Cover
Cover | 6 Months Ended |
Mar. 31, 2022shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2022 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2022 |
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 |
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 Common Stock, Shares Outstanding | 126,377,077 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Current Assets | ||
Cash | $ 64,478 | $ 32,079 |
Accounts receivable | 956 | |
Inventories, net | 27,157 | 50,000 |
Total Current Assets | 92,591 | 82,079 |
TOTAL ASSETS | 92,591 | 82,079 |
Current Liabilities | ||
Accounts payable and accrued expenses | 662,395 | 624,337 |
Payroll taxes payable, past due | 66,834 | 75,834 |
Lease abandonment liability | 547,878 | 672,878 |
Loans payable from officers and shareholders, including $1,816,250 past due at March 31, 2022 - net of debt discount of $7,072 and $15,822, respectively | 2,230,128 | 2,055,378 |
Total Current Liabilities | 3,507,235 | 3,428,427 |
U.S. SBA loan payable | 304,600 | |
Total Liabilities | 3,811,835 | 3,428,427 |
Shareholders’ Deficit | ||
Common stock, par value $0.001, 200,000,000 shares authorized; 126,377,077 and 123,877,077 shares issued and outstanding, respectively | 126,377 | 123,877 |
Additional paid-in capital | 25,343,005 | 25,258,005 |
Accumulated deficit | (28,699,761) | (28,389,628) |
Total Wellness Center USA shareholders’ deficit | (3,230,379) | (3,007,746) |
Non-controlling interest | (488,865) | (338,602) |
Total Shareholder’s deficit | (3,719,244) | (3,346,348) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 92,591 | $ 82,079 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Loans payable from officers and shareholders, past due amount | $ 1,816,250 | |
Loan payable debt discount | $ 7,072 | $ 15,822 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares, issued | 126,377,077 | 123,877,077 |
Common stock, shares, outstanding | 126,377,077 | 123,877,077 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||
Trade sales | $ 99,990 | $ 51,650 | $ 264,542 | $ 142,149 |
Cost of goods sold | 10,400 | 58,950 | 36,400 | 139,050 |
Gross profit (loss) | 89,590 | (7,300) | 228,142 | 3,099 |
Operating expenses | 310,702 | 362,218 | 598,451 | 670,759 |
Loss from operations | (221,112) | (369,518) | (370,309) | (667,660) |
Other income (expenses): | ||||
Interest expense | (44,664) | (31,993) | (86,251) | (58,151) |
Amortization of debt discount | (4,375) | (8,750) | ||
Gain on settlement of debt | 4,914 | 4,914 | ||
Total other expenses, net | (44,125) | (31,993) | (90,087) | (58,151) |
NET LOSS | (265,237) | (401,511) | (460,396) | (725,811) |
Net loss attributable to non-controlling interest | 87,317 | 188,334 | 150,263 | 331,936 |
NET LOSS ATTRIBUTABLE TO WELLNESS CENTER USA, INC. | $ (177,920) | $ (213,177) | $ (310,133) | $ (393,875) |
BASIC AND DILUTED LOSS PER SHARE | $ 0 | $ 0 | $ 0 | $ (0.01) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
BASIC AND DILUTED | 125,752,077 | 120,333,327 | 125,127,077 | 119,639,577 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - 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, 2020 | $ 118,252 | $ 25,053,616 | $ (27,583,363) | $ (2,411,495) | $ 181,950 | $ (2,229,545) |
Balance, shares at Sep. 30, 2020 | 118,252,077 | |||||
Fair value of common stock issued for services to officers and directors | $ 2,775 | 80,475 | 83,250 | 83,250 | ||
Fair value of common stock issued for services to officers and directors, shares | 2,775,000 | |||||
Net loss | (393,875) | (393,875) | (331,936) | (725,811) | ||
Fair value of vested stock options | 21,764 | 21,764 | 21,764 | |||
Ending balance, value at Mar. 31, 2021 | $ 121,027 | 25,155,855 | (27,977,238) | (2,700,356) | (149,986) | (2,850,342) |
Ending Balance, shares at Mar. 31, 2021 | 121,027,077 | |||||
Beginning balance, value at Sep. 30, 2020 | $ 118,252 | 25,053,616 | (27,583,363) | (2,411,495) | 181,950 | (2,229,545) |
Balance, shares at Sep. 30, 2020 | 118,252,077 | |||||
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 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 119,639 | 25,104,736 | (27,764,061) | (2,539,686) | 38,348 | (2,501,338) |
Balance, shares at Dec. 31, 2020 | 119,639,577 | |||||
Fair value of common stock issued for services to officers and directors | $ 1,388 | 40,237 | 41,625 | 41,625 | ||
Fair value of common stock issued for services to officers and directors, shares | 1,387,500 | |||||
Net loss | (213,177) | (213,177) | (188,334) | (401,511) | ||
Fair value of vested stock options | 10,882 | 10,882 | 10,882 | |||
Ending balance, value at Mar. 31, 2021 | $ 121,027 | 25,155,855 | (27,977,238) | (2,700,356) | (149,986) | (2,850,342) |
Ending Balance, shares at Mar. 31, 2021 | 121,027,077 | |||||
Beginning balance, value at Sep. 30, 2021 | $ 123,877 | 25,258,005 | (28,389,628) | (3,007,746) | (338,602) | (3,346,348) |
Balance, shares at Sep. 30, 2021 | 123,877,077 | |||||
Fair value of common stock issued for services to officers and directors | $ 2,500 | 85,000 | 87,500 | 87,500 | ||
Fair value of common stock issued for services to officers and directors, shares | 2,500,000 | |||||
Net loss | (310,133) | (310,133) | (150,263) | (460,396) | ||
Ending balance, value at Mar. 31, 2022 | $ 126,377 | 25,343,005 | (28,699,761) | (3,230,379) | (488,865) | (3,719,244) |
Ending Balance, shares at Mar. 31, 2022 | 126,377,077 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 125,127 | 25,300,505 | (28,521,841) | (3,096,209) | (401,548) | (3,497,757) |
Balance, shares at Dec. 31, 2021 | 125,127,077 | |||||
Fair value of common stock issued for services to officers and directors | $ 1,250 | 42,500 | 43,750 | 43,750 | ||
Fair value of common stock issued for services to officers and directors, shares | 1,250,000 | |||||
Net loss | (177,920) | (177,920) | (87,317) | (265,237) | ||
Ending balance, value at Mar. 31, 2022 | $ 126,377 | $ 25,343,005 | $ (28,699,761) | $ (3,230,379) | $ (488,865) | $ (3,719,244) |
Ending Balance, shares at Mar. 31, 2022 | 126,377,077 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Cash Flows from Operating Activities | |||||
Net loss | $ (265,237) | $ (401,511) | $ (460,396) | $ (725,811) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization of right-of-use asset | 6,961 | ||||
Amortization of debt discount | 4,375 | 8,750 | $ 1,678 | ||
Provision for excess and slow moving inventories | 100,000 | ||||
Fair value of common shares issued for services | 87,500 | 83,250 | |||
Fair value of stock options issued for services | 21,764 | ||||
Gain on settlement of debt | (4,914) | (4,914) | |||
(Increase) Decrease in: | |||||
Accounts receivable | (956) | (9,018) | |||
Inventories | 22,843 | (137,933) | |||
Prepaid expenses and other assets | 500 | ||||
(Decrease) Increase in: | |||||
Accounts payable and accrued expenses | 42,972 | 109,567 | |||
Payroll taxes payable | (9,000) | (7,500) | |||
Lease abandonment liability | (125,000) | ||||
Lease liability | (6,961) | ||||
Net cash used in operating activities | (438,201) | (565,181) | |||
Cash Flows from Financing Activities | |||||
Proceeds from loans payable from officers and shareholders | 326,000 | 660,000 | |||
Repayments of loans payable from officers and shareholders | (160,000) | ||||
Proceeds from SBA loan payable | 304,600 | ||||
Net cash provided by financing activities | 470,600 | 660,000 | |||
Net increase in cash | 32,399 | 94,819 | |||
Cash beginning of period | 32,079 | 51,320 | 51,320 | ||
Cash end of period | $ 64,478 | $ 146,139 | 64,478 | 146,139 | $ 32,079 |
Supplemental cash flows disclosures: | |||||
Interest paid | |||||
Taxes paid |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Mar. 31, 2022 | |
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. Basis of Presentation of Unaudited Financial Information The accompanying unaudited condensed consolidated financial statements of Wellness Center USA, Inc. and Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending September 30, 2022. COVID-19 Considerations During the six months ended March 31, 2022, 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 March 31, 2022, the COVID-19 pandemic has not negatively impacted the Company’s liquidity position as of such date. Through March 31, 2022, 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 six months ended March 31, 2022, the Company incurred a net loss of $ 460,396 438,201 3,719,244 1,816,250 66,834 At March 31, 2022, the Company had cash on hand in the amount of $ 64,478 326,000 304,600 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 | 6 Months Ended |
Mar. 31, 2022 | |
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 State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of Attributable interest at Psoria-Shield Inc. (“PSI”) The State of Florida June 2009 51 % StealthCo, Inc. (“StealthCo”) The State of Illinois March 2014 100 % Protec Scientific, Inc (“Protec”) The State of New York April 2020 32 % 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 six months ended March 31, 2022 and 2021, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At March 31, 2022 and 2021, the dilutive impact of outstanding stock options of 4,427,738 12,602,738 28,256,797 54,379,758 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 six months ended March 31, 2022 and 2021, 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 we have significant performance obligations for services still to be completed. We recognize 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 March 31, 2022, 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 March 31, 2022 and September 30, 2021, the Company recorded a reserve of $ 173,930 for excess and slow moving inventories. 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 October 1, 2023. 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 | 6 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE FROM OFFICERS AND SHAREHOLDERS | NOTE 3 – LOANS PAYABLE FROM OFFICERS AND SHAREHOLDERS As of September 30, 2021, loans payable to officers and shareholders of $ 2,071,200 1,165,250 326,000 160,000 As of March 31, 2022, loans payable to officers and shareholders of $ 2,237,200 1,816,250 During the year ended September 30, 2021, in connection with a loan in the amount of $ 25,000 350,000 17,500 1,678 15,822 4,375 8,750 7,072 |
U.S. SMALL BUSINESS ADMINISTRAT
U.S. SMALL BUSINESS ADMINISTRATION LOAN PAYABLE | 6 Months Ended |
Mar. 31, 2022 | |
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 six months ended March 31, 2022, the Company entered into a loan agreement with the U.S. Small Business Administration (SBA) under which the Company borrowed $ 304,600 3.75 1,569 304,600 |
LEASE LIABILITIES
LEASE LIABILITIES | 6 Months Ended |
Mar. 31, 2022 | |
Lease Liabilities | |
LEASE LIABILITIES | NOTE 5 – LEASE LIABILITIES 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 $ 725,795 657,194 350,000 5 An initial payment of $ 125,000 725,795 125,000 225,000 15,000 15,000 45,000 75,000 75,000 As of September 30, 2021, the Company had recorded a lease settlement liability of $ 672,878 125,000 547,878 225,000 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 6 – SHAREHOLDERS’ EQUITY Restricted Stock Grants The following table summarizes restricted common stock activity: SUMMARY OF RESTRICTED COMMON STOCK Number of Fair Value Weighted Non-vested, September 30, 2021 8,750,000 $ 325,000 $ 0.03 Granted - - - Vested (2,500,000 ) (87,500 ) 0.04 Forfeited - - - Non-vested, March 31, 2022 6,250,000 $ 237,500 $ 0.04 During the three and six months ended March 31, 2022, the Company recorded $ 43,750 87,500 237,500 In addition to the above grants, during the year ended September 30, 2021, the Company’s Board of Directors approved the issuance of a combined total of 41,353,731 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 six months ended March 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Option Shares Exercise Price Range Per Share Weighted Average Balance, September 30, 2021 5,277,738 $ 0.03 0.26 $ 0.15 Granted - - - Cancelled - - - Exercised - - - Expired (850,000 ) 0.12 0.26 0.17 Balance, March 31, 2022 4,427,738 $ 0.03 0.26 $ 0.14 Vested and exercisable, March 31, 2022 4,427,738 $ 0.03 0.26 $ 0.14 Unvested, March 31, 2022 - $ - $ - The following table summarizes information concerning outstanding and exercisable options as of March 31, 2022: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS BY EXERCISE PRICE RANGE Options Outstanding Options Exercisable Range of Exercise Prices Number Average Weighted Number Average Weighted $ 0.03 0.26 4,427,738 1.33 $ 0.14 4,427,738 1.33 $ 0.14 $ 0.03 0.26 4,427,738 1.33 $ 0.14 4,427,738 1.33 $ 0.14 During the six months ended March 31, 2022, no no As of March 31, 2022, there were 25,572,262 3,125 Stock Warrants The table below summarizes the Company’s warrants activities for the six months ended March 31, 2022: SCHEDULE OF WARRANT ACTIVITY Number of Exercise Weighted Average Balance, September 30, 2021 32,032,075 $ 0.07 0.40 $ 0.16 Granted - - - Cancelled - - - Exercised - - - Expired (3,775,278 ) 0.15 0.15 Balance, March 31, 2022 28,256,797 $ 0.07 0.40 $ 0.16 Vested and exercisable, March 31, 2022 28,256,797 $ 0.07 0.40 $ 0.16 The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2022: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS BY EXERCISE PRICE RANGE Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Average Weighted Number Average Weighted $ 0.07 0.20 27,306,797 1.47 $ 0.16 27,306,797 1.47 $ 0.16 0.21 0.40 950,000 0.96 0.33 950,000 0.96 0.33 $ 0.07 0.40 28,256,797 1.45 $ 0.16 28,256,797 1.45 $ 0.16 There was no |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Corporate Medical Authentication Total ASSETS Current Assets Cash $ 4,703 $ 55,662 $ 4,113 $ 64,478 Accounts receivable - 956 - 956 Inventories - 27,157 - 27,157 Total current assets 4,703 83,775 4,113 92,591 TOTAL ASSETS $ 4,703 $ 83,775 $ 4,113 $ 92,591 Operations by Segment for the Three Months Ended March 31, 2022 and 2021 SCHEDULE OF OPERATIONS OF REPORTABLE SEGMENTS For the Three Months Ended March 31, 2022 Corporate Medical Authentication Total Trade Sales $ - $ 99,990 $ - $ 99,990 Cost of goods sold - 10,400 - 10,400 Gross profit - 89,590 - 89,590 Operating expenses 63,132 244,380 3,190 310,702 Loss from operations $ (63,132 ) $ (154,790 ) $ (3,190 ) $ (221,112 ) For the Three Months Ended March 31, 2021 WCUI PSI Stealthco Corporate Medical Authentication Total Trade Sales $ - $ 51,650 $ - $ 51,650 Cost of goods sold - 58,950 - 58,950 Gross profit - (7,300 ) - (7,300 ) Operating expenses 46,661 308,543 7,014 362,218 Loss from operations $ (46,661 ) $ (315,843 ) $ (7,014 ) $ (369,518 ) Operations by Segment for the Six Months Ended March 31, 2022 and 2021 For the Six Months Ended March 31, 2022 Corporate Medical Authentication Total Trade Sales $ - $ 264,542 $ - $ 264,542 Cost of goods sold - 36,400 - 36,400 Gross profit - 228,142 - 228,142 Operating expenses 103,122 489,344 5,985 598,451 Loss from operations $ (103,122 ) $ (261,202 ) $ (5,985 ) $ (370,309 ) For the Six Months Ended March 31, 2021 WCUI PSI Stealthco Corporate Medical Authentication Total Trade Sales $ - $ 142,149 $ - $ 142,149 Cost of goods sold - 139,050 - 139,050 Gross profit - 3,099 - 3,099 Operating expenses 95,770 565,014 9,975 670,759 Loss from operations $ (95,770 ) $ (561,915 ) $ (9,975 ) $ (667,660 ) |
LEGAL MATTERS
LEGAL MATTERS | 6 Months Ended |
Mar. 31, 2022 | |
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 $ 672,888 125,000 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 37,000 4,914 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Subsequent to March 31, 2022, the Company borrowed $ 150,000 from its officers and shareholders. All of the loans are unsecured, have an interest rate of eight percent and are due one year from the date of issuance. On April 1, 2022, the Company’s Board of Directors approved the issuance of a combined total of 3,750,000 187,500 The Board also approved the issuance of a combined total of 7,060,000 353,000 41,353,731 During the year ended September 30, 2021, the Company entered into an agreement with a consulting firm under which the firm would provide certain services for the Company. Under the agreement, the firm could earn 1.0 1.0 50,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2022 | |
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 State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of Attributable interest at Psoria-Shield Inc. (“PSI”) The State of Florida June 2009 51 % StealthCo, Inc. (“StealthCo”) The State of Illinois March 2014 100 % Protec Scientific, Inc (“Protec”) The State of New York April 2020 32 % |
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 six months ended March 31, 2022 and 2021, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. At March 31, 2022 and 2021, the dilutive impact of outstanding stock options of 4,427,738 12,602,738 28,256,797 54,379,758 |
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 six months ended March 31, 2022 and 2021, 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 we have significant performance obligations for services still to be completed. We recognize 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 March 31, 2022, 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 March 31, 2022 and September 30, 2021, the Company recorded a reserve of $ 173,930 for excess and slow moving inventories. |
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 October 1, 2023. 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) | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF COMPANY'S CONSOLIDATED SUBSIDIARIES | SCHEDULE OF COMPANY'S CONSOLIDATED SUBSIDIARIES Name of consolidated State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of Attributable interest at Psoria-Shield Inc. (“PSI”) The State of Florida June 2009 51 % StealthCo, Inc. (“StealthCo”) The State of Illinois March 2014 100 % Protec Scientific, Inc (“Protec”) The State of New York April 2020 32 % |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SUMMARY OF RESTRICTED COMMON STOCK | The following table summarizes restricted common stock activity: SUMMARY OF RESTRICTED COMMON STOCK Number of Fair Value Weighted Non-vested, September 30, 2021 8,750,000 $ 325,000 $ 0.03 Granted - - - Vested (2,500,000 ) (87,500 ) 0.04 Forfeited - - - Non-vested, March 31, 2022 6,250,000 $ 237,500 $ 0.04 |
SCHEDULE OF STOCK OPTION ACTIVITY | The table below summarizes the Company’s stock option activities for the six months ended March 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Option Shares Exercise Price Range Per Share Weighted Average Balance, September 30, 2021 5,277,738 $ 0.03 0.26 $ 0.15 Granted - - - Cancelled - - - Exercised - - - Expired (850,000 ) 0.12 0.26 0.17 Balance, March 31, 2022 4,427,738 $ 0.03 0.26 $ 0.14 Vested and exercisable, March 31, 2022 4,427,738 $ 0.03 0.26 $ 0.14 Unvested, March 31, 2022 - $ - $ - |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS BY EXERCISE PRICE RANGE | The following table summarizes information concerning outstanding and exercisable options as of March 31, 2022: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS BY EXERCISE PRICE RANGE Options Outstanding Options Exercisable Range of Exercise Prices Number Average Weighted Number Average Weighted $ 0.03 0.26 4,427,738 1.33 $ 0.14 4,427,738 1.33 $ 0.14 $ 0.03 0.26 4,427,738 1.33 $ 0.14 4,427,738 1.33 $ 0.14 |
SCHEDULE OF WARRANT ACTIVITY | The table below summarizes the Company’s warrants activities for the six months ended March 31, 2022: SCHEDULE OF WARRANT ACTIVITY Number of Exercise Weighted Average Balance, September 30, 2021 32,032,075 $ 0.07 0.40 $ 0.16 Granted - - - Cancelled - - - Exercised - - - Expired (3,775,278 ) 0.15 0.15 Balance, March 31, 2022 28,256,797 $ 0.07 0.40 $ 0.16 Vested and exercisable, March 31, 2022 28,256,797 $ 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 March 31, 2022: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS BY EXERCISE PRICE RANGE Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Average Weighted Number Average Weighted $ 0.07 0.20 27,306,797 1.47 $ 0.16 27,306,797 1.47 $ 0.16 0.21 0.40 950,000 0.96 0.33 950,000 0.96 0.33 $ 0.07 0.40 28,256,797 1.45 $ 0.16 28,256,797 1.45 $ 0.16 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Corporate Medical Authentication Total ASSETS Current Assets Cash $ 4,703 $ 55,662 $ 4,113 $ 64,478 Accounts receivable - 956 - 956 Inventories - 27,157 - 27,157 Total current assets 4,703 83,775 4,113 92,591 TOTAL ASSETS $ 4,703 $ 83,775 $ 4,113 $ 92,591 |
SCHEDULE OF OPERATIONS OF REPORTABLE SEGMENTS | SCHEDULE OF OPERATIONS OF REPORTABLE SEGMENTS For the Three Months Ended March 31, 2022 Corporate Medical Authentication Total Trade Sales $ - $ 99,990 $ - $ 99,990 Cost of goods sold - 10,400 - 10,400 Gross profit - 89,590 - 89,590 Operating expenses 63,132 244,380 3,190 310,702 Loss from operations $ (63,132 ) $ (154,790 ) $ (3,190 ) $ (221,112 ) For the Three Months Ended March 31, 2021 WCUI PSI Stealthco Corporate Medical Authentication Total Trade Sales $ - $ 51,650 $ - $ 51,650 Cost of goods sold - 58,950 - 58,950 Gross profit - (7,300 ) - (7,300 ) Operating expenses 46,661 308,543 7,014 362,218 Loss from operations $ (46,661 ) $ (315,843 ) $ (7,014 ) $ (369,518 ) Operations by Segment for the Six Months Ended March 31, 2022 and 2021 For the Six Months Ended March 31, 2022 Corporate Medical Authentication Total Trade Sales $ - $ 264,542 $ - $ 264,542 Cost of goods sold - 36,400 - 36,400 Gross profit - 228,142 - 228,142 Operating expenses 103,122 489,344 5,985 598,451 Loss from operations $ (103,122 ) $ (261,202 ) $ (5,985 ) $ (370,309 ) For the Six Months Ended March 31, 2021 WCUI PSI Stealthco Corporate Medical Authentication Total Trade Sales $ - $ 142,149 $ - $ 142,149 Cost of goods sold - 139,050 - 139,050 Gross profit - 3,099 - 3,099 Operating expenses 95,770 565,014 9,975 670,759 Loss from operations $ (95,770 ) $ (561,915 ) $ (9,975 ) $ (667,660 ) |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Net loss | $ 265,237 | $ 401,511 | $ 460,396 | $ 725,811 | ||||
Cash used in operations | 438,201 | 565,181 | ||||||
Shareholders' deficit | 3,719,244 | $ 2,850,342 | 3,719,244 | 2,850,342 | $ 3,497,757 | $ 3,346,348 | $ 2,501,338 | $ 2,229,545 |
Loans payable | 1,816,250 | 1,816,250 | ||||||
Payroll taxes due | 66,834 | 66,834 | 75,834 | |||||
Cash on hand | 64,478 | 64,478 | 32,079 | |||||
Short-term lonas from officers | 326,000 | $ 660,000 | ||||||
Loan payable | $ 304,600 | $ 304,600 |
SCHEDULE OF COMPANY'S CONSOLIDA
SCHEDULE OF COMPANY'S CONSOLIDATED SUBSIDIARIES (Details) | 6 Months Ended |
Mar. 31, 2022 | |
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 |
Attributable interest | 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% |
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% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Deferred revenue | $ 0 | $ 0 | |
Inventory reserves | $ 173,930 | $ 173,930 | |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 4,427,738 | 12,602,738 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 28,256,797 | 54,379,758 |
LOANS PAYABLE FROM OFFICERS A_2
LOANS PAYABLE FROM OFFICERS AND SHAREHOLDERS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Loans payable from officers and shareholders | $ 2,071,200 | ||||
Loans payable from officers and shareholders | $ 1,816,250 | $ 1,816,250 | |||
Repayment of related party debt | 160,000 | ||||
Loans payable to officers and shareholders | 2,237,200 | 2,237,200 | |||
Loans payable to officers and shareholders | 1,816,250 | 1,816,250 | |||
Debt instrument converted amount | $ 25,000 | ||||
Debt instrument converted shares | 350,000 | ||||
Fair value of options granted | $ 17,500 | ||||
Amortization of debt discount | 4,375 | 8,750 | 1,678 | ||
Loans payable debt discount | 7,072 | 7,072 | 15,822 | ||
Psoria-Shield Inc. [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Loans payable from officers and shareholders | $ 326,000 | $ 326,000 | |||
Officers And Shareholders [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Loans payable from officers and shareholders | $ 1,165,250 |
U.S. SMALL BUSINESS ADMINISTR_2
U.S. SMALL BUSINESS ADMINISTRATION LOAN PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
U.s. Small Business Administration Loan Payable | ||
Borrowings from related party | $ 304,600 | |
Debt instrument, interest rate, stated percentage | 3.75% | |
Debt instrument periodic payment | $ 1,569 | |
Long term loan | $ 304,600 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) - USD ($) | Feb. 10, 2022 | Jan. 20, 2022 | Oct. 06, 2021 | Jan. 08, 2021 | Jun. 29, 2020 | Mar. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2021 |
Monthly lease payment | $ 11,000 | |||||||
Lease obligation remaining | 631,587 | |||||||
Settlement Amount | $ 547,878 | 547,878 | $ 672,878 | |||||
Payments for legal settlements | $ 41,914 | |||||||
Lease cost | 125,000 | |||||||
Pending Litigation [Member] | ||||||||
Settlement Amount | $ 225,000 | 225,000 | ||||||
Hanover Hoffman Estates LLC [Member] | ||||||||
Base rent | $ 672,888 | $ 672,878 | ||||||
Loss contingency soight value | $ 725,795 | |||||||
Loss contingency, damages awarded, value | 657,194 | |||||||
Litigation reserve | $ 350,000 | |||||||
Litigation settlement interest rate | 5.00% | |||||||
Final judgement amount | $ 725,795 | |||||||
Payments for legal settlements | $ 125,000 | |||||||
Hanover Hoffman Estates LLC [Member] | January One Two Thousand And Twenty Three [Member] | ||||||||
Litigation reserve | $ 15,000 | |||||||
Hanover Hoffman Estates LLC [Member] | January One Two Thousand And Twenty Two [Member] | ||||||||
Settlement Amount | 125,000 | |||||||
Hanover Hoffman Estates LLC [Member] | Five Year Period [Member] | ||||||||
Litigation reserve | 225,000 | |||||||
Hanover Hoffman Estates LLC [Member] | January One Two Thousand And Twenty Four [Member] | ||||||||
Litigation reserve | 15,000 | |||||||
Hanover Hoffman Estates LLC [Member] | January One Two Thousand And Twenty Five [Member] | ||||||||
Litigation reserve | 45,000 | |||||||
Hanover Hoffman Estates LLC [Member] | January One Two Thousand And Twenty Six [Member] | ||||||||
Litigation reserve | 75,000 | |||||||
Hanover Hoffman Estates LLC [Member] | January One Two Thousand And Twenty Seven [Member] | ||||||||
Litigation reserve | $ 75,000 |
SUMMARY OF RESTRICTED COMMON ST
SUMMARY OF RESTRICTED COMMON STOCK (Details) | 6 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of restricted shares non-vested, Beginning balance | shares | 8,750,000 |
Fair value non-vested, Beginning balance | $ | $ 325,000 |
Weighted average grant date fair value non-vested, Beginning balance | $ / shares | $ 0.03 |
Number of restricted shares non-vested, Granted | shares | |
Fair value non-vested, Granted | $ | |
Weighted average grant date fair value non-vested, Granted | $ / shares | |
Number of restricted shares non-vested, Vested | shares | (2,500,000) |
Fair value non-vested, Vested | $ | $ (87,500) |
Weighted average grant date fair value non-vested, Vested | $ / shares | $ 0.04 |
Number of restricted shares non-vested, Forfeited | shares | |
Fair value non-vested, Forfeited | $ | |
Weighted average grant date fair value non-vested, Forfeited | $ / shares | |
Number of restricted shares non-vested, Ending balance | shares | 6,250,000 |
Fair value non-vested, Ending balance | $ | $ 237,500 |
Weighted average grant date fair value non-vested, Ending balance | $ / shares | $ 0.04 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 6 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number of option shares outstanding, number, Beginning balance | shares | 5,277,738 |
Weighted average exercise price, number Beginning balance | $ 0.15 |
Number of option shares outstanding, Granted | shares | |
Exercise price range per share, Granted | |
Weighted average exercise price, Granted | |
Number of option shares outstanding, Cancelled | shares | |
Exercise price range per share, Cancelled | |
Weighted average exercise price, Cancelled | |
Number of option shares outstanding, Exercised | shares | |
Exercise price range per share, Exercised | |
Weighted average exercise price, Exercised | |
Number of option shares outstanding, Expired | shares | (850,000) |
Weighted average exercise price, Expired | $ 0.17 |
Number of option shares outstanding, number, Ending balance | shares | 4,427,738 |
Weighted average exercise price, number Ending balance | $ 0.14 |
Number of Option shares outstanding, vested and exercisable, Ending balance | shares | 4,427,738 |
Weighted average exercise price, vested and exercisable, Ending balance | $ 0.14 |
Number of Option shares outstanding, vested and exercisable, Ending balance | shares | |
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 |
Exercise price range per share, Expired | 0.12 |
Exercise price range per share, number Ending balance | 0.03 |
Exercise price range per share, vested and exercisable, Ending balance | 0.03 |
Maximum [Member] | |
Exercise price range per share, number, Beginning balance | 0.26 |
Exercise price range per share, Expired | 0.26 |
Exercise price range per share, number Ending balance | 0.26 |
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 | 6 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options, Outstanding, Number | 4,427,738 | 5,277,738 |
Number of options, outstanding, Weighted Average Exercise Price | $ 0.14 | $ 0.15 |
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 | 4,427,738 | |
Number of options, outstanding, Weighted Average Remaining Contractual Term | 1 year 3 months 29 days | |
Number of options, outstanding, Weighted Average Exercise Price | $ 0.14 | |
Number of options, Exercisable, Number | 4,427,738 | |
Number of Options, exercisable, Weighted Average Remaining Contractual Term | 1 year 3 months 29 days | |
Number of options, exercisable, Weighted Average Exercise Price | $ 0.14 | |
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 | 4,427,738 | |
Number of options, outstanding, Weighted Average Remaining Contractual Term | 1 year 3 months 29 days | |
Number of options, outstanding, Weighted Average Exercise Price | $ 0.14 | |
Number of options, Exercisable, Number | 4,427,738 | |
Number of Options, exercisable, Weighted Average Remaining Contractual Term | 1 year 3 months 29 days | |
Number of options, exercisable, Weighted Average Exercise Price | $ 0.14 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] | 6 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrant shares outstanding, number, Beginning balance | shares | 32,032,075 |
Weighted average exercise price, Number, Beginning balance | $ 0.16 |
Number of Warrant Shares Outstanding,Granted | shares | |
Weighted average exercise pice, number, Granted | |
Weighted average exercise price, Granted | |
Number of Warrant Shares Outstanding, Cancelled | shares | |
Weighted average exercise pice, number, Cancelled | |
Weighted average exercise price, Cancelled | |
Number of warrant shares outstanding, Exercised | shares | |
Weighted average exercise pice, number,Exercised | |
Weighted average exercise price, Exercised | |
Number of warrant shares outstanding, Expired | shares | (3,775,278) |
Weighted average exercise pice, number, Expired | $ 0.15 |
Weighted average exercise price, Expired | $ 0.15 |
Number of option shares outstanding, number, Ending balance | shares | 28,256,797 |
Weighted average exercise price, Number, Ending balance | $ 0.16 |
Number of warrant shares outstanding, vested and exercisable, Ending Balance | shares | 28,256,797 |
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 |
Exercise price range per share, number, Beginning balance | 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 |
Exercise price range per share, number, Beginning balance | 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 | 6 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of Exercise Prices, Lower Limit | $ 0.07 | |
Range of Exercise Prices, Upper Limit | $ 0.40 | |
Number of warrants, Outstanding, Number | 28,256,797 | 32,032,075 |
Number of warrants, outstanding, Weighted Average Remaining Contractual Term | 1 year 5 months 12 days | |
Number of Warrants, Outstanding, Weighted Average Exercise Price | $ 0.16 | |
Number of warrants, Exercisable, Number | 28,256,797 | |
Number of warrants, exercisable, weighted Average Remaining Contractual Term | 1 year 5 months 12 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 | 0.07 | |
Range of Exercise Prices, Upper Limit | $ 0.20 | |
Number of warrants, Outstanding, Number | 27,306,797 | |
Number of warrants, outstanding, Weighted Average Remaining Contractual Term | 1 year 5 months 19 days | |
Number of Warrants, Outstanding, Weighted Average Exercise Price | $ 0.16 | |
Number of warrants, Exercisable, Number | 27,306,797 | |
Number of warrants, exercisable, weighted Average Remaining Contractual Term | 1 year 5 months 19 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 | 11 months 15 days | |
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 | 11 months 15 days | |
Number of warrants, exercisable, Weighted Average Exercise Price | $ 0.33 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 22, 2010 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Stock options remaining available shares | 4,427,738 | 4,427,738 | 5,277,738 | |||
Aggregate intrinsic value for warrant | $ 237,500 | $ 237,500 | $ 325,000 | |||
Warrant [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Aggregate intrinsic value for warrant | 0 | 0 | ||||
2010 Non-Qualified Stock Option Plan [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 30,000,000 | 7,500,000 | 7,500,000 | |||
Officers and Directors [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Restricted stock, shares | 41,353,731 | |||||
Restricted Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock based compensation | 43,750 | 87,500 | ||||
Unvested compensation | 237,500 | 237,500 | ||||
Equity Option [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock based compensation | 0 | |||||
Unvested compensation | $ 0 | $ 0 | ||||
Equity Option [Member] | Two Thousand Ten Plan [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock options remaining available shares | 25,572,262 | 25,572,262 | ||||
Intrinsic value for option shares outstanding | $ 3,125 | $ 3,125 |
SCHEDULE OF ASSETS OF REPORTABL
SCHEDULE OF ASSETS OF REPORTABLE SEGMENTS (Details) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Segment Reporting Information [Line Items] | ||
Cash | $ 64,478 | $ 32,079 |
Accounts receivable | 956 | |
Inventories | 27,157 | 50,000 |
Total current assets | 92,591 | 82,079 |
TOTAL ASSETS | 92,591 | $ 82,079 |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Cash | 4,703 | |
Accounts receivable | ||
Inventories | ||
Total current assets | 4,703 | |
TOTAL ASSETS | 4,703 | |
Medical Devices [Member] | ||
Segment Reporting Information [Line Items] | ||
Cash | 55,662 | |
Accounts receivable | 956 | |
Inventories | 27,157 | |
Total current assets | 83,775 | |
TOTAL ASSETS | 83,775 | |
Authentication and Encryption [Member] | ||
Segment Reporting Information [Line Items] | ||
Cash | 4,113 | |
Accounts receivable | ||
Inventories | ||
Total current assets | 4,113 | |
TOTAL ASSETS | $ 4,113 |
SCHEDULE OF OPERATIONS OF REPOR
SCHEDULE OF OPERATIONS OF REPORTABLE SEGMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Trade Sales | $ 99,990 | $ 51,650 | $ 264,542 | $ 142,149 |
Cost of goods sold | 10,400 | 58,950 | 36,400 | 139,050 |
Gross profit | 89,590 | (7,300) | 228,142 | 3,099 |
Operating expenses | 310,702 | 362,218 | 598,451 | 670,759 |
Loss from operations | (221,112) | (369,518) | (370,309) | (667,660) |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Trade Sales | ||||
Cost of goods sold | ||||
Gross profit | ||||
Operating expenses | 63,132 | 46,661 | 103,122 | 95,770 |
Loss from operations | (63,132) | (46,661) | (103,122) | (95,770) |
Medical Devices [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Trade Sales | 99,990 | 51,650 | 264,542 | 142,149 |
Cost of goods sold | 10,400 | 58,950 | 36,400 | 139,050 |
Gross profit | 89,590 | (7,300) | 228,142 | 3,099 |
Operating expenses | 244,380 | 308,543 | 489,344 | 565,014 |
Loss from operations | (154,790) | (315,843) | (261,202) | (561,915) |
Authentication and Encryption [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Trade Sales | ||||
Cost of goods sold | ||||
Gross profit | ||||
Operating expenses | 3,190 | 7,014 | 5,985 | 9,975 |
Loss from operations | $ (3,190) | $ (7,014) | $ (5,985) | $ (9,975) |
LEGAL MATTERS (Details Narrativ
LEGAL MATTERS (Details Narrative) - USD ($) | Feb. 10, 2022 | Feb. 10, 2022 | Jan. 20, 2022 | Oct. 06, 2021 | Jan. 08, 2021 | Jun. 29, 2020 | Mar. 31, 2022 |
Litigation settlement expense | $ 37,000 | ||||||
Term payments | 1,569 | ||||||
Secure payments payable | $ 41,914 | ||||||
Settlement amount paid | 4,914 | ||||||
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] | |||||||
Loss contingency value | $ 725,795 | ||||||
Base rent | $ 672,888 | 672,878 | |||||
Loss contingency damages paid value | $ 125,000 | ||||||
Settlement amount paid | $ 725,795 | ||||||
Secure payments payable | $ 125,000 | ||||||
Periklis Papadopoulus HHE Litigation [Member] | |||||||
Litigation settlement expense | 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 | 2.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 01, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | May 23, 2022 |
Subsequent Event [Line Items] | |||||
Due from Officers or Stockholders | $ 2,071,200 | ||||
Grant date fair value of vested | $ 87,500 | ||||
Restricted Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares approved for issuance | 1,000,000 | ||||
Officers and Directors [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted stock, shares | 41,353,731 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Due from Officers or Stockholders | $ 150,000 | ||||
Restricted stock, shares | 41,353,731 | ||||
Grant date fair value | $ 50,000 | ||||
Subsequent Event [Member] | Officers and Directors [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted stock, shares | 3,750,000 | ||||
Grant date fair value of vested | $ 187,500 | ||||
Subsequent Event [Member] | Officers and Directors [Member] | Shareholders Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted stock, shares | 7,060,000 | ||||
Grant date fair value of vested | $ 353,000 | ||||
Subsequent Event [Member] | Board Of Directors [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares approved for issuance | 1,000,000 |