Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2019 | Aug. 20, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Barrel Energy Inc. | |
Entity Central Index Key | 0001631463 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 41,093,618 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 12,525 | $ 3,458 |
Prepaid | 33,333 | |
Total current assets | 12,525 | 36,791 |
Total assets | 12,525 | 36,791 |
Current liabilities: | ||
Accounts payable and accrued expenses | 47,427 | 27,719 |
Consulting payable- related parties | 64,361 | |
Advances from shareholder | 23,201 | 32,791 |
Convertible notes payable- net of discount of $218,736 and zero respectively | 90,146 | 52,709 |
Notes payable | 100,000 | |
Derivative liability | 334,338 | |
Total current liabilities | 659,473 | 113,219 |
Total liabilities | 659,473 | 113,219 |
Commitment and Contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 authorized, zero issued and outstanding | ||
Common stock, $0.001 par value, 450,000,000 authorized, 41,093,618 issued and outstanding as of June 30, 2019 and 23,801,332 as of September 30, 2018 | 41,093 | 23,801 |
Additional paid in capital | 870,515 | 272,638 |
Stock subscription receivable | (11,500) | |
Accumulated other comprehensive loss | (5,126) | (6,857) |
Accumulated deficit | (1,553,430) | (354,510) |
Total stockholders' equity (deficit) | (646,948) | (76,428) |
Total liabilities and stockholders' equity (deficit) | $ 12,525 | $ 36,791 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
Current liabilities | ||
Convertible notes payable net of discount | $ 218,736 | $ 0 |
Stockholders' equity (deficit) | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 41,093,618 | 23,801,332 |
Common stock, shares outstanding | 41,093,618 | 23,801,332 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating expenses | ||||
Consulting - related parties | $ 87,155 | $ 264,681 | ||
Consulting | 77,627 | 174,824 | ||
General and administrative expense | 154,647 | 7,319 | 306,788 | 192,025 |
Loss from operations | (319,429) | (7,319) | (746,293) | (192,025) |
Other expense | ||||
Loss on currency | (24) | |||
Change in fair value | (45,570) | (16,769) | ||
Financing cost | (117,394) | (271,098) | ||
Interest expense | (117,233) | (1,256) | (133,771) | (3,860) |
Total other expense | (280,197) | (1,256) | (421,689) | (3,860) |
Net loss | (599,262) | (8,575) | (1,167,982) | (195,885) |
Foreign currency translation adjustment | (349) | 6,188 | 1,731 | (3,570) |
Comprehensive loss | $ (599,611) | $ (2,387) | $ (1,166,251) | $ (199,455) |
Net loss per common share, Basic and Diluted | $ (0.02) | $ 0 | $ (0.03) | $ (0.02) |
Weighted average number of common shares outstanding, basic and diluted | 38,371,853 | 12,301,332 | 35,320,524 | 12,301,332 |
STATEMENTS OF SHAREHOLDERS DEFI
STATEMENTS OF SHAREHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital | Accumulated Deficit | Stock Receivable | Comprehensive Gain Loss |
Beginning Balance, Shares at Sep. 30, 2017 | 12,301,332 | |||||
Beginning Balance, Amount at Sep. 30, 2017 | $ 102,165 | $ 12,301 | $ 272,638 | $ (178,477) | $ (4,298) | |
Comprehensive gain (loss), Amount | 2,355 | 2,355 | ||||
Net loss | (24,712) | (24,712) | ||||
Ending Balance, Shares at Dec. 31, 2017 | 12,301,332 | |||||
Ending Balance, Amount at Dec. 31, 2017 | 79,808 | $ 12,301 | 272,638 | (203,189) | (1,943) | |
Comprehensive gain (loss), Amount | (12,112) | (12,112) | ||||
Net loss | (162,598) | (162,598) | ||||
Ending Balance, Shares at Mar. 31, 2018 | 12,301,332 | |||||
Ending Balance, Amount at Mar. 31, 2018 | (94,902) | $ 12,301 | 272,638 | (365,787) | (14,055) | |
Comprehensive gain (loss), Amount | 6,188 | 6,188 | ||||
Net loss | (8,575) | (8,575) | ||||
Ending Balance, Shares at Jun. 30, 2018 | 12,301,332 | |||||
Ending Balance, Amount at Jun. 30, 2018 | (97,289) | $ 12,301 | 272,638 | (374,362) | (7,867) | |
Beginning Balance, Shares at Sep. 30, 2018 | 12,301,332 | |||||
Beginning Balance, Amount at Sep. 30, 2018 | (76,428) | $ 23,801 | 272,638 | (354,510) | (11,500) | (6,857) |
Comprehensive gain (loss), Amount | 3,420 | 3,420 | ||||
Net loss | (507,637) | (507,637) | ||||
Common stock issued for cash, Shares | 13,502,000 | |||||
Common stock issued for service, Shares | 175,000 | |||||
Shares issued for stock receivable, Shares | 11,500,000 | |||||
Common stock issued for cash, Amount | 26,000 | $ 25,002 | 998 | |||
Common stock issued for service, Amount | 131,250 | 175 | 131,075 | |||
Shares issued for stock receivable, Amount | $ (11,500) | 11,500 | ||||
Ending Balance, Shares at Dec. 31, 2018 | 37,478,332 | |||||
Ending Balance, Amount at Dec. 31, 2018 | (423,395) | $ 37,478 | 404,711 | (862,147) | (3,437) | |
Comprehensive gain (loss), Amount | (1,340) | (1,340) | ||||
Net loss | (61,719) | (61,719) | ||||
Common stock issued for cash, Shares | 440,286 | |||||
Common stock issued for cash, Amount | 220,143 | $ 440 | 219,703 | |||
Ending Balance, Shares at Mar. 31, 2019 | 37,918,618 | |||||
Ending Balance, Amount at Mar. 31, 2019 | (266,311) | $ 37,918 | 624,414 | (923,866) | (4,777) | |
Comprehensive gain (loss), Amount | (349) | (349) | ||||
Net loss | (598,626) | (598,626) | ||||
Common stock issued for cash, Shares | 3,035,000 | |||||
Common stock issued for convertible debt, Shares | 140,000 | |||||
Finance charges of note, Amount | 134,938 | 134,938 | ||||
Deemed dividend of warrants, Amount | 30,938 | (30,938) | ||||
Common stock issued for cash, Amount | 78,500 | 3,035 | 75,465 | |||
Common stock issued for convertible debt, Amount | 4,900 | $ 140 | 4,760 | |||
Ending Balance, Shares at Jun. 30, 2019 | 41,093,618 | |||||
Ending Balance, Amount at Jun. 30, 2019 | $ (646,948) | $ 41,093 | $ 870,515 | $ (1,553,430) | $ (5,126) |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (1,167,982) | $ (195,885) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Derivative change in fair value | 16,769 | |
Amortization of debt discount | 134,938 | |
Financing cost | 253,583 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expense | 11,644 | 53,111 |
Prepaid | 33,333 | |
Due to related party | 64,361 | |
Net cash used in operating activities | (653,354) | (142,744) |
Cash flows from financing activities: | ||
Cash received for the sale of common stock | 323,643 | |
Proceeds from notes payable | 100,000 | |
Proceeds from convertible notes payable | 255,000 | |
Repayment of related party advances and convertible note payable | (9,590) | (92,739) |
Net cash provided by (used in) financing activities | 669,053 | (92,739) |
Effects of currency translation | (6,632) | (6,587) |
Net increase (decrease) in cash | 9,067 | (240,070) |
Cash - beginning of period | 3,458 | 250,160 |
Cash - end of period | 12,525 | 8,090 |
SUPPLEMENT DISCLOSURES: | ||
Interest paid | 334 | |
Income taxes paid | ||
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Discount recorded on inception of derivatives | 36,000 | |
Expenses paid on behalf of the Company | $ 51,898 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 9 Months Ended |
Jun. 30, 2019 | |
NATURE OF BUSINESS | |
NOTE 1 - NATURE OF BUSINESS | BARREL ENERGY INC. is a Nevada corporation, incorporated January 17, 2014, which has engaged historically in the oil and gas sector of the energy industry. In January 2019 the Company terminated the agreement. It still maintains its interest in capped oil and gas properties in Alberta Canada. The Company entered into an agreement in the lithium exploration business but terminated the contract. The Company has leased land in central California to grow hemp for extracting CBD and the use of fiber in clothing and other materials. On April 11, 2019 the Company amended its articles of incorporation to increase its number of authorized shares of common stock from 75,000,000 to 450,000,000. BASIS OF PRESENTATION The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2019. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. The accompanying unaudited financial statements should be read in conjunction with the audited September 30, 2018 financial statements and related notes included in the Company’s form 10-K filed with the SEC. Basic and diluted net income per share Basic loss per share is calculated as net loss to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted loss per share for the period equals basic loss per share as the effect of any stock based compensation awards or stock warrants would be antidilutive. As of June 30, 2019 the potential shares at conversion standing was 4,795,199. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Jun. 30, 2019 | |
GOING CONCERN | |
NOTE 2 - GOING CONCERN | The Company’s unaudited interim financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company, as shown in the accompanying balance sheets, has negative working capital and an accumulated deficit of $1,553,430 as of June 30, 2019. The Company has not established any source of revenue to cover its operating costs. These factors raise substantial doubt about the company’s ability to continue as a going concern. The unaudited interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company will engage in very limited activities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 9 Months Ended |
Jun. 30, 2019 | |
CONVERTIBLE NOTE | |
NOTE 3 - CONVERTIBLE NOTE | On July 1, 2014, the Company issued a USD $67,215 (CAD $75,000) convertible note for cash. The note bears an interest rate of 9.5% and matured on December 31, 2015. The note, plus accrued interest, is convertible by the holder, in part or whole, until the date of maturity into common stock of the Company at CAD one cent ($0.01) per share. The note is in default. The Company by resolution has elected to allow conversion of any and all the notes outstanding principal and interest until the note is fully paid. On September 30, 2017 the Company issued 700,000 shares of common stock with a value of $5,612 (CDN $7,000) for partial conversion of the convertible note. As of June 30, 2019, the convertible debt outstanding was USD $52,032 plus accrued interest of USD $26,113 for a total liability of USD $78,145. On November 12, 2018 the Company issued a $36,000 convertible note to Crown Partners, LLC. The note bears an original discount of $10,000, matures in 12 months from the origination date and bears interest at 5% per annuum. The note is convertible at any time, in part or whole, at $0.50 per share until the 180 th On May 15, 2019 the Company issued a $100,000 convertible note plus 500,000 warrants to Auctus Funding, LLC. The note bears an original discount of $3,500, matures February 17, 2020 and bears interest at 5% per annuum. The note is convertible at any time, at 55% of the market price which is defined as the lowest trading price 25 days prior to conversion. Interest of $1,478 has been accrued as of June 30, 2019. The warrants are convertible at $0.20 per share or if the price of the company’s common stock is greater than the exercise price of the warrant, the warrant may be converted by the holder as a cashless warrant in lieu of a cash warrant. (See Note 6: Warrants) On May 16, 2019 the Company issued a $125,000 convertible note and 625,000 warrants to FirstFire Global Opportunity Fund, LLC. The note bears an original discount of $12,500, matures in 12 months from the origination date and bears interest at 7% per annuum. The note is convertible at any time, in part or whole, at %0.25 per share or 60% of the market price which is defined as the lowest trading price 20 days prior to conversion. Interest of $1,055 has been accrued as of June 30, 2019. The warrants are convertible at $0.20 per share or if the price of the company’s common stock is greater than the exercise price of the warrant, the warrant may be converted by the holder as a cashless warrant in lieu of a cash warrant. (See Note 6: Warrants) |
RELATED PARTY
RELATED PARTY | 9 Months Ended |
Jun. 30, 2019 | |
RELATED PARTY | |
NOTE 4 - RELATED PARTY | During the period from October 1, 2018 through June 30, 2019 the Company paid related parties consulting fees of $264,681 of which Harp Sangha was paid $174,000 and Craig Alford was paid $66,000. Under the terms of their consulting agreements Mr. Alford is entitled to $67,500 for the period and Mr. Sangha $135,000. As of June 30, 2019 the Company owed the related parties $64,361 in accrued consulting. The monthly payments, dates of their contracts termination and relation to the Company or family of the officers are set forth below: Name Monthly Terminates Related Party Louis Silver $ 2,000 1/31/2019 no Harkrishnan Giroh $ 2,500 1/31/2019 no Jagraj Sangha $ 4,000 6/30/2019 Son of Harp Sangha Remit Bains $ 3,000 9/30/2019 Wife of Brother of Harp Sangha Flora Mushi $ 3,000 9/30/2019 no William Monroe $ 5,833 3/31/2019 No Baljinder Cheema $ 5,000 2/28/2019 no Kulraj Sangha $ 3,000 9/30/2019 Yes to Harp Sangha Craig Alford $ 7,000 9/30/2019 Officer Harp Sangha $ 15,000 9/30/2019 Officer During the period ended June 30, 2019 Harpreet Sangha, the Company’s Chairman and Chief Financial Officer, entered into an agreement and purchased 10,000,000 shares of the Company’s common stock for $10,000 and Craig Alford, the Company’s President, who entered into an agreement and purchased 4,000,000 shares of the Company’s common stock for $4,000. |
EQUITY
EQUITY | 9 Months Ended |
Jun. 30, 2019 | |
EQUITY | |
NOTE 5 - EQUITY | During the period from September 30, 2018 to June 30, 2019, the Company entered into separate Subscription Agreements with 17 persons under which 25,000,000 shares of the Company’s common stock were sold for $0.001 per share. In addition, twenty individuals were sold 3,477,286 units, consisting of one share of common stock at $0.50 per share one warrant to purchase one share of common stock shares at $0.50 per share within three years. This included Harpreet Sangha, the Company’s Chairman, who entered into an agreement to purchase 10,000,000 shares of the Company’s common stock and Craig Alford, the Company’s President, who entered into an agreement to purchase 4,000,000 shares of the Company’s common stock. Three individuals purchasing a total of 3,250,000 shares of common stock with a value $3,250 are relatives of the company Chairman and CFO. . Subscription Agreements were approved by the Company’s Board of Directors. The sales were made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933 and, with respect to a majority of the purchasers, Regulation S. On November 13, 2018 the Company entered into a $3,000,000 equity purchase agreement with Crown Bridge Partners. Under the terms of the agreement, the Company may put to the investor shares of the Company common stock in minimums of $10,000 to maximums of either $100,000 or 200% of the average trading volume, whichever is less. The agreement may be terminated at any time by the Company or when the total commitment of shares are sold by the Company to the investor. As part of the agreement, the Company issued 175,000 shares of its common stock at $0.75 per share as a commitment fee. The value of the transaction of $131,250 was expensed as a financing cost. |
WARRANTS
WARRANTS | 9 Months Ended |
Jun. 30, 2019 | |
WARRANTS | |
NOTE 6 - WARRANTS | During the nine months period ended June 30, 2019 the Company issued 477,286 warrants to twenty individuals as part of their purchase of 477,286 shares of common stock. The warrants mature in three years and are convertible into one share of common stock for each warrant at $0.50 per share. During the nine months period ended June 30, 2019 the Company issued 1,125,000 warrants to 2 convertible debt entities as part of the note issued. The warrants are convertible at $0.20 per share or if the price of the company’s common stock is greater than the exercise price of the warrant, the warrant may be converted by the holder as a cashless warrant in lieu of a cash warrant. The warrants were issued as an inducement of the issuance of the two notes for an aggregate of $225,000. The outstanding warrants are set out as follow: Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Life Intrinsic Value Outstanding at September 30, 2018 -- -- -- -- Granted 1,602,286 0.29 4.32 -- Expired -- -- -- -- Exercised -- -- -- -- Outstanding at June 30, 2019 1,602,286 $ 0.29 4,32 $ 288,411 The Company used the Black Scholes Pricing model to estimate the fair value of the warrants as of grant date, using the following key inputs: market prices of the Company’s common stock at dates of grant between $0.28 - $3.00 per share, conversion price of $0.20-0.50, volatility of 272.63% and discount rate of 2.40%. Based on the fair value of the common stock of $221,000 and value of the warrants of $535,293 the fair value of the warrants was calculated to be 38 % of the total value or $288,411. The valuation resulted in a deemed dividend from the down round calculation of the 1,125,000 warrants of $30,938 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Jun. 30, 2019 | |
NOTES PAYABLE | |
NOTE 7 - NOTES PAYABLE | On November 15, 2018 the Company received an advance from one non-related party for $65,000. On December 3, 2018 the Company received an additional advance of $35,000 from the same individual for a total of $100,000. Both advances are unsecured, on demand and bear no interest. The Company has calculated an imputed interest of $2,500 for the last period. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Jun. 30, 2019 | |
DERIVATIVE LIABILITIES | |
NOTE 8 - DERIVATIVE LIABILITIES | On November 12, 2018 the Company issued a $36,000 convertible note to Crown Partners, LLC. The note bears an original discount of $3,500, matures in 12 months from the origination date and bears interest at 5% per annuum. The note is convertible at any time, in part or whole, at $0.50 per share until the 180 th On May 15, 2019 the Company issued a $100,000 convertible note to Auctus Funding, LLC. The note bears an original discount of $3,500, matures February 17, 2020 and bears interest at 5% per annuum. The note is convertible at any time, at 5% of the market price which is defined as the lowest trading price 25 days prior to conversion. The Company used the American Option Binomial Tree Pricing model to estimate the fair value of the derivative liability as of the date of issuance and as of June 30, 2019, using the following key inputs: market price of the Company’s common stock $0.11 per share, volatility of 269,66% and discount rate of 2.37%. The fair value of the derivative liability was determined to $243,418 as of June 30, 2019. On May 16, 2019 the Company issued a $125,000 convertible note to FirstFire Global Opportunity Fund, LLC. The note bears an original discount of $12,500, matures in 12 months from the origination date and bears interest at 7% per annuum. The note is convertible at any time, in part or whole, at $0.25 per share or 60% of the market price which is defined as the lowest trading price 20 days prior to conversion. The Company used the American Option Binomial Tree Pricing model to estimate the fair value of the derivative liability as of the date of issuance and as of June 30, 2019, using the following key inputs: market price of the Company’s common stock $0.11 per share, volatility of 269.66% and discount rate of 2.37%. The fair value of the derivative liability was determined to $38,742 as of June 30, 2019. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels: Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2— quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data. Level 3— Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of September 30, 2018 and June 30, 2019: Level 1 Level 2 Level 3 Total As of September 30, 2018: Assets None $ - $ - $ - $ - Liabilities Derivative liability $ - $ - $ -- $ -- As of June 30, 2019: Assets None $ - $ - $ - $ - Liabilities Derivative liability $ - $ - $ 334,338 $ 334,338 The following table summarizes the change in the fair value of the derivative liability during the nine months ended June 30, 2019: Fair value as of September 30, 2018 $ -- Additions 462,119 Debt discount charged to derivative 106,300 Financing cost charged to derivative 70,000 Change in fair value (16,769 ) Fair value as of June 30, 2019 $ 334,338 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 9 - COMMITMENTS AND CONTINGENCIES | On May 14, 2019 the Company signed a land lease in central California for 602 acres at $1,000 per acre to grow hemp for fiber usage. The lease is for 10 years with annual costs of $602,000 with the initial payment of $200,000 due September 30, 2019. The yearly rental obligations including the lease agreements are as follows: Fiscal Year 2019 $ 602,000 2020 $ 602,000 2021 $ 602,000 2022 $ 602,000 2023 and years thereafter 3,612,000 Total $ 6,020,000 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Jun. 30, 2019 | |
SUBSEQUENT EVENT | |
NOTE 10 - SUBSEQUENT EVENT | The Company has evaluated subsequent events to determine events occurring after June 30, 2019 through August 20, 2019 that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than those noted above in this footnote. |
NATURE OF BUSINESS (Policies)
NATURE OF BUSINESS (Policies) | 9 Months Ended |
Jun. 30, 2019 | |
NATURE OF BUSINESS (Policies) | |
Basis of Presentation | The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2019. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. The accompanying unaudited financial statements should be read in conjunction with the audited September 30, 2018 financial statements and related notes included in the Company’s form 10-K filed with the SEC. |
Basic and diluted net income per share | Basic loss per share is calculated as net loss to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted loss per share for the period equals basic loss per share as the effect of any stock based compensation awards or stock warrants would be antidilutive. As of June 30, 2019 the potential shares at conversion standing was 4,795,199. |
RELATED PARTY (Tables)
RELATED PARTY (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
RELATED PARTY (Tables) | |
Schedule of monthly payments for related parties | Name Monthly Terminates Related Party Louis Silver $ 2,000 1/31/2019 no Harkrishnan Giroh $ 2,500 1/31/2019 no Jagraj Sangha $ 4,000 6/30/2019 Son of Harp Sangha Remit Bains $ 3,000 9/30/2019 Wife of Brother of Harp Sangha Flora Mushi $ 3,000 9/30/2019 no William Monroe $ 5,833 3/31/2019 No Baljinder Cheema $ 5,000 2/28/2019 no Kulraj Sangha $ 3,000 9/30/2019 Yes to Harp Sangha Craig Alford $ 7,000 9/30/2019 Officer Harp Sangha $ 15,000 9/30/2019 Officer |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
WARRANTS (Tables) | |
Schedule of warrants | Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Life Intrinsic Value Outstanding at September 30, 2018 -- -- -- -- Granted 1,602,286 0.29 4.32 -- Expired -- -- -- -- Exercised -- -- -- -- Outstanding at June 30, 2019 1,602,286 $ 0.29 4,32 $ 288,411 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
DERIVATIVE LIABILITIES (Tables) | |
Schedule of fair value financial assets and liabilities measured on recurring basis | Level 1 Level 2 Level 3 Total As of September 30, 2018: Assets None $ - $ - $ - $ - Liabilities Derivative liability $ - $ - $ -- $ -- As of June 30, 2019: Assets None $ - $ - $ - $ - Liabilities Derivative liability $ - $ - $ 334,338 $ 334,338 |
Schedule of derivative liabilities at fair value | Fair value as of September 30, 2018 $ -- Additions 462,119 Debt discount charged to derivative 106,300 Financing cost charged to derivative 70,000 Change in fair value (16,769 ) Fair value as of June 30, 2019 $ 334,338 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
Yearly Lease Rental Obligations | Fiscal Year 2019 $ 602,000 2020 $ 602,000 2021 $ 602,000 2022 $ 602,000 2023 and years thereafter 3,612,000 Total $ 6,020,000 |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) - USD ($) | 9 Months Ended | ||
Jun. 30, 2019 | Apr. 11, 2019 | Sep. 30, 2018 | |
Common stock, shares authorized | 450,000,000 | 450,000,000 | |
Common Stock [Member] | |||
State of Incorporation | |||
Date of Incorporation | Jan. 17, 2014 | ||
Antidilutive securities excluded from computation of earnings per share | 4,795,199 | ||
Common stock, shares authorized | 450,000,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
GOING CONCERN (Details Narrative) | ||
Accumulated deficit | $ (1,553,430) | $ (354,510) |
CONVERTIBLE NOTE (Details Narra
CONVERTIBLE NOTE (Details Narrative) - USD ($) | May 16, 2019 | May 15, 2019 | Nov. 12, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 |
Original discount | $ 134,938 | ||||||
Original discount | 134,938 | ||||||
November 12, 2018 [Member] | |||||||
Principal balance | 31,850 | ||||||
Auctus Funding, LLC [Member] | |||||||
Convertible debt | $ 78,145 | $ 26,113 | |||||
Warrant issued | 500,000 | ||||||
Original discount | $ 3,500 | ||||||
Terms of conversion feature | |||||||
Interest rate | 5.00% | 9.50% | |||||
Terms of conversion feature | |||||||
Warrant per share | $ 0.20 | ||||||
Total liability | $ 78,145 | ||||||
Warrant issued | 500,000 | ||||||
Original discount | $ 3,500 | ||||||
Debt maturity date | May 17, 2020 | ||||||
Interest rate | 5.00% | 9.50% | |||||
Warrant per share | $ 0.20 | ||||||
Convertible debt outstanding | $ 78,145 | $ 26,113 | |||||
Common stock issued for debt conversion, Shares | 700,000 | ||||||
Common stock issued for debt conversion, Amount | $ 5,612 | ||||||
Accrued interest | $ 1,142 | ||||||
Principal balance | |||||||
Terms of conversion feature | |||||||
Original discount | $ 10,000 | ||||||
Debt maturity date | Dec. 31, 2015 | ||||||
Convertible debt | |||||||
FirstFire Global Opportunity Fund [Member] | |||||||
Warrant issued | |||||||
Original discount | $ 12,500 | ||||||
Terms of conversion feature | The note is convertible at any time, in part or whole, at %0.25 per share or 60% of the market price which is defined as the lowest trading price 20 days prior to conversion. | ||||||
Interest rate | 7.00% | ||||||
Terms of conversion feature | The note is convertible at any time, in part or whole, at %0.25 per share or 60% of the market price which is defined as the lowest trading price 20 days prior to conversion. | ||||||
Warrant issued | |||||||
Original discount | $ 12,500 | ||||||
Interest rate | 7.00% | ||||||
Accrued interest | |||||||
Terms of conversion feature | The note is convertible at any time, in part or whole, at %0.25 per share or 60% of the market price which is defined as the lowest trading price 20 days prior to conversion. | ||||||
Convertible debt | $ 125,000 |
RELATED PARTY (Details)
RELATED PARTY (Details) | 9 Months Ended |
Jun. 30, 2019USD ($) | |
Louis Silver [Member] | Non-Related Parties [Member] | |
Monthly payment | $ 2,000 |
Contact termination date | Jan. 31, 2019 |
Harkrishnan Giroh [Member] | Non-Related Parties [Member] | |
Monthly payment | $ 2,500 |
Contact termination date | Jan. 31, 2019 |
Jagraj Sangha [Member] | Son Of Harp Sangha [Member] | |
Monthly payment | $ 4,000 |
Contact termination date | Jun. 30, 2019 |
Remit Bains [Member] | Wife Of Brother Of Harp Sangha [Member] | |
Monthly payment | $ 3,000 |
Contact termination date | Sep. 30, 2019 |
Flora Mushi [Member] | Non-Related Parties [Member] | |
Monthly payment | $ 3,000 |
Contact termination date | Sep. 30, 2019 |
William Monroe [Member] | Non-Related Parties [Member] | |
Monthly payment | $ 5,833 |
Contact termination date | Mar. 31, 2019 |
Baljinder Cheema [Member] | Non-Related Parties [Member] | |
Monthly payment | $ 5,000 |
Contact termination date | Feb. 28, 2019 |
Kulraj Sangha [Member] | Yes To Harp Sangha [Member] | |
Monthly payment | $ 3,000 |
Contact termination date | Sep. 30, 2019 |
Officer [Member] | Craig Alford [Member] | |
Monthly payment | $ 7,000 |
Contact termination date | Sep. 30, 2019 |
Officer [Member] | Harp Sangha [Member] | |
Monthly payment | $ 15,000 |
Contact termination date | Sep. 30, 2019 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) | 9 Months Ended |
Jun. 30, 2019USD ($)shares | |
Consulting fees | $ 264,681 |
Harpreet Sangha [Member] | |
Consulting fees | 174,000 |
Accrued consulting fees | $ 135,000 |
Stock issued during period | shares | 10,000,000 |
Stock issued during period value | $ 10,000 |
Related Parties [Member] | |
Accrued consulting fees | $ 64,361 |
Craig Alford [Member] | |
Stock issued during period | shares | 4,000,000 |
Craig Alford [Member] | Officer [Member] | |
Consulting fees | $ 66,000 |
Accrued consulting fees | $ 67,500 |
Stock issued during period | shares | 4,000,000 |
Stock issued during period value | $ 4,000 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
Sale of stock per shares | $ .11 | $ .11 | |||
Common stock shares issued | 41,093,618 | 41,093,618 | 23,801,332 | ||
Common stock per shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Financing cost | $ (117,394) | $ (271,098) | |||
Proceeds from issuance of common stock | $ 323,643 | ||||
Subscription Agreements [Member] | |||||
Sale of stock per shares | $ 0.001 | $ 0.001 | |||
Number of persons | 17 | ||||
Sale of stock, number issued and transaction | 25,000,000 | ||||
Equity Purchase Agreement [Member] | |||||
Common stock shares issued | 175,000 | 175,000 | |||
Common stock per shares | $ 0.75 | $ 0.75 | |||
Financing cost | $ 131,250 | ||||
Harpreet Sangha [Member] | |||||
Stock issued during period | 10,000,000 | ||||
Person [Member] | Subscription Agreements [Member] | |||||
Sale of stock per shares | $ 0.50 | $ 0.50 | |||
Crown Bridge Partners [Member] | Equity Purchase Agreement [Member] | |||||
Equity purchase amount | $ 3,000,000 | $ 3,000,000 | |||
Equity purchase agreement description | The Company may put to the investor shares of the Company common stock in minimums of $10,000 to maximums of either $100,000 or 200% of the average trading volume, whichever is less. | ||||
Craig Alford [Member] | |||||
Stock issued during period | 4,000,000 | ||||
Three individuals [Member] | CFO [Member] | |||||
Common stock shares issued | 3,250,000 | 3,250,000 | |||
Proceeds from issuance of common stock | $ 3,250 | ||||
Option [Member] | Twenty Individuals [Member] | |||||
Common stock shares issued | 3,477,286 | 3,477,286 | |||
Common stock per shares | $ .50 | $ .50 | |||
Number of persons | 20 | ||||
Description of related parties | In addition, twenty individuals were sold 442,286 units, consisting of one share of common stock at $0.50 per share one warrant to purchase one share of common stock shares at $0.50 per share within three years | ||||
Exercise price of warrants | $ 0.50 | $ 0.50 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] | 9 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, Beginning | shares | |
Granted | shares | 1,602,286 |
Expired | shares | |
Exercised | shares | |
Outstanding, Ending | shares | 1,602,286 |
Weighted Average Exercise Price | |
Outstanding, Beginning | |
Granted | 0.29 |
Expired | |
Exercised | |
Outstanding, Ending | |
Weighted Average Remaining Contractual Life | |
Granted | 4 years 3 months 26 days |
Granted | $ 0.29 |
Expired | |
Exercised | |
Outstanding, Ending | |
Intrinsic Value | |
Outstanding, Beginning | $ | |
Granted | $ | |
Expired | $ | |
Outstanding at End of Year | $ | |
Exercisable at End of Year | $ | $ 288,411 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Sep. 30, 2018 | |
Discount rate | 2.37% | |
Common stock per shares | $ 0.001 | $ 0.001 |
Common stock shares issued | 41,093,618 | 23,801,332 |
Warrant [Member] | ||
Discount rate | 2.40% | |
Description of fair value of warrants | ||
Conversion price | $ .50 | |
Volatility rate | 272.63% | |
Fair value of common stock | $ 221,000 | |
Fair value of warrants | 535,293 | |
Warrants outstanding | $ 288,411 | |
Warrant [Member] | Twenty Individuals [Member] | ||
Common stock per shares | $ 0.50 | |
Common stock shares issued | 477,286 | |
Description of maturity | The warrants mature in three years and are convertible into one share of common stock for each warrant at $0.50 per share. | |
Warrant [Member] | Minimum [Member] | ||
Common stock per shares | $ .28 | |
Warrant [Member] | Maximum [Member] | ||
Common stock per shares | $ 3 | |
Convertible Debt Entities [Member] | ||
Debt conversion converted instrument warrants issued, Shares | 1,125,000 | |
Debt conversion converted instrument warrants issued, Amount | $ 30,938 | |
Discount rate | 2.20% | |
Issuance of Notes | $ 225,000 | |
Warrant per share | $ 0.20 | |
Description of fair value of warrants | Based on the fair value of the common stock of $221,000 and value of the warrants of $535,293 the fair value of the warrants were calculated to be 70.7 % of the total value or $378,872 . |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 03, 2018 | Nov. 15, 2018 |
Non-Related Parties [Member] | |||
Advance received for related party | $ 100,000 | $ 35,000 | $ 65,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
None | ||
Liabilities | ||
Derivative liability | 334,338 | |
Level 1 [Member] | ||
None | ||
Liabilities | ||
Derivative liability | ||
Level 2 [Member] | ||
None | ||
Liabilities | ||
Derivative liability | ||
Level 3 [Member] | ||
None | ||
Liabilities | ||
Derivative liability | $ 334,338 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
DERIVATIVE LIABILITIES (Details 1) | ||||
Fair value as of September 30, 2018 | ||||
Additions | 462,119 | |||
Debt discount charged to derivative | 36,000 | |||
Financing cost charged to derivative | 70,000 | |||
Change in fair value | $ 45,570 | 16,769 | ||
Fair value as of June 30, 2019 | $ 334,338 | $ 334,338 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | May 16, 2019 | May 15, 2019 | Nov. 12, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 |
Volatility rate | 269.66% | |||||
Discount rate | 2.37% | |||||
Note origination fee | $ 61,178 | |||||
Common stock price per share | $ .11 | |||||
Fair value of derivative liability | $ 243,418 | |||||
Original discount | $ 134,938 | |||||
Auctus Funding, LLC [Member] | ||||||
Volatility rate | 269.66% | |||||
Discount rate | 2.37% | |||||
Note origination fee | $ 243,418 | |||||
Convertible debt | ||||||
Original discount | $ 3,500 | |||||
Debt maturity date | Feb. 17, 2020 | |||||
Interest rate | 5.00% | 9.50% | ||||
Terms of conversion feature | ||||||
FirstFire Global Opportunity Fund [Member] | ||||||
Volatility rate | 269.66% | |||||
Discount rate | 2.37% | |||||
Note origination fee | $ 38,742 | |||||
Convertible debt | $ 125,000 | |||||
Original discount | $ 12,500 | |||||
Debt maturity date | May 17, 2020 | |||||
Interest rate | 7.00% | |||||
Terms of conversion feature | The note is convertible at any time, in part or whole, at %0.25 per share or 60% of the market price which is defined as the lowest trading price 20 days prior to conversion. | |||||
Crown Partners, LLC [Member] | ||||||
Convertible debt | $ 36,000 | |||||
Original discount | $ 10,000 | |||||
Interest rate | 5.00% | |||||
Terms of conversion feature | The note is convertible at any time, in part or whole, at $0.50 per share until the 180th date of the note at which time it is convertible an 55% of the market price which is defined as the lowest trading price 25 days prior to conversion. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2018USD ($) |
COMMITMENTS AND CONTINGENCIES | |
2019 | $ 602,000 |
2020 | 602,000 |
2021 | 602,000 |
2022 | 602,000 |
2023 and years thereafter | 3,612,000 |
Total | $ 6,020,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 9 Months Ended |
Jun. 30, 2019USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Lease term | 10 years |
Lease costs | $ 602,000 |
Description of lease | land lease in central California for 602 acres at $1,000 per acre to grow hemp for fiber usage. |
Initial Lease Payment | $ 200,000 |