 20,170,000 7,120,000 1,800,000 11,250,000 13,050,000 2,775,000 4,650,000 During the year ended September 30, 2021, the Company’s Board of Directors approved the issuance of a combined total of 3,750,000 625,000 During the year ended September 30, 2021, the Company’s Board of Directors approved the issuance of a combined total of 41,353,731 16,093,018 Stock Warrants The following table summarizes restricted common stock activity: SUMMARY OF RESTRICTED COMMON STOCK Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, September 30, 2019 - $ - $ - Granted 20,170,000 605,100 0.03 Vested (9,895,000 ) (296,850 ) 0.03 Forfeited - - - Non-vested, September 30, 2020 10,275,000 308,250 0.03 Granted 3,750,000 187,500 0.05 Vested (5,275,000 ) (170,750 ) 0.03 Forfeited - - - Non-vested, September 30, 2021 8,750,000 $ 325,000 $ 0.04 During the years ended September 30, 2021 and 2020, the Company recorded $ 170,750 296,850 325,000 Stock Options On December 22, 2010, effective retroactively as of June 30, 2010, the Company’s Board of Directors approved the adoption of the “2010 Non-Qualified Stock Option Plan” (“2010 Option Plan”) by unanimous consent. The 2010 Option Plan was initiated to encourage and enable officers, directors, consultants, advisors and key employees of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 7,500,000 7,500,000 30,000,000 The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The table below summarizes the Company’s stock option activities for the year ended September 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, September 30, 2019 15,237,738 $ 0.03 2.00 $ 0.28 Granted 5,000,000 0.04 0.09 0.05 Cancelled (4,910,000 ) 0.14 0.30 0.14 Exercised - - - Expired (1,200,000 ) 0.11 0.25 0.15 Balance, September 30, 2020 14,127,738 0.03 2.00 0.23 Granted - - - Cancelled (7,262,500 ) 0.04 0.40 0.06 Exercised - - - Expired (1,587,500 ) 0.11 2.00 1.29 Balance, September 30, 2021 5,277,738 $ 0.03 0.26 $ 0.15 Vested and exercisable, September 30, 2021 5,277,738 $ 0.03 0.26 $ 0.15 Unvested, September 30, 2021 - $ - $ - The following table summarizes information concerning outstanding and exercisable options as of September 30, 2021: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS BY EXERCISE PRICE RANGE Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.03 0.26 5,277,738 1.58 $ 0.15 - - $ - $ $ 0.03 0.26 5,277,738 1.58 $ 0.15 - - $ - Stock Option Activity during the Fiscal Year Ended September 30, 2020 During the year ended September 30, 2020, the Company’s Board of Directors approved the cancellation of stock options to purchase 3,360,000 0.14 0.30 1,550,000 0.14 The Board approved the grant of stock options to its Chief Executive Officer to purchase 4,250,000 0.04 127,500 1,125,000 3,125,000 a. Repricing of stock options to purchase 1,200,000 0.14 0.04 b. Repricing of stock options to purchase 600,000 0.14 0.04 c. Extend the expiration of the options to ten years from the date of grant, rather than the five In accounting for the modification, the Company calculated for the fair value of the options before modification using current valuation inputs including the Company’s closing stock price of $ 0.03 183 0.34 22,680 In addition to the options granted to the Company’s Chief Executive Officer noted above, during the year ended September 30, 2020, the Company granted options to several employee to purchase a total of 750,000 59,376 0.04 0.09 five years The assumptions used for all of the options granted during the year ended September 30, 2020 are as follows: SCHEDULE OF ASSUMPTIONS USED FOR OPTIONS GRANTED Exercise price $ 0.04 0.09 Expected dividends - Expected volatility 157.6 197.0 % Risk free interest rate 0.17 1.60 % Expected life of options 2.5 Stock Option Activity during the Fiscal Year Ended September 30, 2021 During the year ended September 30, 2021, the Company’s Board of Directors approved the cancellation of 6,050,000 6,050,000 During the years ended September 30, 2021 and 2020, the Company recorded $ 21,764 263,414 no The total aggregate intrinsic value for option shares outstanding at September 30, 2021 was $ 625 24,722,262 Stock Warrants The table below summarizes the Company’s warrants activities for the year ended September 30, 2021: SCHEDULE OF WARRANT ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, September 30, 2019 66,484,049 $ 0.12 0.40 $ 0.17 Granted 1,150,000 0.07 0.07 Cancelled - - - Exercised - - - Expired - - - Balance, September 30, 2020 67,634,049 0.07 0.40 0.16 Granted - - - Cancelled (16,093,018 ) 0.12 0.18 0.15 Exercised - - - Expired (19,508,956 ) 0.15 0.25 0.18 Balance, September 30, 2021 32,032,075 $ 0.07 0.40 $ 0.16 Vested and exercisable, September 30, 2021 32,032,075 $ 0.07 0.40 $ 0.16 The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2021: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS BY EXERCISE PRICE RANGE Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.12 0.20 31,082,075 1.76 $ 0.16 31,082,075 1.76 $ 0.16 0.21 0.40 950,000 1.67 0.33 950,000 1.67 0.33 $ 0.12 0.40 32,032,075 1.76 $ 0.16 32,032,075 1.76 $ 0.16 During the year ended September 30, 2020, in connection with the conversion of a loan payable, the Company issued a warrant to purchase 1,150,000 0.07 43,815 five years Effective January 1, 2020, the Company’s Board of Directors approved the extension of the Company’s unexpired stock warrants as of December 31, 2019, by an additional one-year period. This change affected approximately 66,000,000 0.12 0.40 507,265 During the year ended September 30, 2021, the Company’s Board of Directors approved the cancellation of 16,093,018 Restricted Stock Grants There was no |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 7 – SEGMENT REPORTING Reportable segments are components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company operates in the following business segments: (i) Medical Devices: (ii) Authentication and Encryption Products and Services: The detailed segment information of the Company is as follows: SCHEDULE OF ASSETS OF REPORTABLE SEGMENTS Assets By Segment September 30, 2021 Corporate Medical Devices Authentication and Encryption Total ASSETS Current Assets Cash $ 12,887 $ 15,594 $ 3,598 $ 32,079 Inventories - 50,000 - 50,000 Total current assets 12,887 65,594 3,598 82,079 TOTAL ASSETS $ 12,887 $ 65,594 $ 3,598 $ 82,079 SCHEDULE OF OPERATIONS OF REPORTABLE SEGMENTS Operations by Segment for the Years Ended September 30, 2021 and 2020 For the Year Ended September 30, 2021 Corporate Medical Devices Authentication and Encryption Total Trade Sales $ - $ 239,962 $ - $ 239,962 Cost of goods sold - 228,580 - 228,580 Gross profit - 11,382 - 11,382 Operating expenses 211,641 1,009,598 17,999 1,239,238 Loss from operations $ (211,641 ) $ (998,216 ) $ (17,999 ) $ (1,227,856 ) For the Year Ended September 30, 2020 Corporate Medical Devices Authentication and Encryption Total Trade Sales $ - $ - $ 5,000 $ 5,000 Cost of goods sold - - - - Gross profit - - 5,000 5,000 Operating expenses 1,004,477 852,542 69,575 1,926,594 Loss from operations $ (1,004,477 ) $ (852,542 ) $ (64,575 ) $ (1,921,594 ) |
LEGAL MATTERS
LEGAL MATTERS | 12 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL MATTERS | NOTE 8 – LEGAL MATTERS The Company is periodically engaged in legal proceedings arising from and relating to its business operations. Except as otherwise described herein, we currently are not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect on our financial condition or results of operations. The Company continues efforts to preserve revenue and reduce operating expenses through actions including, but not limited to, facilities consolidation and staff reductions, which it hopes to implement through negotiated transactions with lessors, employees and other third parties. Such actions may result in disputes with and claims by such parties which, if not resolved through negotiations, may impact negatively the Company’s ability to continue as a going concern. To date, the Company has negotiated settlement of all ex-employee wage and benefits claims except for the claim filed with the Illinois Department of Labor asserting a violation of the Illinois Wage Payment and Collection Act by the Company’s former CEO. That claim alleges unpaid wages in the amount of $ 158,715 20,833 179,548 2 As discussed in Note 5, on or about June 29, 2020, HHE filed case number 2020L006092 in the Circuit Court of Cook County alleging failure to pay Base Rent and abandonment of certain office space in Hoffman Estates, Illinois subject to a Commercial Lease dated May 26, 2016 (the “HHE litigation”). HHE sought at least $ 672,888 in base rent and other amounts under the lease, as well as treble damages from our ex-CEO and two past Directors who were serving on our Board as of the date of the lease. On October 6, 2021, HHE and the Company agreed to a settlement on the terms discussed in Note 5 above. On February 10, 2022, the initial payment of $ 125,000 On or about January 8, 2021, Periklis Papadopoulus, a former Director who was named as an additional Defendant in the HHE litigation, filed a counterclaim against the Company seeking indemnification for attorneys’ fees he incurred in obtaining his dismissal from the HHE litigation. Subsequent to September 30, 2021, the Company settled the counterclaim by agreeing to pay $ 41,914 15,000 1,791 37,000 39,000 41,914 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES At September 30, 2021, the Company had net operating loss (“NOL”) carryforwards for federal and state income tax purposes of approximately $ 21 future taxable income through 2041 5,300,000 The Company recognizes as income tax expense, interest and penalties on uncertain tax provisions. As of September 30, 2021, and 2020, the Company has not accrued interest or penalties related to uncertain tax positions. Tax years 2018 through 2021 remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILLIATION September 30, 2021 September 30, 2020 Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (4.0 )% (4.0 )% Change in valuation allowance 25.0 % 25.0 % Income taxes at effective income tax rate - % - % The components of deferred taxes consist of the following at September 30, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES September 30, 2021 September 30, 2020 Net operating loss carryforwards $ 5,367,250 $ 5,117,750 Less: Valuation allowance (5,367,250 ) (5,117,750 ) Net deferred tax assets $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Subsequent to September 30, 2021, the Company borrowed $ 326,000 On October 6, 2021, the Company and a former landlord (“HHE”) agreed to a settlement agreement providing, among other things, that HHE will provide the Company a satisfaction of the judgment upon the payment by the Company of $ 350,000 125,000 was due January 1, 2022. On February 10, 2022, the initial payment of $ 125,000 was paid to HHE (see Note 5). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the Company’s subsidiaries and the accounts of its subsidiaries for which it was determined that Company has operational and management control. The Company’s consolidated subsidiaries and/or controlled entities are as follows: SCHEDULE OF COMPANY'S CONSOLIDATED SUBSIDIARIES Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/disposition, if applicable) Attributable interest at September 30, 2020 Attributable interest at September 30, 2021 Psoria-Shield Inc. (“PSI”) The State of Florida June 2009 August 2012 51 % (1) 51 % (1) StealthCo, Inc. (“StealthCo”) The State of Illinois March 2014 100 % 100 % Protec Scientific, Inc (“Protec”) The State of New York April 2020 32 % 32 % (1) - Effective April 30, 2020, the Company’s 51 51 |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in the valuation of accounts receivable and allowance for uncollectible amounts, inventory and obsolescence reserves, accruals for potential liabilities, valuations of stock-based compensation, and realization of deferred tax assets, among others. Actual results could differ from these estimates. |
Income (Loss) Per Share | Income (Loss) Per Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the year ended September 30, 2021 and 2020, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At September 30, 2021 and 2020, the dilutive impact of outstanding stock options of 5,277,738 14,127,738 32,032,075 67,634,049 |
Revenue Recognition | Revenue Recognition The company records revenue under the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606) For trade sales, the Company generates its revenue from sales contracts with customers with revenues being generated upon the shipment of merchandise, or for c The Company sells its products through two main sales channels: 1) directly to customers who use its products (the “Direct Channel”) and 2) to distribution partners who resell its products (the “Indirect Channel”). Under the Direct Channel, the Company sells its products to and receives payment directly from customers who purchase its products. Under the Indirect Channel, the Company has entered into distribution agreements that allow the distributors to sell its products and fulfill performance obligations under the agreements. During the years ended September 30, 2021 and 2020, all of the Company’s products were sold through its Direct Channel. We determine revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, we satisfy a performance obligation. Revenue is generally recognized upon shipment or when a service has been completed, unless the Company has significant performance obligations for services still to be completed. The Company recognizes revenue when a material reversal is no longer probable. Payments received before the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. There was no |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis. At September 30, 2021, primarily all of the inventories consisted of raw materials or work-in-progress. The Company provides inventory reserves based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount, if any, is measured as the difference between the cost of the inventory and net realizable value based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. At September 30, 2021, the Company recorded a reserve of $ 173,930 no |
Leases | Leases The Company accounts for its leases in accordance with the guidance of ASC 842, Leases |
Income Taxes | Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a valuation allowance against its deferred tax assets as of September 30, 2021 and 2020. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent |
Fair Value measurements | Fair Value measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — ● Level 2 — ● Level 3 — The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying value of the loans payable from officers and shareholders approximate their fair value based on the fair market interest rates of these obligations. |
Non-controlling Interests | Non-controlling Interests PSI In December 2018, PSI entered into a Joint Venture Agreement with GEN2 for further development, marketing, licensing and/or sale of PSI technology and products to be conducted through NEO Phototherapy, Inc. (“NEO”). PSI and GEN2 were the members of NEO, owning 50.5 36.0 51 39 10 Effective April 30, 2020, the joint venture with GEN2 was reorganized. GEN2 shareholders exchanged their common shares in GEN2, and the individual exchanged his membership interests in NEO, for common shares representing 49% ownership in PSI. The Company retained its common shares in PSI, which provides the Company a 51% economic interest in the PSI technology and products developed by the joint venture. During the years ended September 30, 2021 and 2020, PSI recorded a loss of $ 746,433 333,809 365,752 163,556 As of September 30, 2019, GEN2 had received $ 975,000 975,000 300,000 750,000 Protec In May 2020, the Company’s subsidiary, PSI, agreed to become a majority shareholder in Protec Scientific, Inc. (“Protec”), a company formed in April 2020. As of September 30, 2020, PSI had contributed $191,000 to Protec with the Company’s share being approximately 32%, based on its PSI ownership. The remaining 30% share is attributed to PSI’s minority shareholders. During the year ended September 30, 2020, Protec received an additional $ 120,000 271,131 172,174 185,399 117,732 |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock-based compensation to officers, directors, and consultants for services rendered, and as part of financing transactions. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, employees, and for acquiring goods and services from non-employees, which include grants of stock options, are recognized in the financial statements based on their fair values in accordance with Topic 718. Stock option grants, which are generally time vested, will be measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company has paid cash for the services. The fair value of the Company’s common stock option and warrant grants are estimated using a Black-Scholes Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, estimated forfeitures and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model and based on actual experience. The assumptions used in the Black-Scholes Merton option pricing model could materially affect compensation expense recorded in future periods. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF COMPANY'S CONSOLIDATED SUBSIDIARIES | SCHEDULE OF COMPANY'S CONSOLIDATED SUBSIDIARIES Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/disposition, if applicable) Attributable interest at September 30, 2020 Attributable interest at September 30, 2021 Psoria-Shield Inc. (“PSI”) The State of Florida June 2009 August 2012 51 % (1) 51 % (1) StealthCo, Inc. (“StealthCo”) The State of Illinois March 2014 100 % 100 % Protec Scientific, Inc (“Protec”) The State of New York April 2020 32 % 32 % (1) - Effective April 30, 2020, the Company’s 51 51 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SUMMARY OF RESTRICTED COMMON STOCK | The following table summarizes restricted common stock activity: SUMMARY OF RESTRICTED COMMON STOCK Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, September 30, 2019 - $ - $ - Granted 20,170,000 605,100 0.03 Vested (9,895,000 ) (296,850 ) 0.03 Forfeited - - - Non-vested, September 30, 2020 10,275,000 308,250 0.03 Granted 3,750,000 187,500 0.05 Vested (5,275,000 ) (170,750 ) 0.03 Forfeited - - - Non-vested, September 30, 2021 8,750,000 $ 325,000 $ 0.04 |
SCHEDULE OF STOCK OPTION ACTIVITY | The table below summarizes the Company’s stock option activities for the year ended September 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, September 30, 2019 15,237,738 $ 0.03 2.00 $ 0.28 Granted 5,000,000 0.04 0.09 0.05 Cancelled (4,910,000 ) 0.14 0.30 0.14 Exercised - - - Expired (1,200,000 ) 0.11 0.25 0.15 Balance, September 30, 2020 14,127,738 0.03 2.00 0.23 Granted - - - Cancelled (7,262,500 ) 0.04 0.40 0.06 Exercised - - - Expired (1,587,500 ) 0.11 2.00 1.29 Balance, September 30, 2021 5,277,738 $ 0.03 0.26 $ 0.15 Vested and exercisable, September 30, 2021 5,277,738 $ 0.03 0.26 $ 0.15 Unvested, September 30, 2021 - $ - $ - |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS BY EXERCISE PRICE RANGE | The following table summarizes information concerning outstanding and exercisable options as of September 30, 2021: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS BY EXERCISE PRICE RANGE Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.03 0.26 5,277,738 1.58 $ 0.15 - - $ - $ $ 0.03 0.26 5,277,738 1.58 $ 0.15 - - $ - |
SCHEDULE OF ASSUMPTIONS USED FOR OPTIONS GRANTED | The assumptions used for all of the options granted during the year ended September 30, 2020 are as follows: SCHEDULE OF ASSUMPTIONS USED FOR OPTIONS GRANTED Exercise price $ 0.04 0.09 Expected dividends - Expected volatility 157.6 197.0 % Risk free interest rate 0.17 1.60 % Expected life of options 2.5 |
SCHEDULE OF WARRANT ACTIVITY | The table below summarizes the Company’s warrants activities for the year ended September 30, 2021: SCHEDULE OF WARRANT ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, September 30, 2019 66,484,049 $ 0.12 0.40 $ 0.17 Granted 1,150,000 0.07 0.07 Cancelled - - - Exercised - - - Expired - - - Balance, September 30, 2020 67,634,049 0.07 0.40 0.16 Granted - - - Cancelled (16,093,018 ) 0.12 0.18 0.15 Exercised - - - Expired (19,508,956 ) 0.15 0.25 0.18 Balance, September 30, 2021 32,032,075 $ 0.07 0.40 $ 0.16 Vested and exercisable, September 30, 2021 32,032,075 $ 0.07 0.40 $ 0.16 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS BY EXERCISE PRICE RANGE | The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2021: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS BY EXERCISE PRICE RANGE Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.12 0.20 31,082,075 1.76 $ 0.16 31,082,075 1.76 $ 0.16 0.21 0.40 950,000 1.67 0.33 950,000 1.67 0.33 $ 0.12 0.40 32,032,075 1.76 $ 0.16 32,032,075 1.76 $ 0.16 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF ASSETS OF REPORTABLE SEGMENTS | The detailed segment information of the Company is as follows: SCHEDULE OF ASSETS OF REPORTABLE SEGMENTS Assets By Segment September 30, 2021 Corporate Medical Devices Authentication and Encryption Total ASSETS Current Assets Cash $ 12,887 $ 15,594 $ 3,598 $ 32,079 Inventories - 50,000 - 50,000 Total current assets 12,887 65,594 3,598 82,079 TOTAL ASSETS $ 12,887 $ 65,594 $ 3,598 $ 82,079 |
SCHEDULE OF OPERATIONS OF REPORTABLE SEGMENTS | SCHEDULE OF OPERATIONS OF REPORTABLE SEGMENTS Operations by Segment for the Years Ended September 30, 2021 and 2020 For the Year Ended September 30, 2021 Corporate Medical Devices Authentication and Encryption Total Trade Sales $ - $ 239,962 $ - $ 239,962 Cost of goods sold - 228,580 - 228,580 Gross profit - 11,382 - 11,382 Operating expenses 211,641 1,009,598 17,999 1,239,238 Loss from operations $ (211,641 ) $ (998,216 ) $ (17,999 ) $ (1,227,856 ) For the Year Ended September 30, 2020 Corporate Medical Devices Authentication and Encryption Total Trade Sales $ - $ - $ 5,000 $ 5,000 Cost of goods sold - - - - Gross profit - - 5,000 5,000 Operating expenses 1,004,477 852,542 69,575 1,926,594 Loss from operations $ (1,004,477 ) $ (852,542 ) $ (64,575 ) $ (1,921,594 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILLIATION | The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILLIATION September 30, 2021 September 30, 2020 Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (4.0 )% (4.0 )% Change in valuation allowance 25.0 % 25.0 % Income taxes at effective income tax rate - % - % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The components of deferred taxes consist of the following at September 30, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES September 30, 2021 September 30, 2020 Net operating loss carryforwards $ 5,367,250 $ 5,117,750 Less: Valuation allowance (5,367,250 ) (5,117,750 ) Net deferred tax assets $ - $ - |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 1,326,817 | $ 2,502,375 | |
Cash used in operations | 925,191 | 1,004,993 | |
Shareholders' deficit | 3,346,348 | 2,229,545 | $ 1,083,994 |
Loans payable | 1,165,250 | ||
Payroll taxes due | 75,834 | 92,334 | |
Cash on hand | 32,079 | 51,320 | |
Short-term lonas from officers | $ 905,950 | $ 796,000 |
SCHEDULE OF COMPANY'S CONSOLIDA
SCHEDULE OF COMPANY'S CONSOLIDATED SUBSIDIARIES (Details) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Psoria-Shield Inc. [Member] | |||
Name of consolidated subsidiary or entity | Psoria-Shield Inc. (“PSI”) | ||
State or other jurisdiction of incorporation or organization | The State of Florida | ||
Month and Year of incorporation or formation | 2009-06 | ||
Month and Year of acquisition/disposition | 2012-08 | ||
Attributable interest | [1] | 51.00% | 51.00% |
StealthCo, Inc. [Member] | |||
Name of consolidated subsidiary or entity | StealthCo, Inc. (“StealthCo”) | ||
State or other jurisdiction of incorporation or organization | The State of Illinois | ||
Month and Year of incorporation or formation | 2014-03 | ||
Attributable interest | 100.00% | 100.00% | |
Protec Scientific, Inc [Member] | |||
Name of consolidated subsidiary or entity | Protec Scientific, Inc (“Protec”) | ||
State or other jurisdiction of incorporation or organization | The State of New York | ||
Month and Year of incorporation or formation | 2020-04 | ||
Attributable interest | 32.00% | 32.00% | |
[1] | - Effective April 30, 2020, the Company’s 51 51 |
SCHEDULE OF COMPANY'S CONSOLI_2
SCHEDULE OF COMPANY'S CONSOLIDATED SUBSIDIARIES (Details) (Parenthetical) | Sep. 30, 2021 | Sep. 30, 2020 | |
Psoria-Shield Inc. [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Attributable interest | [1] | 51.00% | 51.00% |
April 30, 2020 [Member] | Neo Phototherapy LLC [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Attributable interest | 51.00% | 51.00% | |
April 30, 2020 [Member] | Psoria-Shield Inc. [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Attributable interest | 51.00% | 51.00% | |
[1] | - Effective April 30, 2020, the Company’s 51 51 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 30, 2020 | Dec. 31, 2018 | |
Deferred revenue | $ 0 | $ 0 | ||||
Inventory reserves | $ 173,930 | 0 | ||||
Measurement of tax benefit, percentage of realized upon settlement, minimum, description | more than 50 percent | |||||
Operating loss | $ (1,227,856) | (1,921,594) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | (520,552) | (281,299) | ||||
Additional paid-in capital | $ 25,258,005 | 25,053,616 | ||||
Protec Scientific, Inc [Member] | ||||||
Acquisition description | In May 2020, the Company’s subsidiary, PSI, agreed to become a majority shareholder in Protec Scientific, Inc. (“Protec”), a company formed in April 2020. As of September 30, 2020, PSI had contributed $191,000 to Protec with the Company’s share being approximately 32%, based on its PSI ownership. The remaining 30% share is attributed to PSI’s minority shareholders. During the year ended September 30, 2020, Protec received an additional $120,000 from non-affiliated investors. The additional investments gave the non-controlling interests a 68% ownership interest in Protec. During the years ended September 30, 2021 and 2020, Protec recorded a loss of $271,131 and $172,174, respectively, of which $185,399 and $117,732, respectively, was allocated to the non-controlling interests. | |||||
April 30, 2020 [Member] | ||||||
Noncontrolling Interest, Description | GEN2 was reorganized. GEN2 shareholders exchanged their common shares in GEN2, and the individual exchanged his membership interests in NEO, for common shares representing 49% ownership in PSI. The Company retained its common shares in PSI, which provides the Company a 51% economic interest in the PSI technology and products developed by the joint venture. During the years ended September 30, 2021 and 2020, PSI recorded a loss of $746,433 and $333,809, respectively, relating to its operations, of which $365,752 and $163,556, respectively, was allocated to the non-controlling interest. | |||||
Operating loss | $ 746,433 | 333,809 | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | 365,752 | 163,556 | ||||
Payments to acquire investments | $ 975,000 | |||||
Investment company distributable earnings | 300,000 | |||||
Individual Counterparty [Member] | ||||||
Equity Method Investment, Ownership Percentage | 10.00% | |||||
Protec Scientific, Inc [Member] | ||||||
Operating loss | 271,131 | 172,174 | ||||
Additional paid-in capital | 120,000 | |||||
Loss allocated to the non-controlling interests | $ 185,399 | $ 117,732 | ||||
GEN2 [Member] | ||||||
Equity Method Investment, Ownership Percentage | 39.00% | |||||
Investments | 975,000 | |||||
Corporate Joint Venture [Member] | ||||||
Equity Method Investment, Ownership Percentage | 51.00% | |||||
Psoria-Shield Inc. [Member] | ||||||
Equity Method Investment, Ownership Percentage | 50.50% | |||||
Payments for investments | $ 750,000 | |||||
Gen 2 Funding, Inc [Member] | ||||||
Equity Method Investment, Ownership Percentage | 36.00% | |||||
Stock Options [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share | 5,277,738 | 14,127,738 | ||||
Warrants [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share | 32,032,075 | 67,634,049 |
LOANS PAYABLE FROM OFFICERS A_2
LOANS PAYABLE FROM OFFICERS AND SHAREHOLDERS (Details Narrative) | 12 Months Ended | ||
Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | |
Loans payable from officers and shareholders | $ 399,250 | ||
Debt instrument converted amount | $ 25,000 | ||
Debt instrument converted shares | shares | 350,000 | ||
Fair value of options granted | $ 17,500 | ||
Amortization of debt discount | 1,678 | ||
Loans payable debt discount | 15,822 | ||
Due to Related Parties, Current | 2,055,378 | $ 1,165,250 | |
Loans payable to officers and shareholders | 1,165,250 | ||
Measurement Input, Share Price [Member] | |||
Warrant measurement input | 0.04 | ||
Measurement Input, Price Volatility [Member] | |||
Warrant measurement input | 187 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant measurement input | 0.20 | ||
One of the Loan Holders [Member] | |||
Debt instrument converted amount | $ 30,000 | ||
Debt instrument converted shares | shares | 575,000 | ||
Number of warrant to purchase of common stock | shares | 1,150,000 | ||
Warrants exercise price | $ / shares | $ 0.07 | ||
Warrants and Rights Outstanding, Term | 5 years | ||
Officers and Shareholders [Member] | |||
Loans payable from officers and shareholders | $ 1,165,250 | ||
Fair value of warrants | 43,815 | ||
Psoria-Shield Inc. [Member] | |||
Loans payable from officers and shareholders | $ 905,950 | $ 796,000 |
U.S. SMALL BUSINESS ADMINISTR_2
U.S. SMALL BUSINESS ADMINISTRATION LOAN PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
U.s. Small Business Administration Loan Payable | ||
Debt Instrument, Face Amount | $ 37,166 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |
Debt Instrument, Maturity Date | Apr. 23, 2022 | |
Debt Instrument, Maturity Date, Description | Beginning in October 2020, PSI is required to make monthly interest payments and all principal and unpaid interest is due in April 2022. | |
Gain (Loss) on Extinguishment of Debt | $ 37,166 | |
Loans Payable, Noncurrent | $ 37,166 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) - USD ($) | Oct. 06, 2022 | Feb. 10, 2022 | Jan. 20, 2022 | Oct. 06, 2021 | Jan. 08, 2021 | Jun. 29, 2020 | Oct. 01, 2016 | Feb. 28, 2019 | Sep. 30, 2021 | Sep. 30, 2020 |
Lease term | 24 months | |||||||||
Payment for lease liability | $ 1,850 | $ 6,961 | $ 20,880 | |||||||
Right of use assets | $ 27,841 | 6,961 | ||||||||
Lease, discount rate | 4.00% | |||||||||
Lease liability | 6,961 | |||||||||
Base rent | 13,389 | 21,600 | ||||||||
Amortization of right of use asset | 6,961 | 20,880 | ||||||||
Monthly lease payment | 11,000 | |||||||||
Lease obligation remaining | 631,587 | |||||||||
Lease settlement liability | 672,878 | 672,878 | ||||||||
Payments for Legal Settlements | $ 41,914 | |||||||||
Pending Litigation [Member] | ||||||||||
Lease settlement liability | 350,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Litigation settlement interest rate | 5.00% | |||||||||
Hanover Hoffman Estates LLC [Member] | ||||||||||
Base rent | $ 672,888 | $ 672,878 | ||||||||
Hanover Hoffman Estates LLC [Member] | Subsequent Event [Member] | ||||||||||
Loss contingency value | $ 725,795 | |||||||||
Loss Contingency, Damages Awarded, Value | 657,194 | |||||||||
Loss contingency payable | 350,000 | |||||||||
Final judgement amount | $ 725,795 | |||||||||
Payments for Legal Settlements | $ 350,000 | $ 125,000 | ||||||||
Hanover Hoffman Estates LLC [Member] | Subsequent Event [Member] | January One Two Thousand And Twenty Three [Member] | ||||||||||
Loss contingency payable | 15,000 | |||||||||
Hanover Hoffman Estates LLC [Member] | Subsequent Event [Member] | January One Two Thousand And Twenty Two [Member] | ||||||||||
Lease settlement liability | 125,000 | |||||||||
Hanover Hoffman Estates LLC [Member] | Subsequent Event [Member] | Five Year Period [Member] | ||||||||||
Loss contingency payable | 225,000 | |||||||||
Hanover Hoffman Estates LLC [Member] | Subsequent Event [Member] | January One Two Thousand And Twenty Four [Member] | ||||||||||
Loss contingency payable | 15,000 | |||||||||
Hanover Hoffman Estates LLC [Member] | Subsequent Event [Member] | January One Two Thousand And Twenty Five [Member] | ||||||||||
Loss contingency payable | 45,000 | |||||||||
Hanover Hoffman Estates LLC [Member] | Subsequent Event [Member] | January One Two Thousand And Twenty Six [Member] | ||||||||||
Loss contingency payable | 75,000 | |||||||||
Hanover Hoffman Estates LLC [Member] | Subsequent Event [Member] | January One Two Thousand And Twenty Seven [Member] | ||||||||||
Loss contingency payable | $ 75,000 | |||||||||
Stealth Co [Member] | ||||||||||
Lease term | 5 years | |||||||||
Payment for lease liability | $ 11,000 | $ 11,000 |
SUMMARY OF RESTRICTED COMMON ST
SUMMARY OF RESTRICTED COMMON STOCK (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||
Number of Restricted Shares Non-vested, Beginning balance | 10,275,000 | |
Fair Value Non-vested, Beginning balance | $ 308,250 | |
Weighted Average Grant Date Fair Value Non-vested, Beginning balance | $ 0.03 | |
Number of Restricted Shares Non-vested, Granted | 3,750,000 | 20,170,000 |
Fair Value Non-vested, Granted | $ 187,500 | $ 605,100 |
Weighted Average Grant Date Fair Value Non-vested, Granted | $ 0.05 | $ 0.03 |
Number of Restricted Shares Non-vested, Vested | (5,275,000) | (9,895,000) |
Fair Value Non-vested, Vested | $ (170,750) | $ (296,850) |
Weighted Average Grant Date Fair Value Non-vested, Vested | $ 0.03 | $ 0.03 |
Number of Restricted Shares Non-vested, Forfeited | ||
Fair Value Non-vested, Forfeited | ||
Weighted Average Grant Date Fair Value Non-vested, Forfeited | ||
Number of Restricted Shares Non-vested, Ending balance | 8,750,000 | 10,275,000 |
Fair Value Non-vested, Ending balance | $ 325,000 | $ 308,250 |
Weighted Average Grant Date Fair Value Non-vested, Ending balance | $ 0.04 | $ 0.03 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Number of Option Shares Outstanding, Number, Beginning balance | 14,127,738 | 15,237,738 |
Weighted Average Exercise Price, Number, Beginning balance | $ 0.23 | $ 0.28 |
Number of Option Shares Outstanding, Granted | 5,000,000 | |
Exercise Price Range Per Share, Granted | ||
Weighted Average Exercise Price, Granted | $ 0.05 | |
Number of Option Shares Outstanding, Cancelled | (7,262,500) | (4,910,000) |
Weighted Average Exercise Price, Cancelled | $ 0.06 | $ 0.14 |
Number of Option Shares Outstanding, Exercised | ||
Exercise Price Range Per Share, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Option Shares Outstanding, Expired | (1,587,500) | (1,200,000) |
Weighted Average Exercise Price, Expired | $ 1.29 | $ 0.15 |
Number of Option Shares Outstanding, Number, Ending balance | 5,277,738 | 14,127,738 |
Weighted Average Exercise Price, Number, Ending balance | $ 0.15 | $ 0.23 |
Number of Option Shares Outstanding, Vested and exercisable, Ending balance | 5,277,738 | |
Weighted Average Exercise Price, Vested and exercisable, Ending balance | $ 0.15 | |
Number of Option Shares Outstanding, Unvested, Ending balance | ||
Exercise Price Range Per Share, Unvested, Ending balance | ||
Weighted Average Exercise Price, Unvested, Ending balance | ||
Minimum [Member] | ||
Exercise Price Range Per Share, Number, Beginning balance | 0.03 | 0.03 |
Exercise Price Range Per Share, Granted | 0.04 | |
Exercise Price Range Per Share, Cancelled | 0.04 | 0.14 |
Exercise Price Range Per Share, Expired | 0.11 | 0.11 |
Exercise Price Range Per Share, Number, Ending balance | 0.03 | 0.03 |
Exercise Price Range Per Share, Vested and exercisable, Ending balance | 0.03 | |
Maximum [Member] | ||
Exercise Price Range Per Share, Number, Beginning balance | 2 | 2 |
Exercise Price Range Per Share, Granted | 0.09 | |
Exercise Price Range Per Share, Cancelled | 0.40 | 0.30 |
Exercise Price Range Per Share, Expired | 2 | 0.25 |
Exercise Price Range Per Share, Number, Ending balance | 0.26 | $ 2 |
Exercise Price Range Per Share, Vested and exercisable, Ending balance | $ 0.26 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS BY EXERCISE PRICE RANGE (Details) - $ / shares | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of Options, Outstanding, Number | 5,277,738 | 14,127,738 | 15,237,738 |
Number of Options, Outstanding, Weighted Average Exercise Price | $ 0.15 | $ 0.23 | $ 0.28 |
Exercise Price Range One [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Range of Exercise Prices, Lower Limit | 0.03 | ||
Range of Exercise Prices, Upper Limit | $ 0.26 | ||
Number of Options, Outstanding, Number | 5,277,738 | ||
Number of Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 6 months 29 days | ||
Number of Options, Outstanding, Weighted Average Exercise Price | $ 0.15 | ||
Number of Options, Exercisable, Number | |||
Number of Options, Exercisable, Weighted Average Remaining Contractual Term | |||
Number of Options, Exercisable, Weighted Average Exercise Price | |||
Exercise Price Range Two [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Range of Exercise Prices, Lower Limit | 0.03 | ||
Range of Exercise Prices, Upper Limit | $ 0.26 | ||
Number of Options, Outstanding, Number | 5,277,738 | ||
Number of Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 6 months 29 days | ||
Number of Options, Outstanding, Weighted Average Exercise Price | $ 0.15 | ||
Number of Options, Exercisable, Number | |||
Number of Options, Exercisable, Weighted Average Remaining Contractual Term | |||
Number of Options, Exercisable, Weighted Average Exercise Price |
SCHEDULE OF ASSUMPTIONS USED FO
SCHEDULE OF ASSUMPTIONS USED FOR OPTIONS GRANTED (Details) | 12 Months Ended |
Sep. 30, 2020$ / shares | |
Expected dividends | |
Expected volatility | 183.00% |
Risk free interest rate | 0.34% |
Expected life of options | 2 years 6 months |
Minimum [Member] | |
Exercise price | $ 0.04 |
Expected volatility | 157.60% |
Risk free interest rate | 0.17% |
Maximum [Member] | |
Exercise price | $ 0.09 |
Expected volatility | 197.00% |
Risk free interest rate | 1.60% |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrant Shares Outstanding, Number, Beginning balance | 67,634,049 | 66,484,049 |
Weighted Average Exercise Price, Number, Beginning balance | $ 0.16 | $ 0.17 |
Number of Warrant Shares Outstanding, Granted | 1,150,000 | |
Weighted Average Exercise Price, Number, Granted | $ 0.07 | |
Number of Warrant Shares Outstanding, Cancelled | 16,093,018 | |
Weighted Average Exercise Price, Cancelled | $ 0.15 | |
Number of Warrant Shares Outstanding, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrant Shares Outstanding, Expired | (19,508,956) | |
Weighted Average Exercise Price, Expired | $ 0.18 | |
Number of Warrant Shares Outstanding, Cancelled | (16,093,018) | |
Number of Warrant Shares Outstanding, Number, Ending Balance | 32,032,075 | 67,634,049 |
Weighted Average Exercise Price, Number, Ending balance | $ 0.16 | $ 0.16 |
Number of Warrant Shares Outstanding, Vested and exercisable, Ending Balance | 32,032,075 | |
Weighted Average Exercise Price, Vested and exercisable, Ending balance | $ 0.16 | |
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Weighted Average Exercise Price, Number, Beginning balance | 0.07 | 0.12 |
Weighted Average Exercise Price, Cancelled | 0.12 | |
Weighted Average Exercise Price, Expired | 0.15 | |
Weighted Average Exercise Price, Number, Ending balance | 0.07 | 0.07 |
Weighted Average Exercise Price, Vested and exercisable, Ending balance | 0.07 | |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Weighted Average Exercise Price, Number, Beginning balance | 0.40 | 0.40 |
Weighted Average Exercise Price, Cancelled | 0.18 | |
Weighted Average Exercise Price, Expired | 0.25 | |
Weighted Average Exercise Price, Number, Ending balance | 0.40 | $ 0.40 |
Weighted Average Exercise Price, Vested and exercisable, Ending balance | $ 0.40 |
SCHEDULE OF OUTSTANDING AND E_2
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS BY EXERCISE PRICE RANGE (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Range of Exercise Prices, Lower Limit | $ 0.12 | ||
Range of Exercise Prices, Upper Limit | $ 0.40 | ||
Number of Warrants, Outstanding, Number | 32,032,075 | 67,634,049 | 66,484,049 |
Number of Warrants, Outstanding, Weighted Average Remaining Contractual Term | 1 year 9 months 3 days | ||
Number of Warrants, Outstanding, Weighted Average Exercise Price | $ 0.16 | ||
Number of Warrants, Exercisable, Number | 32,032,075 | ||
Number of Warrants, Exercisable, Weighted Average Remaining Contractual Term | 1 year 9 months 3 days | ||
Number of Warrants, Exercisable, Weighted Average Exercise Price | $ 0.16 | ||
Exercise Price Range One [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Range of Exercise Prices, Lower Limit | 0.12 | ||
Range of Exercise Prices, Upper Limit | $ 0.20 | ||
Number of Warrants, Outstanding, Number | 31,082,075 | ||
Number of Warrants, Outstanding, Weighted Average Remaining Contractual Term | 1 year 9 months 3 days | ||
Number of Warrants, Outstanding, Weighted Average Exercise Price | $ 0.16 | ||
Number of Warrants, Exercisable, Number | 31,082,075 | ||
Number of Warrants, Exercisable, Weighted Average Remaining Contractual Term | 1 year 9 months 3 days | ||
Number of Warrants, Exercisable, Weighted Average Exercise Price | $ 0.16 | ||
Exercise Price Range Two [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Range of Exercise Prices, Lower Limit | 0.21 | ||
Range of Exercise Prices, Upper Limit | $ 0.40 | ||
Number of Warrants, Outstanding, Number | 950,000 | ||
Number of Warrants, Outstanding, Weighted Average Remaining Contractual Term | 1 year 8 months 1 day | ||
Number of Warrants, Outstanding, Weighted Average Exercise Price | $ 0.33 | ||
Number of Warrants, Exercisable, Number | 950,000 | ||
Number of Warrants, Exercisable, Weighted Average Remaining Contractual Term | 1 year 8 months 1 day | ||
Number of Warrants, Exercisable, Weighted Average Exercise Price | $ 0.33 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jan. 02, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 28, 2020 | Sep. 30, 2019 | Sep. 03, 2019 | Sep. 02, 2019 | Jan. 02, 2018 | Dec. 22, 2010 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||
Common stock, shares issued | 123,877,077 | 118,252,077 | |||||||||
Common stock, shares outstanding | 123,877,077 | 118,252,077 | |||||||||
Number of stock issued for service, amount | $ 170,750 | $ 296,850 | |||||||||
Number of vested shares | 625,000 | ||||||||||
Unvested compensation | $ 0 | ||||||||||
Number of cancellation of stock options to purchase | 7,262,500 | 4,910,000 | |||||||||
Number of stock options grants | 5,000,000 | ||||||||||
Exercise price | $ 0.05 | ||||||||||
Closing stock price | $ 0.03 | ||||||||||
Volatility rate | 183.00% | ||||||||||
Risk-free interest rate | 0.34% | ||||||||||
Incremental fair value of option from modification | $ 22,680 | ||||||||||
Stock options remaining available shares | 5,277,738 | 14,127,738 | 15,237,738 | ||||||||
Aggregate intrinsic value for warrant | $ 325,000 | $ 308,250 | |||||||||
Conversion of Loan Payable [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of warrants issued to purchase common shares | 1,150,000 | ||||||||||
Warrant exercise price | $ 0.07 | ||||||||||
Fair value of warrants | $ 43,815 | ||||||||||
Warrant term | 5 years | ||||||||||
Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock options exercise price | $ 0.30 | ||||||||||
Volatility rate | 197.00% | ||||||||||
Risk-free interest rate | 1.60% | ||||||||||
Minimum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock options exercise price | $ 0.14 | ||||||||||
Volatility rate | 157.60% | ||||||||||
Risk-free interest rate | 0.17% | ||||||||||
2010 Non-Qualified Stock Option Plan [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 7,500,000 | 7,500,000 | |||||||||
2010 Non-Qualified Stock Option Plan [Member] | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 30,000,000 | ||||||||||
Restricted Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of vested shares | 4,650,000 | 2,775,000 | |||||||||
Stock based compensation | $ 170,750 | $ 296,850 | |||||||||
Unvested compensation | 325,000 | ||||||||||
Equity Option [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock based compensation | 21,764 | $ 263,414 | |||||||||
Aggregate intrinsic value | $ 625 | ||||||||||
Equity Option [Member] | 2010 Plan [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock options remaining available shares | 24,722,262 | ||||||||||
Vest Monthly from April 2020 Through March 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of vested shares | 1,800,000 | ||||||||||
Vest Monthly from April 2020 Through March 2023 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of vested shares | 11,250,000 | ||||||||||
Vest Over Time [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of vested shares | 13,050,000 | ||||||||||
Vest in April 2020 Through March 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of cancellation of stock options to purchase | 1,550,000 | ||||||||||
Vested exercise price | $ 0.14 | ||||||||||
Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of stock issued for service | 5,275,000 | 9,895,000 | |||||||||
Number of stock issued for service, amount | $ 5,275 | $ 9,895 | |||||||||
Warrant [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 16,093,018 | ||||||||||
Aggregate intrinsic value for warrant | $ 0 | ||||||||||
Board of Director [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 200,000,000 | 185,000,000 | |||||||||
PSI Consultants [Member] | Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of stock issued for service | 285,000 | ||||||||||
Number of stock issued for service, amount | $ 22,800 | ||||||||||
Board of Directors [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Restricted stock, shares | 3,750,000 | 20,170,000 | |||||||||
Number of vested shares | 7,120,000 | ||||||||||
Number of cancellation of stock options to purchase | 6,050,000 | 3,360,000 | |||||||||
Number of stock options grants | 6,050,000 | ||||||||||
Board of Directors [Member] | Stock Warrants [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock warrants extension, description | the Company’s Board of Directors approved the extension of the Company’s unexpired stock warrants as of December 31, 2019, by an additional one-year period. This change affected approximately 66,000,000 warrant shares including approximately 20,000,000 warrant shares that were set to expire by the year ending September 30, 2020. The 66,000,000 warrant shares had exercise prices ranging from $0.12 per share to $0.40 per share. | ||||||||||
Number of stock warrants approved for extension | 66,000,000 | ||||||||||
Board of Directors [Member] | Stock Warrants [Member] | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrant exercise price | $ 0.40 | ||||||||||
Board of Directors [Member] | Stock Warrants [Member] | Minimum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrant exercise price | $ 0.12 | ||||||||||
Board of Directors [Member] | Stock Warrants Two [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Fair value of warrants | $ 507,265 | ||||||||||
Officers and Directors [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Restricted stock, shares | 41,353,731 | ||||||||||
CEO [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of vested shares | 1,125,000 | ||||||||||
Vested exercise price | $ 0.04 | ||||||||||
Number of stock options grants | 4,250,000 | ||||||||||
Exercise price | $ 0.14 | $ 0.04 | |||||||||
Fair value of stock options | $ 127,500 | ||||||||||
Stock option repricing, description | Repricing of stock options to purchase 1,200,000 shares with an exercise price of $0.14 per share to $0.04 per share that had vested as of March 31, 2020 | ||||||||||
Number of options re-priced during the period | 1,200,000 | ||||||||||
Options exercisable term | 5 years | ||||||||||
CEO [Member] | Vest Monthly from April 2020 Through March 2021 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Vested exercise price | $ 0.04 | ||||||||||
Exercise price | $ 0.14 | ||||||||||
Stock option repricing, description | Repricing of stock options to purchase 600,000 shares with an exercise price of $0.14 per share to $0.04 per share that were set to vest monthly from April 2020 through March 2021 | ||||||||||
Number of options re-priced during the period | 600,000 | ||||||||||
CEO [Member] | Vest Monthly from October 2020 Through March 2023 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of vested shares | 3,125,000 | ||||||||||
Several Employee [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of stock options grants | 750,000 | ||||||||||
Options exercisable term | 5 years | ||||||||||
Fair value of stock options | $ 59,376 | ||||||||||
Several Employee [Member] | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock option exercise price per share | $ 0.09 | ||||||||||
Several Employee [Member] | Minimum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock option exercise price per share | $ 0.04 |
SCHEDULE OF ASSETS OF REPORTABL
SCHEDULE OF ASSETS OF REPORTABLE SEGMENTS (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Segment Reporting Information [Line Items] | ||
Cash | $ 32,079 | $ 51,320 |
Inventories | 50,000 | 94,560 |
Total current assets | 82,079 | 146,380 |
TOTAL ASSETS | 82,079 | $ 153,341 |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Cash | 12,887 | |
Inventories | ||
Total current assets | 12,887 | |
TOTAL ASSETS | 12,887 | |
Medical Devices [Member] | ||
Segment Reporting Information [Line Items] | ||
Cash | 15,594 | |
Inventories | 50,000 | |
Total current assets | 65,594 | |
TOTAL ASSETS | 65,594 | |
Authentication and Encryption [Member] | ||
Segment Reporting Information [Line Items] | ||
Cash | 3,598 | |
Inventories | ||
Total current assets | 3,598 | |
TOTAL ASSETS | $ 3,598 |
SCHEDULE OF OPERATIONS OF REPOR
SCHEDULE OF OPERATIONS OF REPORTABLE SEGMENTS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||
Total Sales | $ 239,962 | $ 5,000 |
Cost of goods sold | 228,580 | |
Gross profit | 11,382 | 5,000 |
Operating expenses | 1,239,238 | 1,926,594 |
Loss from operations | (1,227,856) | (1,921,594) |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Sales | ||
Cost of goods sold | ||
Gross profit | ||
Operating expenses | 211,641 | 1,004,477 |
Loss from operations | (211,641) | (1,004,477) |
Medical Devices [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Sales | 239,962 | |
Cost of goods sold | 228,580 | |
Gross profit | 11,382 | |
Operating expenses | 1,009,598 | 852,542 |
Loss from operations | (998,216) | (852,542) |
Authentication and Encryption [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Sales | 5,000 | |
Cost of goods sold | ||
Gross profit | 5,000 | |
Operating expenses | 17,999 | 69,575 |
Loss from operations | $ (17,999) | $ (64,575) |
LEGAL MATTERS (Details Narrativ
LEGAL MATTERS (Details Narrative) - USD ($) | Oct. 06, 2022 | Feb. 10, 2022 | Feb. 10, 2022 | Jan. 20, 2022 | Oct. 06, 2021 | Jan. 08, 2021 | Jun. 29, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Payments for Rent | $ 13,389 | $ 21,600 | |||||||
Secure payments payable | $ 41,914 | ||||||||
Prior To April One Two Thousand And Twenty Two [Member] | |||||||||
Settlement amount paid | 37,000 | ||||||||
Before July One Two Thousand And Twenty Two [Member] | |||||||||
Settlement amount paid | 39,000 | ||||||||
Hanover Hoffman Estates LLC [Member] | |||||||||
Payments for Rent | $ 672,888 | 672,878 | |||||||
Hanover Hoffman Estates LLC [Member] | Subsequent Event [Member] | |||||||||
Loss contingency value | $ 725,795 | ||||||||
Loss Contingency, Damages Paid, Value | $ 125,000 | ||||||||
Settlement amount paid | $ 725,795 | ||||||||
Secure payments payable | $ 350,000 | $ 125,000 | |||||||
Periklis Papadopoulus HHE Litigation [Member] | |||||||||
Settlement interest payable | 41,914 | ||||||||
Litigation settlement payable | 15,000 | ||||||||
Term payments | $ 1,791 | ||||||||
Former CEO [Member] | |||||||||
Unpaid wages | 158,715 | ||||||||
Unpaid vacation | 20,833 | ||||||||
Loss contingency value | $ 179,548 | ||||||||
Ex - Employee [Member] | |||||||||
Wages rate | 200.00% |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILLIATION (Details) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | (21.00%) | (21.00%) |
State income tax benefit, net of federal benefit | (4.00%) | (4.00%) |
Change in valuation allowance | 25.00% | 25.00% |
Income taxes at effective income tax rate |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 5,367,250 | $ 5,117,750 |
Less: Valuation allowance | (5,367,250) | (5,117,750) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforwards for federal income tax | $ 21,000,000 |
Operating loss carryforwards expiration year | future taxable income through 2041 |
Net loss carryforwards valuation allowance | $ 5,300,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 06, 2022 | Feb. 10, 2022 | Jan. 08, 2021 | Oct. 06, 2021 | Oct. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsequent Event [Line Items] | |||||||
Payment for legal settlement | $ 41,914 | ||||||
Settlement Liabilities, Current | $ 672,878 | $ 672,878 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Borrowings from related party | $ 326,000 | ||||||
Subsequent Event [Member] | Hanover Hoffman Estates LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payment for legal settlement | $ 350,000 | $ 125,000 | |||||
Subsequent Event [Member] | Hanover Hoffman Estates LLC [Member] | January One Two Thousand And Twenty Two [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Settlement Liabilities, Current | $ 125,000 |