Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Jan. 10, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bantek Inc. | |
Entity Central Index Key | 0001704795 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-K | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | FY | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Public Float | $ 300,000 | |
Entity Common Stock, Shares Outstanding | 3,255,346,130 | |
Entity File Number | 000-55789 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Current Assets | ||
Cash | $ 149,832 | $ 108,446 |
Accounts receivable | 791,728 | 1,615,582 |
Inventory | 118,558 | 533,106 |
Prepaid expenses and other current assets | 4,547 | 194,587 |
Total Current Assets | 1,064,665 | 2,451,721 |
Property and equipment, net | 19,923 | 15,597 |
Other Assets | ||
Goodwill | 2,410,335 | |
Tradename | 760,000 | |
Customer list, net | 515,285 | |
Total other assets | 3,685,620 | |
Total Assets | 1,084,588 | 6,152,938 |
Current Liabilities: | ||
Accounts payable | 3,163,443 | 4,113,812 |
Accrued expenses and interest | 1,906,478 | 2,046,149 |
Convertible notes payable - net of discounts and premiums | 7,827,730 | 6,943,741 |
Note payable - seller | 900,000 | 900,000 |
Convertible note payable - related party affiliate | 34,000 | |
Convertible note payable - related party officer | 30,000 | 27,670 |
Notes payable related parties, including current portion of long-term notes | 202,645 | |
Line of credit - bank | 44,556 | 45,915 |
Note and Loans Payable | 284,949 | 125,000 |
Settlements payable | 174,574 | 161,255 |
Derivative Liabilities | 128,628 | 258,296 |
Total Current Liabilities | 14,697,003 | 14,621,838 |
Long-term Liabilities: | ||
Convertible note payable - related party affiliate | 688,444 | 688,444 |
Convertible note payable - related party officer | 166,995 | |
Notes payable - related party officer, net of current portion | 427,500 | |
Total Long-term Liabilities | 1,282,939 | 688,444 |
Total Liabilities | 15,979,942 | 15,310,282 |
Commitments and Contingencies (Note 16) | ||
Stockholders' Deficit: | ||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized, Series A preferred stock - no par value, 250 shares designated, issued and outstanding | ||
Common stock - $0.0001 par value, 6,000,000,000 shares authorized, 3,255,346,130 and 767,160,077 shares issued and outstanding at September 30, 2019 and 2018, respectively | 325,537 | 76,716 |
Additional paid-in capital | 11,525,560 | 10,397,232 |
Accumulated deficit | (26,746,451) | (19,631,292) |
Total Stockholders' Deficit | (14,895,354) | (9,157,344) |
Total Liabilities and Stockholders' Deficit | $ 1,084,588 | $ 6,152,938 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Sep. 30, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 3,255,346,130 | 767,160,077 |
Common stock, shares outstanding | 3,255,346,130 | 767,160,077 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 250 | 250 |
Preferred stock, par value | ||
Preferred stock, shares issued | 250 | 250 |
Preferred stock, shares outstanding | 250 | 250 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||
Sales | $ 10,287,214 | $ 18,389,568 |
Cost of Goods Sold | 9,191,809 | 16,772,661 |
Gross Profit | 1,095,405 | 1,616,907 |
Operating Expenses: | ||
Selling, General, and Administrative Expenses | 3,019,292 | 3,403,674 |
Intangibles impairment | 3,420,624 | |
Amortization and depreciation | 276,276 | 274,655 |
Total Operating Expenses | 6,716,192 | 3,678,329 |
Loss Before Other Expense | (5,620,787) | (2,061,422) |
Other Expense: | ||
Interest and financing costs | 1,527,262 | 3,534,083 |
(Gain)/Loss on debt extinguishment and settlements, net | (57,623) | 151,978 |
Derivative expenses | 24,733 | 23,630 |
Other losses | 3,754 | |
Total Other Expense | 1,494,372 | 3,713,445 |
Net Loss before Provision for Income Tax | (7,115,159) | (5,774,867) |
Provision for Income Tax | ||
Net Loss | $ (7,115,159) | $ (5,774,867) |
Basic and Diluted Loss Per Share | $ (0.003) | $ (0.03) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic and diluted | 2,615,436,873 | 172,210,532 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Sep. 30, 2017 | $ 4,311 | $ 7,442,028 | $ (13,856,425) | $ (6,410,086) | |
Balance, shares at Sep. 30, 2017 | 250 | 43,104,692 | |||
Stock option expense | 137,969 | 137,969 | |||
Warrants and penalty warrants issued with debt | 44,036 | 44,036 | |||
Reclassification of Warrants to derivative liability | (261,484) | (261,484) | |||
Shares issued for Conversion of notes including premiums reclassified | $ 60,581 | 2,075,234 | 2,135,815 | ||
Shares issued for Conversion of notes including premiums reclassified, shares | 605,808,574 | ||||
Shares issued for 3(a)(10) debt settlement | $ 10,162 | 502,925 | 513,089 | ||
Shares issued for 3(a)(10) debt settlement, shares | 101,624,000 | ||||
Shares issued for employee compensation | $ 200 | 14,740 | 14,940 | ||
Shares issued for employee compensation, shares | 2,000,000 | ||||
Shares issued as debt issuance costs | $ 76 | 68,069 | 68,145 | ||
Shares issued as debt issuance costs, shares | 757,176 | ||||
Shares issued to non- employees for services | $ 1,117 | 356,752 | 357,869 | ||
Shares issued to non- employees for services, shares | 11,173,328 | ||||
Shares to be issued to non-employees for services | $ 269 | 16,962 | 17,231 | ||
Shares to be issued to non-employees for services, shares | 2,692,307 | ||||
Net loss | (5,774,867) | (5,774,867) | |||
Balance at Sep. 30, 2018 | $ 76,716 | 10,397,232 | (19,631,292) | (9,157,344) | |
Balance, shares at Sep. 30, 2018 | 250 | 767,160,077 | |||
Stock option expense | 265,113 | 265,113 | |||
Shares issued for compensation | $ 170 | 480 | 650 | ||
Shares issued for compensation, shares | 1,700,000 | ||||
Shares issued for services | $ 3,615 | 17,926 | 21,541 | ||
Shares issued for services, shares | 36,145,834 | ||||
Shares issued for cashless warrant exercise | $ 14,813 | 123,617 | 138,430 | ||
Shares issued for cashless warrant exercise, shares | 148,132,536 | ||||
Shares issued for conversion of notes and reclassification of debt premiums | $ 75,645 | 394,831 | 470,476 | ||
Shares issued for conversion of notes and reclassification of debt premiums, shares | 756,446,683 | ||||
Shares issued for 3(a)(10) debt settlement | $ 127,328 | (127,328) | |||
Shares issued for 3(a)(10) debt settlement, shares | 1,273,261,000 | ||||
Reclassification of debt and premium to APIC for 3(a)(10) debt settlement | 450,939 | 450,939 | |||
Shares to be issued to non-employees for services | $ 27,250 | 2,750 | 30,000 | ||
Shares to be issued to non-employees for services, shares | 272,500,000 | ||||
Net loss | (7,115,159) | (7,115,159) | |||
Balance at Sep. 30, 2019 | $ 325,537 | $ 11,525,560 | $ (26,746,451) | $ (14,895,354) | |
Balance, shares at Sep. 30, 2019 | 250 | 3,255,346,130 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (7,115,159) | $ (5,774,867) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based expenses | 481,583 | 413,321 |
Amortization and depreciation | 276,276 | 274,655 |
Amortization of debt discounts | 95,257 | 773,741 |
Accretion of premium on convertible note | 595,513 | 1,588,175 |
Net gain on settlement of accounts payable and accrued expenses | (71,681) | (87,466) |
Net debt extinguishment loss on conversion of notes | 14,057 | 239,444 |
Fee notes issued | 235,500 | 72,000 |
Note issued for expenses | 15,000 | |
Derivative expense | 24,733 | 23,630 |
Intangible impairment | 3,420,624 | |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | 823,854 | (446,491) |
Inventory | 414,548 | 147,951 |
Prepaid expenses and other current assets | 42,240 | 87,358 |
Accounts payable and accrued expenses and interest | 129,006 | 2,413,381 |
Settlements payable | (486,681) | (519,201) |
Cash Used in Operating Activities | (1,105,330) | (794,369) |
Cash Flows from Investing Activities: | ||
Purchase of Demonstration drones (PPE) | (15,606) | (25,256) |
Cash Used in Investing Activities | (15,606) | (25,256) |
Cash Flows from Financing Activities: | ||
Proceeds from convertible notes payable | 115,000 | 640,000 |
Proceeds from note payable | 232,500 | |
Proceeds from accounts receivable financing | 295,791 | |
Repayments on accounts receivable financing | (33,580) | |
Repayment of line of credit | (1,359) | (2,591) |
Proceeds convertible note payable - related party | 17,000 | |
Proceeds from lines of credit - related parties | 889,595 | 670 |
Repayment of loans and line of credit - related parties | (120,125) | (95,000) |
Cash Provided by Financing Activities | 1,162,322 | 775,579 |
Net Increase (Decrease) in Cash | 41,386 | (44,046) |
Cash - beginning of year | 108,446 | 152,492 |
Cash - end of year | 149,832 | 108,446 |
Cash paid for: | ||
Interest | 186,729 | 345,152 |
Taxes | ||
Noncash financing and investing activities: | ||
Issuance of note payable for debt issuance costs | 65,000 | |
Issuance of convertible debt for settlement of accounts payable | 90,000 | |
Issuance of settlement payable to satisfy accounts payable and accrued expenses | 500,000 | 680,456 |
Third Party insurance funding | 70,000 | |
Conversion of fees and accrued interest to convertible note payable | 537,643 | 2,288,642 |
Default penalties recorded as debt discount | 54,275 | |
Original issue discounts notes | 110,840 | 196,004 |
Issuance of warrants for financing fees | 12,508 | |
Issuance of warrants for default penalties | 31,529 | |
Reclassification of warrants to derivative liabilities | 261,484 | |
Initial derivative liabilities recorded as debt discount for notes issued | 62,500 | 85,000 |
Reclassification of derivative liabilities to equity upon conversion | 78,471 | |
3(a)(10) debt settlements including related costs | 450,939 | 513,089 |
Issuance of common stock for convertible notes, accrued interest | 470,476 | 1,787,479 |
Issuance of common stock upon cashless exercise of warrants | 138,430 | |
Issuance of common stock for past due vendor fees | 15,000 | |
Issuance of common stock for future services | $ 307,400 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS Bantek, Inc. is an Unmanned Aerial Vehicles ("UAV") and related services and technology company that intends to engage in the distribution and integration of advanced low altitude UAV systems, services and products. Bantek also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co., ("Howco") (collectively, the "Company") to the United States Department of Defense and Defense Logistics Agency. The Company has operations based in Little Falls, New Jersey and Vancouver, Washington. The Company continues to seek strategic acquisitions and partnerships with UAV firms that offer superior technologies in high-growth markets, as well as acquisitions and partnerships with firms that have complementary technologies and infrastructure. On April 24, 2018 the Company amended its articles of incorporation, filed with the Delaware Secretary of State, changing the Company name from Drone USA, Inc. to Bantek, Inc., which was accepted by FINRA on February 19, 2019. Bantek, Inc. filed a change of name to Bantec, Inc. and to effect a reverse stock split (of the common stock) of 1 for 1,000 on August 6, 2019. The Company is awaiting approval from FINRA to effect the reverse stock split and to change the name to Bantec, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Going Concern | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bantek, Inc. and its wholly-owned subsidiaries, Drone USA, LLC (inactive), and Howco. All significant intercompany accounts and transactions have been eliminated in consolidation. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the year ended September 30, 2019, the Company has incurred a net loss of $7,115,159 and used cash in operations of $1,105,330. The working capital deficit, stockholders’ deficit and accumulated deficit was $13,632,338, $14,895,354 and $26,746,451, respectively, at September 30, 2019. Furthermore, on September 6, 2019 the Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 10), defaulted on its Note Payable – Seller in September 2017, and as of September 30, 2019 has received demands for payment of past due amounts from several consultants and service providers. It is management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management’s ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has been implementing cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. (See Notes 10 and 18). Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of goodwill and intangible assets for impairment analysis, valuation of the earn-out liability, valuation of stock based compensation, the valuation of derivative liabilities and the valuation allowance on deferred tax assets. Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation. At September 30, 2019 At September 30, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 128,628 - - $ 258,296 A roll-forward of the level 3 valuation financial instruments is as follows: Derivative Balance at September 30, 2017 $ - Initial Fair Value of derivative recorded as discount 85,000 Initial Fair Value of derivative recorded as expense 74,463 Reduction of derivative recorded as gain on extinguishment upon conversion (111,818 ) Reclassifications of Fair Value of Warrant from equity 261,484 Fair Value adjustments for the year (50,833 ) Balance at September 30, 2018 258,296 Charged to derivative expense on assignment and restatement of note 15,971 Classified as initial debt discount on assignment and restatement of note 62,500 Reduction of derivative recorded as gain on extinguishment upon conversions (78,471 ) Warrant exercises (partial) (138,430 ) Fair Value adjustment - warrants 9,355 Fair Value adjustments - convertible note (593 ) Balance at September 30, 2019 $ 128,628 The warrants were issued to a convertible note holder in November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision of the warrants took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with fair market value changes recognized in operations for each reporting date. The derivative liability associated with the warrants is $119,747 at September 30, 2019. (See Note 12). Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates. Accounts Receivable Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. Inventory Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. Property & Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Certain items classified as inventory during the second fiscal quarter of 2018 have been reclassified to Property and Equipment. These assets are fully operational drones used as demonstration units and were put into such use since acquisition. The units were all acquired during the year ended September 30, 2018 and each unit exceeds management’s threshold for capitalization of $2,000 for a single unit. The Company depreciates these demonstration units over a period of 3 years using an accelerated method. Depreciation expense was $11,280 and $9,659 in 2019 and 2018, respectively. Goodwill and Intangible Assets The Company’s goodwill and tradename assets are deemed to have indefinite lives and, accordingly, are not amortized, but are evaluated for impairment at least annually, but more often whenever changes in facts and circumstances occur which may indicate that the carrying value may not be recoverable. The customer list was initially deemed to have a life of 4 years and is being amortized through September 2020. Goodwill and intangible assets were determined to be impaired at September 30, 2019. (See Note 5.) Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value. Deferred Financing Costs All unamortized deferred financing costs related to the Company’s borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs Revenue Recognition Effective October 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606. The Company sells a variety of products to government entities. The purchase orders received specifies each item and its manufacturer; the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligations exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation. The Company sells drones and related products manufactured by third parties to various parties. The Company also offers technical services related to drone utilization. The Company began offering insulation jackets for commercial and government facilities to insulate and monitor heating and cooling equipment. Contracts for drone related products and services and insulating jacket related sales will be evaluated using the five step process outline above. There has been no material sales for drone products and services for which full compliance with performance obligations has not been met. Sales of insulation jackets have not yet commenced. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation ), Improvements to Employee Share-Based Payment Accounting As of October 1, 2018 the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date. Shipping and Handling Costs The Company has included freight-out as a component of cost of sales, which amounted to $72,665 and $90,869, net of customer freight receipts for the years ended September 30, 2019 and 2018, respectively. Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. Derivative Liabilities The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. Income Taxes The Company’s current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. The Company follows the accounting for uncertainty in income taxes guidance, which clarifies the accounting and disclosures for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company currently has no federal or state tax examinations in progress. As of September 30, 2019, the Company’s tax returns for the tax years 2019, 2018 and 2017 remain subject to audit, primarily by the Internal Revenue Service. The Company did not have material unrecognized tax benefits as of September 30, 2019 and 2018 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of provision for income taxes. Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of September 30, 2019, 17,755,000 options were outstanding of which 12,838,000 were exercisable, 1,198,270,750 warrants were outstanding and exercisable, and related party convertible debt and accrued interest totaling $1,083,900 was convertible into 11,162,895,729 shares of common stock. Additionally, as of September 30, 2019, the outstanding principal balance, including accrued interest of the third party convertible debt, totaled $6,693,064 and was convertible into 83,780,049,374 shares of common stock.It should be noted that contractually the limitations on the third party notes (and the related warrant) limit the number of shares converted to 12,756,564,012. The total dilutive potential shares of 96,158,970,853 exceed the number of common shares authorized and unissued. As of September 30, 2019 and 2018, potentially dilutive securities consisted of the following: September 30, September 30, Stock options 17,755,000 7,544,000 Warrants 1,198,270,750 69,578,947 Related party convertible debt and accrued interest 11,162,895,729 159,495,739 Third party convertible debt (including senior debt) 83,780,049,374 1,661,402,806 Total 96,158,970,853 1,898,021,492 Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of September 30, 2019, the Company did not report any segment information since the Company only generates sales from its subsidiary, Howco. Lease Accounting In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. The adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company has not entered into a lease covered by the new standard during the periods covered by this report. The warehouse and office facility in Vancouver, Washington lease was entered into in May 2017, and extends through May 30, 2020. The corporate office is an annual arrangement which provides for a single office in a shared office environment. The annual lease payments are not material for application of the new standard. The Company will evaluate any future leases or lease renewals for the impact of this new accounting standard on its consolidated financial position and results of operations. Recent Accounting Pronouncements The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 3 - ACCOUNTS RECEIVABLE The Company's accounts receivable at September 30, 2019 and 2018 is as follow: September 30, September 30, Accounts receivable $ 791,728 $ 1,615,582 Reserve for doubtful accounts - - $ 791,728 $ 1, 615,582 |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4 - INVENTORY At September 30, 2019 and 2018, inventory consists of finished goods and was valued at $118,558 and $533,106, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 - GOODWILL AND INTANGIBLE ASSETS The Company conducted its goodwill and its intangible assets impairment test as of September 30, 2019 and determined that an impairment existed as certain asset values are unsupported by the current and projected net income and cash flows of the component holding the goodwill and intangible assets, the Company's subsidiary, Howco. Accordingly an impairment charge of $3,420,624 was charged against the Goodwill, Trademark and Customer List assets and has been recognized as of September 30, 2019. At September 30, 2019 and 2018, the carrying amount of goodwill amounted to $0 and $2,410,335, respectively. At September 30, 2019 and 2018, the carrying amount of tradename amounted to $0 and $760,000, respectively. At September 30, 2019 and 2018, the carrying amount of intangible asset - customer list, net of amortization amounted to $0 and $515,285, respectively. |
Line of Credit - Bank
Line of Credit - Bank | 12 Months Ended |
Sep. 30, 2019 | |
Line of Credit Bank [Abstract] | |
LINE OF CREDIT - BANK | NOTE 6 - LINE OF CREDIT - BANK The Company has a revolving line of credit with a financial institution, which balance is due on demand and principal payments are due monthly at 1/60 th |
Settlements Payable
Settlements Payable | 12 Months Ended |
Sep. 30, 2019 | |
Settlements Payable [Abstract] | |
SETTLEMENTS PAYABLE | NOTE 7 - SETTLEMENTS PAYABLE On July 20, 2018, the Company entered into a settlement agreement with a collection agent for American Express relating to $127,056 of past due charges. The agreement provides for initial payment of $12,706, the monthly payments of $6,500 and final payment on January 27, 2020 of $3,850. The amount due at September 30, 2019, and 2018, was $42,850, and $101,350, respectively. Howco entered into an agreement with a vendor in February 2018 to make monthly payments of $70,000 including interest charges to liquidate $620,803 of past due invoices. The amount outstanding at September 30, 2018 was $59,905, and was fully paid during the year ended September 30, 2019. On November 27 2018 the Company reached an agreement and executed a related stipulation and payment terms agreement stemming from a legal action by the former Chief Strategy Officer for improper termination. The plaintiff agreed to accept $600,000 in payments. The first scheduled payment of $200,000 was made on December 20, 2018 in accordance with the settlement terms. Twelve monthly payments of approximately $33,333 are due starting on January 15, 2019 through December 15, 2019. The Company recorded $600,000 as accrued expense of which $500,000 was expensed during the fiscal year 2018. The balance at September 30, 2019 is $131,724, which includes expected employer payroll taxes due as payments are made. The total settlement payable balance of $174,574, reported on the balance sheet includes the American Express settlement of $42,850, and the balance due to the former Chief Strategy Officer and related expected payroll taxes of $131,724. At September 30, 2018, the balance was $161,255. |
Note Payable - Seller
Note Payable - Seller | 12 Months Ended |
Sep. 30, 2019 | |
Notes Payable - Seller [Abstract] | |
NOTE PAYABLE - SELLER | NOTE 8 - NOTE PAYABLE – SELLER In connection with the acquisition of Howco in September 2016, the Company issued a note payable in the amount of $900,000 to the sellers of Howco. The note matured on September 9, 2017 and bears interest at 5.50% per annum. The note requires payment of unpaid principal and interest upon maturity. The note is secured by all assets of Howco Distribution Co. and subordinated to the Senior Secured Credit Facility discussed below. The note is currently in default and the default interest rate is 8% per annum. At September 30, 2019 and September 30, 2018, accrued interest on this note amounted to $197,485 and $125,682, respectively. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | NOTE 9 - NOTES PAYABLE – RELATED PARTIES Convertible Notes The Company has an $840,000 convertible note payable (“Note 1”) to a related party entity controlled by the Company’s CEO. Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. The holder of Note 1 has the option to convert the outstanding principal and accrued interest, in whole or in part, into shares of common stock at a conversion price equal to the volume weighted average price per share of common stock for the 30-day period prior to conversion. As of September 30, 2019 and 2018, Note 1 has not been converted and the balance of the note was $688,444 and $688,444, and accrued interest was $174,232 and $125,968, respectively. This note is considered a stock settled debt in accordance with ASC 480 and the fixed monetary amount is equal to the principal amount based on the conversion formula. The Company has a convertible note payable (for an unspecified amount) with the Company’s CEO. This line of credit (“LoC”) bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017 the due date was extended to July 2, 2018 and then in July, 2018, the due date was extended to June 30, 2019, on December 23, 2018 the maturity date of the LoC was extended to September 23, 2024. The holder of the LoC has the option to convert the outstanding principal and accrued interest, in whole or in part, into shares of common stock at a conversion price equal to the volume weighted average price per share of common stock for the 30-day period prior to conversion. During the year ended September 30, 2018, the Company borrowed $670 and repaid $95,000. During the year ended September 30, 2019 the Company was advanced $221,950 and repaid $82,025, on this LoC. As of September 30, 2019 and 2018, the LoC has not been converted, the balance was $166,995 and $27,670, and accrued interest was $21,838 and $11,350, respectively. This LoC is considered a stock settled debt in accordance with ASC 480 and the fixed monetary amount is equal to the principal amount based on the conversion formula. On July 2, 2019, the Company issued a convertible note payable (“Note 2”) to the Company’s CEO for a $15,000, cash loan. The funds were paid directly to a vendor to the Company. The note matures on June 9, 2020, bears interest at 10% and may be converted to the Company’s common stock at 50% of the lowest closing bid in the 20 trading days prior to notification of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $15,000 with a charge to interest expense for the note. The note principal, put premium and interest balances are $15,000, $15,000 and $319 at September 30, 2019. On September 13, 2019, the Company issued a convertible note payable to an entity controlled by the Company’s CEO for a $17,000, cash loan. The note matures on June 9, 2020, bears interest at 10% and may be converted to the Company’s common stock at 50% of the lowest closing bid in the 20 trading days prior to notification of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $17,000 with a charge to interest expense for the notes. The note principal, put premium and interest balances are $17,000, $17,000 and $71 at September 30, 2019. Notes and Other Loans On December 20, 2018 the Company issued a promissory note to the CEO for a $400,000, cash loan. The note bears interest at 12% per annum, matures on January 7, 2024 and requires monthly payment of principal of $5,000 with a balloon payment at maturity. The principal and accrued interest balances were $367,500 (of which $90,000 is classified as a current liability, due with the next 12 months) and $34,969 as of September 30, 2019. On January 19, 2019 the Company issued a, promissory note to the CEO for a $200,000, cash loan. The note bears interest at 12% per annum, matures on September 23, 2021 and requires monthly payments of $2,500 principal. The outstanding principal and accrued interest are $195,000 (of which $45,000 is classified as a current liability, due with the next 12 months) and $13,032 at September 30, 2019. On July 1, 2019, the Company entered into a purchase order financing agreements with an entity controlled by the Company’s CEO (“Pike Falls”) for cash advances to Howco. The advances are to be for 100% of the face value of the purchase orders to be repaid with accounts receivable related to the sales of the products underlying the purchase orders. Pike Falls receives 4% of the purchase price for the first 45 days and .00086% per day thereafter on the unpaid balance. The principal balance was $69,391, at September 30, 2019 and is included in notes payable – related parties on the balance sheet. |
Convertible Notes Payable and A
Convertible Notes Payable and Advisory Fee Liabilities | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE AND ADVISORY FEE LIABILITIES | NOTE 10 - CONVERTIBLE NOTES PAYABLE AND ADVISORY FEE LIABILITIES Senior Secured Credit Facility Note On September 13, 2016, the Company entered into a senior secured credit facility note with an investment fund for the acquisition of Howco. The Company can borrow up to $6,500,000, subject to lender approval, with an initial convertible promissory note at closing of $3,500,000 (the “Note”). The Note bears interest at a rate of 18% per annum, required monthly payments of $52,500, which is interest only, starting on October 13, 2016 through February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on March 13, 2018. In the event of default the Note balance will bear interest at 25% per annum. In connection with this Agreement, the Company was obligated to pay additional advisory fees of $850,000 payable in the form of cash or common stock in accordance with the terms of the Agreement. The Company was also required to reserve 7,000,000 shares of common stock related to this transaction. The reserved shares will be released upon the satisfaction of the loan. As of September 30, 2019, and 2018, the Company had issued 539,204 shares of common stock in satisfaction of the $850,000 advisory fee in accordance with the terms of the agreement, such shares being issued in September 2016. The proceeds from the sale of the 539,204 shares were to be applied to the $850,000 advisory fee due. Based upon the value of the shares, at the time the lender sells the shares, the Company may be required to redeem unsold shares for the difference between the $850,000 and the lender’s sales proceeds. Accordingly, the $850,000 was reflected as a current liability through December 31, 2017. In January 2018, in connection with a settlement agreement (see below), the accrued advisory fee was reclassified to the principal balance of the replacement Convertible Note. Through the date of the settlement agreement and through September 30, 2018 and 2019, the lender had not reported any proceeds from the sale of these shares (see below). Prior to the settlement agreement in January 2018, notwithstanding anything contained in the Agreement to the contrary, in the event the Lender has not realized net proceeds from the sale of Advisory Fee Shares equal to at least the Advisory Fee by the earlier to occur of: (A) September 13, 2017; (B) the occurrence of an Event of Default; or (C) the Maturity Date, then at any time thereafter, the Lender shall have the right, upon written notice to the Borrower, to require that the Borrower redeem all Advisory Fee Shares then in Lender’s possession for cash equal to the Advisory Fee, less any cash proceeds received by the Lender from any previous sales of Advisory Fee Shares, if any within five (5) Business Days from the date the Lender delivers such redemption notice to the Borrower. The Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company’s common stock during the 5 business days immediately prior to the conversion date. At any time and from time to time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Company and the Holder, this Note may be, at the sole option of the Holder, convertible into shares of the Company’s common stock, in accordance with the terms and conditions of the Note Upon liquidation by the Holder of Conversion Shares issued pursuant to a conversion notice, provided that the Holder realizes a net amount from such liquidation equal to less than the conversion amount specified in the relevant conversion notice , the Company shall issue to the Holder additional shares of the Company’s common stock equal to: (i) the Conversion Amount specified in the relevant conversion notice; minus divided by Once a default occurs, the Note and the $850,000 advisory fee payable will be accounted for as stock settled debt at its fixed monetary value. On March 13, 2017 the Company defaulted on the monthly principal and interest payment of $298,341. Due to this default, as of June 30, 2017, the Company has accounted for the embedded conversion option as stock settled debt and recorded a debt premium of $617,647 with a charge to interest expense, and the interest rate increased to 25% (default rate). On March 28, 2017, the Company entered into an additional agreement with the above senior secured credit facility lender to receive a range of advisory services for a total of $1,200,000 with no definitive terms or length of service which was expensed in fiscal 2017 and had been recorded as an accrued liability – advisory fees through December 31, 2017. In connection with the settlement agreement discussed below, in January 2018, the advisory services fees payable were reclassified to the principal balance of the replacement Convertible Note. On January 3, 2018, the Company entered into a settlement agreement (the “Settlement Agreement”) and replacement note agreements with the investment fund related to a senior secured credit facility note dated September 13, 2016. On the effective date of the Settlement Agreement, all amounts owed to the investment fund aggregated $5,788,642 and consisted of a convertible promissory note of $3,500,000, accrued interest payable of $238,642, and accrued advisory fees payable of $2,050,000. On the effective date of the Settlement Agreement, the amount due of $5,788,642 was split and apportioned into two separate replacement notes (“Replacement Note A” and Note B”). Replacement Note A had a principal amount of $1,000,000 and Replacement Note B had a principal balance of $4,788,642, both of which remained secured by the original security , pledge and guarantee agreements; and other applicable loan documents, and bear interest at 18% per annum. The default was not waived by this settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642 for accrued interest and advisory fees payable that were capitalized as note principal. The interest rate was amended to 12% effective June 12, 2018. The Credit Agreement was amended such that the maturity date was extended to January 13, 2019 (the “Extended Maturity Date”) for replacement Note B, while the Note A maturity date remained at March 13, 2018 but was due as of March 2017 due to the principal and interest payment default discussed above. Notwithstanding anything contained in this Agreement to the contrary, all obligations owing by the Company and all other Credit Parties under the Credit Agreement, First Replacement Note B, and all other Loan Documents shall be paid in full by the Extended Maturity Date as follows: $52,500 per month from January 13, 2018 to December 13, 2018 and the remaining principal and accrued interest on January 13, 2019. Interest payments made since the amendment have totaled $323,440 and are therefore not in accord with that amendment. However, TCA has received payments under the 3(a)(10) settlement (below) totaling $308,100 during the year ended September 30, 2018, and another $270,320, during the year ended September 30, 2019. The principal balance was $4,788,642 at September 30, 2018. On October 30, 2018, TCA the Company’s senior lender amended its credit facility which had been restructured in January 2018 when fees for advisory and other matters along with accrued but unpaid interest were capitalized and separated into two notes, Note A having $1,000,000 principal and Note B having $4,788,642 both having the same maturity terms, interest rates and conversion rights. Under the current amendment total amounts outstanding under the notes along with accrued interest of $537,643 has been capitalized with the principal amount due of $6,018,192, $5,326,285 for Note B and $691,907 for Note A. The restated note has the same conversion price discount and therefore continues to be stock settled debt under ASC 480, an additional $94,878 was charged to interest with a credit to debt premium. The restated note accrues interest on the principal balance at 12% per annum, includes amortization to the new maturity of December 15, 2020. The amortization payments credited toward the principal amount and accrued interest vary and include payments made under the 3(a)(10) settlement agreement with a third party related to Note A. Economically the total principal and accrued interest outstanding remain unchanged as reported in the consolidated balance sheet. All other terms including conversion rights and a make-whole provision in the case of a conversion shortfall remain the same as stated in the footnotes above. At September 30, 2019 the principal of the Note B portion was $5,326,285, accrued interest was $460,095 and the Note A principal subject to the 3(a)(10) court order was $421,587. During the year ended September 30, 2019, the Company paid $155,000, in interest and Livingston Asset Management (under the 3(a)(10) settlement) paid $270,320 to TCA. On September 6, 2019, the Company received a default notice on its payment obligations under the senior secured credit facility agreement from TCA. The Company has proposed a number of solutions including refinancing the debt with other parties. The default was declared due to non-payment of monthly scheduled amortization (principal and interest). TCA holds security interests in all assets of the Company including its subsidiary Howco. On November 15, 2017, the Company executed a Liability Purchase Term Sheet with Livingston Asset Management (“Livingston”) under which Livingston agreed to purchase up to $10,000,000 that the Company owes to its creditors through direct purchase of the debts from the Company’s creditors in return for a convertible note issued by the Company in the principal amount of $50,000 bearing interest of 10% per year to cover certain legal fees and other expenses of Livingston. The note matures in six months and is convertible into shares of our common stock at a 30% reduction off the lowest closing bid price for 20 trading days prior to the date of conversion. Livingston has the right to retain 30% of any negotiated reduction off the face amount of the liability the Company owes to such creditors. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $21,428 with a charge to interest expense. The note and accrued interest were fully converted as of September 30, 2018 for 18,162,608 common shares. Debt premium of $21,428 was charged to additional paid in capital. On January 30, 2018 pursuant to the Liability Purchase Term Sheet, the TCA Replacement Note A in the principal amount of $1,000,000 was purchased by Livingston Asset Management LLC (“Livingston”) from the original lender. Principal of Replacement Note A is due to Livingston with all then accrued but unpaid interest due to the original lender. In accordance with the terms of the Settlement Agreement, the Court was advised of Company’s intention to rely upon the exception to registration set forth in Section 3(a)(l0) of the Securities Act to support the issuance of its common shares and the Court held a fairness hearing regarding the issuance on March 12, 2018. Following entry of an Order by the Court which occurred on March 12, 2018, in settlement of the claims, the Company shall issue and deliver to Livingston shares of its common stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth in the Settlement Agreement, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. The Company will issue free trading shares of its common stock under section 3(a)(10) of the Securities Act to Livingston in the amount of such judgment in a series of tranches so that Livingston will not own more than 9.99% of our outstanding shares per tranche. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by Livingston is equal to approximately $1,666,667 which is based on a discount of 40%. As of September 30, 2019, there have been seventeen issuances under section 3(a)(10) of the Securities Act totaling 1,374,885,000 shares; 1,273,261,000 in 2019, and 101,624,000 in 2018, which have been recorded at par value with an equal charge to additional paid-in capital. The value originally recorded as a liability remains in the convertible note balance, until these shares have been sold and reported to the Company by the lender as part of the Make-Whole provision at which time the proceeds value of such shares are reclassified to additional paid-in capital. During the year ended September 30, 2019, proceeds of $270,320 were remitted to TCA by Livingston and applied to reduce the liability with corresponding credits to additional paid in capital. $180,618 of debt premium was credited to additional paid in capital in conjunction with the payments to TCA. At September 30, 2019 the balance of $421,587 along with related debt premium of $281,054 are included in convertible notes payable on the balance sheet. On March 7, 2018 the Company entered into a placement agent and advisory agreement with Scottsdale Capital Advisors in connection with the Livingston liability purchase term sheet executed on November 15, 2017. The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company’s common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. The note has not been converted and the principal balance is $15,000, at both September 30, 2018 and 2019, with $2,789, and $1,281, of accrued interest at September 30, 2019 and 2018, respectively. Other Convertible Debt In July 2017, the FASB issued Accounting Standards Update No. 2017-11 Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815) (“ASU 2017-11”), which changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. ASU 2017-11 also clarifies existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, ASU 2017-11 requires entities that present earnings per share (EPS) in accordance with ASC Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For the Company, ASU 2017-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard on October 1, 2017. On October 5, 2017, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) under which the Company received $78,500, net of $21,500 in fees and expenses to be recorded as a debt discount and amortized to interest expense over the Note term, in return for issuing a convertible promissory note (the “Note”) in the principal amount of $100,000. Power Up received a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than $150,000. The Note bears interest at 10% per annum and has a maturity date of July 15, 2018. The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of the Company’s common stock at a discount of 35% of the average of the two lowest closing bid prices of Drone USA’s common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of the issued and outstanding shares of the Company’s common stock. The Note is subject to customary default provisions, including a cross default provision. The Company’s CEO entered into a confession of judgment in the principal amount of the Note. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $53,846 with a charge to interest expense. The note and all accrued interest were fully converted into common shares as of June 19, 2018. The note holder’s legal counsel has returned the note marked as paid. The debt premium was recognized as $53,846 as additional paid in capital. On November 9, 2017, the Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge Partners, LLC (“Crown Bridge”) under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. Under the terms of the note Crown Bridge was to receive “right of first refusal” for any subsequent loans or notes to fund the Company. The Company violated this covenant when funding was received from other sources without offering Crown Bridge the opportunity to participate. On December 20, 2017 the Company cured this covenant violation by issuing 200,000 additional warrants have the same exercise price and terms of the original warrants. The warrants have full ratchet price protection and cashless exercise rights. The convertible note (the “Note”) issued to Crown Bridge in the principal amount of $105,000, has an original issue discount of $10,500 and issue costs of $19,000 both of which are recorded as debt discount along with the warrant relative fair value of $12,507 for the original 100,000 warrants and $31,529 for the penalty warrants to be amortized over the twelve month term of this tranche, bears interest of 10% (12% default rate) per annum, and has a maturity date of 12 months from the date of each tranche of payments under the Note with future tranches being at the discretion of Crown Bridge. The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company’s common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company’s common stock is less than $0.05 per share and no shares of the Company’s common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company’s common stock and the conversion shares contain piggy-back registration rights. The Note is subject to customary default provisions including an event of default if the bid price of the Company’s common stock is less than its par value of $.0001 per share. The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. As of September 30, 2018 the note holder fully converted principal and accrued interest into common shares. The debt premium on stock settled debt was fully recognized as additional paid in capital. On November 28, 2017, the Company received a payment of $84,000, net of issue costs of $23,500 which was recorded as a debt discount and is being amortized to interest expense over the Note term, under the terms of a Securities Purchase Agreement dated November 20, 2017, with Labrys Fund, LP (“Labrys”) under which Drone USA issued to Labrys (i) a convertible note (the “Note”) in the principal amount of $107,500 that bears interest of 10% (24% default rate) per annum and (ii) 335,938 shares of the Company’s common stock as a commitment fee which were to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of November 20, 2017. Pursuant to ASC 260, as of December 31, 2017, the 335,938 contingent shares issued under the Financial Consulting Agreement are not considered outstanding and are not included in basic net loss per share or as potentially dilutive shares in calculating the diluted EPS. The Note has a maturity date of August 28, 2018 and a conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company’s common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the date of conversion. The conversion rate is further reduced if the Company enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back period for determining the conversion rate and under certain other enumerated events, including if the conversion price is less than $.01 per share or if the Company loses the “bid” price for its common stock ($0.0001 on the “ask” with zero market makers on the “bid” per Level 2 and/or a market such as OTC Pink). In addition, if the Company issues any shares of its common stock at less than the conversion price Labrys is entitled to full ratchet anti-dilution in such event. No shares of the Company’s common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of the Company’s common stock unless Labrys agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). Initially, the Company must instruct its transfer agent to reserve 6,198,049 shares of its common stock. The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the “bid” price for its common stock ($0.0001 on the “ask” with zero market makers on the “bid” per Level 2 and/or a market such as OTC Pink) and a $15,000 penalty if not paid by the maturity date. The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. In November 2017, the Company accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $57,885 with a charge to interest expense. On February 7, 2018 the Company amended the terms to the Note whereby Labrys waiving certain existing events of default on the Note and in return will no longer be required, under any circumstances, to return the commitment shares back to the Company’s treasury. The Company was under default for failing to maintain a market capitalization of at least $5,000,000 on any trading day. The 335,938 commitment shares were considered issued in February 2018 which was recorded as interest and financing costs at the then market close price of $0.09 per share for a value of $30,234. The note holder (Labrys) converted principal of $73,233 and accrued interest of $7,841 during the year ended September 30, 2018. The Company recognized $15,000 of default charges (technical defaults under note terms) as an addition to the principal amount with a corresponding charge to debt discount. Additionally, the Company increased debt premium by $8,077 with a charge to interest expense in conjunction with the principal increase. The principal and accrued interest balance of $49,267 was assigned (under the original terms and conditions) to GHS Investments LLC (“GHS”) on July 13, 2018 and all principal and interest was converted into common stock by GHS during the year ended September 30, 2018. On December 7, 2017, the Company received a payment of $79,000, net of an original issue discount of $5,800 and issue costs of $20,200 fees which was recorded as a debt discount which is being amortized into interest expense over the Note term, under the terms of a Securities Purchase Agreement dated November 21, 2017, with EMA Financial, LLC (“EMA Financial”) under which the Company issued to EMA Financial a convertible note (the “Note”) in the principal amount of $105,000 that bears interest of 10% (24% default rate) per annum. The Note has a maturity date of December 7, 2018 and has a conversion rate for any unpaid principal and interest at a conversion price which is the lower of (i) the closing sales price of the Company’s common stock on the trading day immediately preceding the date of funding and (ii) a 35% discount to (a) the lowest sales price of the shares of the Company’s common stock within a 20 day trading period including and immediately preceding the conversion date or (b) the lowest bid price on the conversion date, whichever is lower, and the conversion shares contain piggy-back registration rights. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.095 in which case the conversion rate is a 50% discount under the terms set forth above. No shares of the Company’s common stock can be issued to the extent EMA Financial would own more than 4.99% of the outstanding shares of the Company’s common stock. The Company also is required at all times to have authorized and reserved eight times the number of shares that is actually issuable upon full conversion or adjustment of the Note (based on the conversion price of the Note in effect from time to time) and initially must instruct its transfer agent to reserve 6,802,000 shares of common stock in the name of EMA Financial for issuance upon conversion. The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the “bid” price for its common stock ($0.0001 on the “ask” with zero market makers on the “bid” per Level 2 and/or a market such as OTC Pink). The Company is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest if paid within 90 days after the issue date and 150% thereafter. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Binomial valuation model. At the end of each period, the Company revalued the embedded conversion option and warrants derivative liabilities. In connection with this Note, on the initial measurement date of December 7, 2017, the fair values of the embedded conversion option derivative of $149,028 was recorded as derivative liabilities, $70,028 was charged to current period operations as initial derivative expense, and $79,000 was recorded as a debt discount and is being amortized into interest expense over the term of this Note. At each reporting date during the year ended September 30, 2018, the Company revalued the embedded conversion option derivative liability. During the year ended September 30, 2018 the Company had fully relieved the derivative liability as part of the gain (loss) in debt extinguishment in conjunction with the full conversion of the note into common stock. A number of terms included in the Securities Purchase Agreement and Note issued subsequently (see paragraph below) were more favorable than the terms granted to EMA Financial under its Securities Purchase Agreement and the EMA Note. Accordingly, on December 31, 2017, EMA Financial notified the Company that pursuant to the EMA Securities Purchase Agreement that the EMA Note was automatically amended by increasing (i) the annual interest rate to 12% percent and (ii) the Original Issue Discount by $3,650. EMA fully converted all principal, default charges ($3,650) and accrued interest into common shares during 2018 and surrendered the note. The Company recognized $239,444 of losses on debt extinguishment during July 2018 as a result of the fair market value of the shares issued exceeding the recorded amount of the derivative liability discussed above. On December 13, 2017, the Company received a payment of $60,000, net of original issue discount fees of $7,500 and $15,000 of issue costs recorded as debt discounts and amortized to interest expense over the Note term under the terms of a Securities Purchase Agreement dated December 8, 2017, with Morningview Financial, LLC (“Morningview Financial”) under which the Company issued to Morningview Financial a convertible note (the “Note”) in the principal amount of $82,500 that bears interest of 12% (18% default rate) per annum. The Note has a maturity date of 12 months and a conversion rate for any unpaid principal and interest and a conversion price which is a 35% discount to the lowest sales price of the shares of the Company’s common stock within a 20-day trading period including and immediately preceding the conversion date. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.05 in which case the conversion rate is a 45% discount under the terms set forth above. No shares of the Company’s common stock can be issued to the extent Morningview Financial would own more than 4.99% of the outstanding shares of the Company’s common stock. The Company also is required at all times to have authorized and reserved eight times the number of shares that is actually issuable upon full conversion or adjustment of the Note (based on the conversion price of the Note in effect from time to time). The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company’s Trading Price as that term is defined in the Note is less than $.0001 or if a money judgment, writ or similar process shall be entered or filed against the Company or any of its subsidiaries for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of 20 days unless otherwise consented to by the holder of the Note. Additionally, upon default and default notice by the lender, the amount immediately due shall be increased to 150% or 200% of the outstanding principal and interest due depending upon the default provisions, plus default interest. The Company is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest. The Company has accounted for the convertible promissory note as stock settle |
Loans and Notes Payable
Loans and Notes Payable | 12 Months Ended |
Sep. 30, 2019 | |
Notes and Loans Payable [Abstract] | |
LOANS AND NOTES PAYABLE | NOTE 11 - LOANS AND NOTES PAYABLE On October 19, 2017, the Company entered into a loan agreement with a third party entity under which the Company received approximately $232,500, net of fees and expenses of $17,500 recorded as debt discounts and amortized to interest expense over the Note term, in return for issuing a promissory note (the "Note") in the principal amount of $250,000. The Note bears interest at 12% (18% default rate) per annum and has a maturity date of April 20, 2018. The Note may be prepaid in full or in part with additional premium or penalty. The Note is secured by certain assets of the Company's CEO, certain assets of Howco and all of the assets of Drone USA as a junior security interest to the first secured interest of the senior lender. Additionally, the loan is guaranteed by the Company's CEO. For the year ended September 30, 2018, amortization of debt discount amounted to $17,500. On April 20, 2018, the note matured and all principal and unpaid interest was due immediately. The Company has obtained an amendment from the lender changing the maturity to October 20, 2018. This loan went into default after October 20, 2018. The Company paid a fee of $10,000 related to the amendment which has been recorded as financing expense. On September 4, 2018 Porta Pellex, the holder of the note above, sold and assigned 50% of the face amount to Trillium Partners LP and World Market Ventures LLC. Following the assignment, Port Pellex held $125,000, which is the balance at September 30, 2018, and Trillium Partners LP and World Market Ventures each held $62,500 in principal. The assigned notes were restated with a 50% conversion discount from the lowest bid price of the common stock in the 20 days immediately preceding the conversion notice date. The modification was treated as debt extinguishment, for which no gain or loss was incurred. The modified note was treated as stock settled debt in accordance with ASC 480 and $62,500 was recorded as put premium with a charge to interest expense for each ($125,000 total put premium) of the assigned and restated notes. Trillium Partners LP converted $1,095 in fees, all , of $62,500, and $6,781 of interest into 35,187,910 common shares on September 19, 2018 at the conversion price of $0.002. The $62,500 of put premium was credited to additional paid in capital in conjunction with the conversion. World Market Ventures LLC converted principal of $61,481 and $6,657 of interest into 34,500,000 common shares on September 19, 2018 at the conversion price of $0.001975. The $61,481 of put premium was credited to additional paid in capital in conjunction with the conversion. The remaining $1,020 of principal and $1,020 of put premium are included in the convertible notes at September 30, 2019. On October 17, 2018 Porta Pellex assigned $62,500 of the principal balance of its note to Trillium Partners LP along with $7,500 of accrued interest, leaving an unpaid balance of $62,500 plus accrued interest on Porta Pellex's original note. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. This modification was treated as a debt extinguishment. The modified note was treated as stock settled debt in accordance with ASC 480 and $62,500 was recorded as put premium with a charge to interest expense for the assigned and restated note. The Trillium Partners LP note principal and accrued interest was fully converted into 115,668,621 shares of common stock by November 27, 2018. On October 23, 2018 Porta Pellex assigned $62,500 of the remaining principal balance of its note to Jefferson Street Capital LLC along with $7,500 of accrued interest. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at the lower of: 50% discount to the lowest bid price over the 20 trading days prior to conversion notification; or 50% of the lowest bid price during the 20 trading days prior to the closing date of the related assignment. This modification was treated as a debt extinguishment. In connection with the issuance of this Note, the Company determined that the terms of the modified Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, "Derivatives and Hedging – Contracts in an Entity's Own Stock", the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of assignment and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Binomial valuation model. In connection with this Note, on the initial measurement date of October 23, 2018, the fair values of the embedded conversion option derivative of $78,471 was recorded as derivative liabilities, $15,971 was charged to operations on the modification date as initial derivative expense, and $62,500 was recorded as a debt discount and is being amortized into interest expense over the expected holding period of the restated note. The Jefferson Street Capital LLLC note principal and accrued interest was fully converted into 128,619,959 shares of common stock by December 5, 2018. A net loss on debt extinguishment of $14,057 was recorded during the year ended September 30, 2019. On August 15, 2019, the Company entered into a lending arrangement with Fora Business Loans, LLC for financing at Howco with Bantek as co-borrower, with a principal amount of $210,000. Howco received $146,250, in cash, $3,750 was charged to expenses and $60,000 was charged to original issue discount to be amortized over the life of the arrangement. Under the terms of the agreement Fora receives 245 payments of $854, for each business day followed by a final payment of $853. The lending agreement includes security interests in Howco assets and a personal guarantee from the CEO of the Company. The principal balance is $184,390 at September 30, 2019. On September 18, 2019, the Company entered into a sale of future revenues arrangement with PIRS Capital, LLC for Howco with a purchase amount of $195,840. Howco received $149,541, as the purchase price in cash, $3,459 was charged to expenses and $42,840 was recorded as original issue discount to be amortized over the life of the arrangement. Under the terms of the agreement PIRS receives 172 payments of $1,139, for each business day to be repaid from the accounts receivable related to the future revenues:. The lending agreement includes security interests in Howco assets and a personal guarantee from the CEO of the Company. This sale of future revenues is treated as debt and the principal balance is $187,870 at September 30, 2019. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 12 - STOCKHOLDERS’ DEFICIT Preferred Stock As of September 30, 2019, the Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock, with designations, voting, and other rights and preferences to be determined by the Board of Directors of which 4,999,750 remain available for designation and issuance. As of September 30, 2019 and September 30, 2018, the Company has designated 250 shares of $0.0001 par value Series A preferred stock, of which 250 shares are issued and outstanding. These preferred shares have voting rights per shareholder equal to the total number of issued and outstanding shares of common stock divided by 0.99. Common Stock On April 17, 2018 the Company’s shareholders approved an increase in authorized common stock to 1,500,000,000 from 200,000,000, which became effective upon the filing of an amendment to the articles of incorporation with the State of Delaware on April 24, 2018. On January 30, 2019 the Company’s shareholders approved an increase in authorized common stock to 6,000,000,000 from 1,500,000,000, which became effective February 24, 2019. As of September 30, 2019 and September 30, 2018 there were 3,255,346,130 and 767,160,077 shares outstanding, respectively. On August 6, 2019, the Company filed amendments with the Secretary of the State of Delaware, amending its articles of incorporation to execute a reverse stock split of 1 share for every 1,000 shares outstanding, and changing its name to Bantec, Inc. The name change and the stock split are pending approval by FINRA. Stock Incentive Plan The Company established its 2016 Stock Incentive Plan (the “Plan”) that permits the granting of incentive stock options and other common stock awards. The maximum number of shares available under the Plan is 100,000,000 shares. The Plan is open to all employees, officers, directors, and non-employees of the Company. Options granted under the Plan will terminate and may no longer be exercised (i) immediately upon termination of an employee or consultant for cause or (ii) one year after termination of employment, but not later than the remaining term of the option. As of September 30, 2019, 82,245,000 awards remain available for grant under the Plan. Common Stock Issued for Employee Compensation On July 15, 2018 the Company issued 2,000,000 common shares to Matthew Wiles, Vice President of Business Operations at Howco. The shares were valued based on the market price of $0.00747 per share on the date of the grant at $14,940, and the shares vest on August 6, 2018. The shares were issued as compensation for his pending Board of Directors membership. The value of the shares was expensed as director fees on August 6, 2018, since they vested. Under the terms of the January 4, 2019 compensation agreement with the CFO, the Company was to issue 100,000 shares each month to the CFO. On March 13, 2019, the Company was obligated to, and issued 200,000 shares valued at the grant date quoted stock price of $.001, for total of $200, charged to compensation expenses. On June 10, 2019, 1,500,000 common shares were issued to the CFO. The shares were valued at the issue date quoted stock price of $.0003. The shares issued covered shares owed in conjunction with the compensation agreement (300,000 shares) and 1,200,000 shares issued as severance compensation. $450 was charged to compensation expenses. Shares Issued for non-employee Services On April 1, 2018, the Company entered into a one year oral management consulting agreement with an individual. In connection with this agreement, the Company issued 4,000,000, common shares to the consultant. Such shares were valued on the vesting dates of April 1, 2018, at $296,000, or $0.074 per share based on the quoted trading price. In connection with these shares, the Company has recorded prepaid professional fees of $295,600 to be recognized monthly as expense over the one-year term. The prepaid expense of $147,800 at September 30, 2018 was fully amortized at September 30, 2019. On June 19, 2018, Tysadco Partners was issued 533,333, shares of restricted common stock for services under a one-year agreement. 400,000, shares were issued as the “retainer”, to be vested in four equal installments beginning on the effective date of the agreement and 60, 120 and 180 days following the effective date. The remaining 133,333, shares were issued for the monthly compensation arrangement. The related charges will be measured on the vesting dates at fair value and recognized in Professional Fees (expense) pro rata over the service term. Unamortized prepaid expenses amounted to $0, and $7,539, at September 30, 2019 and 2018, respectively. On July 12, 2018, 150,000, vested common shares were issued to a consultant. The shares were valued at the market price of $0.0083 per share on the day of the grant. The value of $1,245, was charged to professional fees on issuance. On July 12, 2018, 1,500,000, vested common shares were issued to a financial advisory consultant. The shares were valued at the market price of $.0083 per share on the day of the grant. The value of $12,450, was charged to professional fees on issuance. On July 12, 2018, 150,000, vested common shares were issued to a consultant. The shares were valued at the market price of $0.0083 per share on the day of the grant. The value of $1,245, was charged to professional fees on the date on issuance. On August 6, 2018, 125,000, vested common shares were issued to a consultant. The shares were valued at the market price of $0.0096 per share on the day of the grant. The value of $1,318, was charged to professional fees on issuance. On September 24, 2018, 2,387,302, common shares were issued to Tysadco Partners for the Company’s investor relations firm as per the agreement for monthly payments in shares of $4,000, per month totaling $16,000, which was fully recognized as expense as of September 30, 2018. On March 1, 2019, under the Company’s March 1, 2019, agreement with its technology support provider the Company is to issue common shares equal to $1,500 every month. The Company recognized the expense of $1,500, and authorized the issuance of 1,666,667, shares to the vendor as of March 31, 2019. On March 31, 2019, 10,000,000, common shares were issued to Tysadco Partners for the Company’s investor relations firm as per the agreement for monthly payments in common shares of $4,000 per month totaling $16,000, which was fully recognized as expense as of March 31, 2019. The issuance settled the amounts due for October 20, 2018 through February 20, 2019. On May 3, 2019, the Company issued 8,000,000, common shares to its technology support provider, for services for April and May 2019. The shares were valued at $.000375, and $3,000, was charged to expense. On June 10, 2019, the Company issued 1,191,667, common shares to a consultant. The shares were valued at $.0003 per share, and $358, was charged to expense. On August 28, 2019, the Company issued 15,287,500, common shares to an attorney for services. The shares were valued at the stock price on the date the shares were issued at $.0001, and $684, was charged to professional fees. On September 30, 2019, the Company approved the issuance of 240,000,000, restricted common shares to Tysadco Partners for the prior six months investor relation services. The shares were valued at $.0001 and $24,000, was charged to professional fees. On September 30, 2019, the Company approved the issuance of 32,500,000, restricted common shares to an individual for the prior four months of technology support services. The shares were valued at $.00018 and $6,000, was charged to professional fees. All shares issued to employees and non-employees are valued at the quoted trading prices on the respective grant dates. Shares Issued for Settlement On August 27, 2018, the Company settled outstanding accounts payable with a vendor by issuing 2,307,693, common shares. On September 27, 2018, the Company agreed to issue 2,692,307 shares for a total of 5,000,000 shares to settle the payable balance of $15,000. These shares were valued at the market price of $0.0058 and $0.004 on the grant date and settlement date respectively, resulting in a loss on settlement of $9,154. Shares Issued for debt issuance costs On November 28, 2017, pursuant to a Securities Purchase Agreement and Convertible Note Agreement with Labrys (see Note 10), the Company considered issued to Labrys 335,938, shares of the Company’s common stock, as a commitment fee which was to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of November 20, 2017. Prior to the February 7, 2018 amendment discussed below, pursuant to ASC 260 the 335,938, shares were considered contingent shares and not considered outstanding and not accounted for due to the contingency. On February 7, 2018, the Company amended the terms of the convertible note dated November 28, 2017 whereby the holder waives all existing events of default to date and in return shall no longer be required to return, under any circumstances, the commitment shares back to the Company’s treasury. On February 16, 2018, the Company issued the 335,938, shares at the then market close price of $0.09 per share for a value of $30,234, which was expensed. On February 16, 2018, pursuant to a Securities Purchase Agreement and Convertible Note Agreement with Labrys (see Note 10), the Company issued to Labrys 421,238, shares of the Company’s common stock, as a commitment fee which was to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of December 26, 2017. Prior to the February 7, 2018, amendment discussed below, pursuant to ASC 260 the 421,238 shares were considered contingent shares and not considered outstanding and not accounted for due to the contingency. On February 7, 2018, the Company amended the terms to the convertible note dated December 26, 2017 whereby the holder waives all existing events of default to date and in return shall no longer be required to return, under any circumstances, the commitment shares back to the Company’s treasury. On February 16, 2018, the Company issued the 421,238, shares at the then market close price of $0.09 per share for a value of $37,911, which was expensed. Shares Issued Under 3(a)(10) The Company issued common shares to Livingston Asset Management, pursuant to its senior secured creditor’s (TCA) Replacement Note A and the related 3(a)(10) settlement (see Note 10). Between March 14, 2018 and October 29, 2018, 101,624,000 common shares were issued by the Company and sold by Livingston, with 71,624,000 shares issued and sold through September 30, 2018, and the remaining 30,000,000 issued as of September 30, 2018 and sold as of November 22, 2018. The shares of the Company’s common stock issued under section 3(a)(10) of the Securities Act, have been initially recorded at par value with an equal charge to additional paid-in capital and proceeds of $308,100 and pro rata note premium of $204,989 totaling $513,089 have been recorded as equity relating to these issued shares as of September 30, 2018. Between February 4, 2019 and September 30, 2019, 1,273,261,000 common shares were issued to Livingston of which 220,238,995 shares remained under Livingston’s control as of September 30, 2019. The issuances totaling $127,328 were credited to common stock with the same amount charged to additional paid in capital until remitted to TCA (see below). Refer to note 18. Common Stock Sold for Settlement Payment of 3(a)(10) On November 22, 2018 Livingston Asset Management finalized sale of 30,000,000 shares of common stock and remitted a payment to TCA for $45,320 in partial settlement of TCA Note A under the terms of the 3(a)(10) agreement. The liability was reduced by $45,320. The principal reduction of $45,320 and related debt premium of $30,618 were recorded as additional paid in capital. Between February 4, 2019 and March 27, 2019, 645,728,000 shares were sold and settled. Livingston remitted payments of $225,000, in partial settlement of the TCA Note A, under the 3(a)(10) arrangement. The liability was reduced by $225,000; the principal reduction of $225,000 and the related debt premium of $150,000 were recorded as additional paid in capital. In total $270,320, was remitted to TCA reducing the related note from $691,907 to $421,587 during the year ended September 30, 2019 and $180,618 was charged to debt premium reducing the balance to $281,054 at September 30, 2019. Shares Issued for Warrant Exercise On October 17, 2018, Crown Bridge Partners was issued 35,420,168, common shares at $.0072, in a cashless exchange for 39,990,513, warrants surrendered. $68,232, was recorded as equity and derivative liabilities were reduced by the same amount. On January 4, 2019, Crown Bridge Partners was issued 52,100,526, common shares at $.0002235, in a cashless exchange for 58,230,000, warrants surrendered. $28,892, was recorded as equity and derivative liabilities were reduced by the same amount. On February 6, 2019, Crown Bridge Partners was issued 60,611,842 common shares at $.0006815, in a cashless exchange for 69,375,000, warrants surrendered. $41,307, was recorded as equity and derivative liabilities were reduced by the same amount. In total $138,430, was reclassified from derivative liability to additional paid in capital. Shares Issued for Conversion of Convertible Notes During the year ended September 30, 2018 the Company issued 605,808,574, common shares to convertible note holders upon contractual conversion of principal, default charges and accrued interest totaling $1,537,184. The credit to equity of $2,135,815, includes the fair value of shares issued upon conversion of convertible notes with embedded conversion option derivatives and the reclassification of debt premiums on convertible notes treated as stock settled debt. Between November 1, 2018, and December 5, 2018 Jefferson Street Capital was issued 128,619,959, common shares for conversion of principal related to the Porta Pellex note assignment and restatement (See Note 11). The note was converted at contractual rates and the shares issued had aggregate fair values on the conversion dates of $166,929. The note principal of $62,500, interest due of $7,500, and fees of $4,400, were fully liquidated as a result of the conversions. Derivative liabilities of $78,471 were reclassified to additional paid in capital, debt discount of $62,500 was amortized to interest expense and loss on debt extinguishment of $14,057 was recorded. Between November 6, 2018, and November 27, 2018 Trillium Partners LP was issued 115,668,621, common shares for conversion of $62,500, principal related to the Porta Pellex note assignment and restatement (See Note 11). The note principal of $62,500, accrued interest or $7,500, and fees of $2,290 were fully liquidated as a result of the conversions. The note was converted at contractual rates. Debt premiums of $62,500 were recorded as additional paid in capital. On January 8, 2019, Livingston Asset Management, LLC converted $9,500, of principal, $682, of accrued interest and $1,145, in fees for the fee note issued June 1, 2018, for 45,306,040, common shares at the contractual price of $0.00025. $9,500, was reclassified from debt premium to additional paid in capital at conversion. The unliquidated balance of the fee note was $3,000, following the conversion. On January 18, 2019, Livingston Asset Management converted $3,000, of the remaining principal balance, $24, of accrued interest and $1,145, in fees for the fee note issued June 1, 2018, and $12,500, of principal, $678, of accrued interest and $1,145, in fees from the fee note issued July 1, 2018, for total of 73,967,680, shares of common stock at the contracted price of $0.00025. $15,500, was reclassified from debt premium to additional paid in capital at conversion. The notes were fully liquidated following the conversions. On February 11, 2019, Livingston Asset Management converted $12,500, of principal, $654, of accrued interest and $1,145, in fees from the fee note issued August 1, 2018, for 47,663,700, common shares at the contracted price of $0.0003. $12,500, was reclassified from debt premium to additional paid in capital at conversion. On March 18, 2019, Livingston Asset Management converted $12,500, of principal, $640, of accrued interest and $1,145, in fees from the fee note issued September 1, 2018, for 47,618,033, common shares at the contracted price of $0.0003. $12,500, was reclassified from debt premium to additional paid in capital at conversion. For the Livingston Asset Management LLC conversions noted above from January 8, 2019 to March 18, 2019, total debt, interest and fees were $58,403, and related debt premium of $50,000, resulted in credits to equity of $108,403. On April 3, 2019, Livingston Asset Management converted $12,500, of principal, $627, of accrued interest and $1,250, in fees from the fee note issued October 1, 2018, for 71,883,550, common shares at the contracted price of $0.0002. $12,500, was reclassified from debt premium to additional paid in capital at conversion. On June 19, 2019, Livingston Asset Management converted $12,500, of principal, $757, of accrued interest and $1,250, in fees from the fee note issued November 1, 2018, for 145,068,500, common shares at the contracted price of $0.0001. $12,500, was reclassified from debt premium to additional paid in capital at conversion. On June 25, 2019, Livingston Asset Management converted $2,125, of principal, $658, of accrued interest and $1,250, in fees from the fee note issued November 1, 2018, for 80,650,600, common shares at the contracted price of $0.0001. The remaining principal balance was $10,375, as of September 30, 2019. $2,125, was reclassified from debt premium to additional paid in capital at conversion. Stock Options The Company recognizes compensation cost for unvested stock-based incentive awards on a straight-line basis over the requisite service period. There were no options granted under the 2016 Stock Incentive Plan for the years ended September 30, 2019 and 2018. For the year ended September 30, 2019 and 2018, the Company recorded $265,113 and $137,969 of compensation and consulting expense related to stock options, respectively. Total unrecognized compensation and consulting expense related to unvested stock options at September 30, 2019 amounted to $353,265. The weighted average period over which share-based compensation expense related to these options will be recognized is approximately 2 years. For the years ended September, 2019 and 2018, a summary of the Company’s stock options activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2017 44,351,200 $ 0.21 9.27 $ - $ - Forfeited (25,846,200 ) 0.20 - Outstanding at September 30, 2018 18,505,000 .22 8.46 - - Forfeited (750,000 ) - - - Outstanding at September 30, 2019 17,755,000 .22 7.18 - - Exercisable at September 30, 2019 12,838,000 $ 0.21 6.84 $ - $ - All options were issued at an options price equal to the market price of the shares on the date of the grant. Warrants On September 9, 2016, 500,000 5-year warrants exercisable at $0.01 per share were issued as part of the consideration for the Howco acquisition. These warrants were valued at aggregate of $180,000. On November 9, 2017, the Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. On December 20, 2017 an additional 200,000 warrants were issued as a penalty and in order to entice Crown Bridge to waive its right of first refusal to provide additional financing under the terms of their convertible note. A debt discount of $44,036 was recorded for the relative fair market value of the total 300,000 warrants and amortized to interest expense as of September 30, 2018. The warrants have full ratchet price protection and cashless exercise rights (See Note10). The warrant includes an anti-dilution clause that was triggered on June 4, 2018. On June 4, 2018 an unrelated convertible note holder became entitled to convert their note into common shares at a 60% discount to the stock’s market price. The anti-dilution provision trigger in the warrant agreement entitled Crown Bridge to exercise its warrants under a formula that increased the number of common shares to 31,250,000 at a price of $.0036 per share. Due to the fact that the number of shares and exercise price can change due to market changes in the price of the common stock the Company has concluded to treat the warrants as derivatives and to revalue that derivative at each reporting date. Therefore a derivative liability of $261,484 with a charge to additional paid in capital was recorded on June 4, 2018. As of September 30, 2019, the warrant was revalued and the warrant holder is entitled to exercise its warrants for 1,197,770,750 common shares and the related derivative liability is $119,747. For the years ended September 30, 2019 and 2018, a summary of the Company’s warrant activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2017 500,000 $ 0.01 2.94 $ .36 $ - Granted 300,000 Anti-Dilution 68,778,947 $ 0.00151 4.08 .0036 $ 185,822 Outstanding and exercisable at September 30, 2018 69,578,947 $ 0.00158 4.1 $ - $ 185,822 Exercised (167,595,513 ) $ 0.000158 4.1 $ - Anti-Dilution adjustments during 2019 1,296,287,316 Outstanding and exercisable at September 30, 2019 1,198,270,750 $ .00004 71,867 |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Sep. 30, 2019 | |
Defined Contribution Plan [Abstract] | |
DEFINED CONTRIBUTION PLAN | NOTE 13 - DEFINED CONTRIBUTION PLAN In August 2016, Drone established a qualified 401(k) plan with a discretionary employer matching provision. All employees who are at least twenty-one years of age and no minimum service requirement are eligible to participate in the plan. The plan allows participants to defer up to 90% of their annual compensation, up to statutory limits. Employer contributions charged to operations for the years ended September 30, 2019 and 2018, was $0 and $0, respectively. The Company's subsidiary, Howco, is the sponsor of a qualified 401(k) plan with a safe harbor provision. All employees are eligible to enter the plan within one year of the commencement of employment. Employer contributions charged to expense for the years ended September 30, 2019 and 2018, was $30,683 and $2,080, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 - RELATED PARTY TRANSACTIONS On October 1, 2016, the Company entered into employment agreements with two of its officers. The employment agreement with the company’s President and CEO provides for annual base compensation of $370,000 for a period of three years, which can, at the Company’s election, be paid in cash or Common Stock or deferred if insufficient cash is available, and provides for other benefits, including a discretionary bonus and equity provision for the equivalent of 12 months’ base salary, and an additional one-time severance payment of $2,500,000 upon termination under certain circumstances, as defined in the agreement. The employment agreement with the Company’s Treasurer and CFO provides for annual base compensation of $250,000 for a period of three years, which can, at the Company’s election, be paid in cash or Company Common Stock or deferred if insufficient cash is available, and provides for other benefits, including a discretionary bonus and equity grants, provision for the equivalent of 12 months’ base salary and an additional one-time severance payment of $1,500,000 upon termination under certain circumstances, as defined in the agreement. On July 10, 2017, the CFO of the Company who was also a member of the Board resigned. Pursuant to the employment agreement, this employee is not eligible for the one-time severance payment of $1,500,000 and accordingly, the final balance of accrued wages due to this former CFO as of September 30, 2017 of approximately $93,000 is included in accrued expenses on the accompanying consolidated balance sheet at September 30, 2019 and 2018. During 2016, Company entered into an employment agreement with the Company’s former Chief Strategy Officer which provided for annual base compensation of $400,000 for a period of three years and provided for other additional benefits as defined in the agreement including a signing bonus of $100,000 payable during the first year of employment. As of September 30, 2019 and 2018, the bonus has not been paid and is included in accrued expenses. On July 7, 2017, the former Chief Strategy Officer and member of the Board was terminated. His 7,500,000 options were subsequently forfeited (See Note 16). On March 28, 2017, Bantek entered into an at-will employment agreement with Matthew Wiles as General Manager of Howco. Under the terms of the employment agreement, Mr. Wiles’ compensation is $140,000 per annum and he also will be eligible for a bonus of 10% of Howco’s gross profits over $1.25 million to be paid in cash after the annual financial statements have been completed and, if applicable, audited for filing with the SEC. Mr. Wiles will also receive options to acquire 250,000 shares of Bantek’s common stock, vesting over five years in equal amounts on the anniversary date of his Employment Agreement. On September 16, 2019, Mr. Wiles’ employment agreement was modified to provide salary of $275,000, and an annual bonus of 2% of net income. At the Company’s discretion, salary and bonus may be paid in cash or stock and payment may be deferred. On January 30, 2019, the Company filed Form 8K announcing the Board of Directors appointment on January 5, 2019 of Jeffery L. Garon as member of the board and as the Company’s chief financial officer. Under the terms of the January 4, 2019 compensation agreement with the CFO, the Company issues 100,000 shares each month to the CFO. The monthly stock awards are charged to compensation expense using the grant date quoted prices. During the year ended September 30, 2019, the Company was obligated to and issued 1,700,000 common restricted shares to the former CFO charging payroll expenses $600. The CFO resigned effective June 20, 2019. On September 16, 2019, employment agreement with the President/CEO and discussed above was modified to provide salary of $624,000, and an annual bonus of 3% of net income. At the Company’s discretion, salary and bonus may be paid in cash or stock and payment may be deferred. From July 2017 to August 2018, the Company utilized as its corporate headquarters the office space and equipment of an entity in West Haven, Connecticut related to the Company’s CEO at no cost. Since September 30, 2018 the Company leases space in New Jersey as its corporate headquarters. The Company has certain convertible notes and other promissory notes payable to related parties (see Note 9). |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 - INCOME TAXES The Company recognizes deferred tax assets and liabilities for the tax effects of differences between the financial statement and tax basis of assets and liabilities. A valuation allowance is established to reduce the deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective for the Company on October 1, 2018, and is permanent. The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of September 30, 2018, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. As of September 30, 2019, the Company has net operating loss carryforwards of approximately $18,664,091 to reduce future taxable income. Of the $18,664,091, $15,789,653, can be used through 2038, and $2,874,438 may be carried forward indefinitely. A valuation allowance for the entire amount of deferred tax assets has been established as of September 30, 2019 and 2018. The provision for (benefit from) income taxes consists of the following: Year Ended Year Ended Current Federal $ - $ - State - - - 50 Deferred Federal - - State - - - - Total income tax provision (benefit) $ - $ - A reconciliation of the provision for income taxes at the federal statutory rates of 21% to the Company’s provision for income tax is as follows: Year Ended Year Ended U.S. Federal (tax benefit) provision at statutory rate $ (1,494,183 ) $ (2,021,203 ) State (tax benefit) income taxes, net of federal benefit (601,231 ) (473,129 ) Permanent differences 1,017,899 61,491 True up (575,537 ) Change in Federal tax rate - 2,499,867 Changes in valuation allowance 1,653,052 (67,026 ) Total $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented: September 30, September 30, Deferred Tax Assets Stock-based compensation $ 1,415,118 $ 760,339 Net operating losses 5,496,575 4,650,053 Other - - Total deferred tax assets 6,911,693 5,410,392 Valuation allowance (6,911,693 ) (5,258,641 ) Net deferred tax assets - 151,751 Deferred Tax Liabilities Identifiable intangibles - Howco Purchase - (151,751 ) Total deferred tax liabilities - (151,751 ) Net deferred tax $ - $ - The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the deferred tax assets in the U.S. can be realized as of September 30, 2019 and 2018, accordingly, the Company has recorded a full valuation allowance on its U.S. deferred tax assets. The Company files income tax returns in the United States on federal basis and various states. The Company is not currently under any international or any United States federal, state and local income tax examinations for any taxable years. All of the Company’s net operating losses are subject to tax authority adjustment upon examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 - COMMITMENTS AND CONTINGENCIES Contingencies Legal Matters On February 6, 2018 the Company sent a letter to the previous owners of Howco Distributing Co. (“Howco”) alleging that they made certain financial misrepresentations under the terms of the Stock Purchase Agreement by which the Company acquired control of Howco during 2016. The Company claimed that the previous owners took excessive amounts of cash from the business prior to the close of the merger. On March 13, 2018 the Company filed a lawsuit against the previous owners by issuing a summons. On April 12, 2018, the Company received the Defendants’ answer. On July 22, 2019, the Company was granted a dismissal without prejudice of the lawsuit filed against the previous owners of Howco. The Company and the previous owners are in discussion to settle the matter as of September 30, 2019. In connection with the merger in fiscal 2016, with Texas Wyoming Drilling, Inc., a vendor has a claim for unpaid bills of approximately $75,000 against the Company. The Company and its legal counsel believe the Company is not liable for the claim pursuant to its indemnification clause in the merger agreement. On February 11, 2019, the Supreme Court of the State of New York issued a summons to the former CFO of the Company, to appear before the court to answer the Company’s complaint seeking payment under a personal guarantee of the defendant to provide half of any compensation paid to the former Chief Strategy Officer. The Company is seeking $300,000 from the defendant relating to the November 27, 2018 settlement agreement with the former Chief Strategy Office for $600,000. The former CFO has responded to the suit and has filed a motion to dismiss the Company’s suit during August of 2019. On April 10, 2019, a former service provider filed a complaint with three charges with the Superior Court Judicial District of New Haven, CT seeking payment for professional services. The Company has previously recognized expenses of $156,431, which remain unpaid in accounts payable. The Company has retained an attorney who is currently working to address the complaint. On August 9, 2019 the Company filed a motion to dismiss the charge of unjust enrichment, which is pending adjudication. During the year ended September 30, 2019, two vendors (The Equity Group and Toppan Vintage) have asserted claims for past due amounts of approximately $59,000, arising from services provided. The Company has fully recognized in accounts payable the amounts associated with these claims and expects to resolve the matters to satisfaction of all parties. Settlements During the quarter ended June 30, 2017, the Company received demands for non-payment of five months of rent for its New York location. In July 2017, the Company vacated the New York premises. Subsequent to June 30, 2017, a lawsuit was filed in the Supreme Court of the State of New York for an alleged breach of a Service Agreement for approximately $63,000 in connection with the lease the Company entered into for its former office space in New York. As of September 30, 2017, the Company accrued into accounts payable approximately $63,000 pursuant to ASC 420-10-30 “Cost to Terminate an Operating Lease”. In October 2017, the Company entered into a settlement agreement with the New York lease landlord and paid $30,000 in full settlement and recorded a settlement gain of $33,361. On August 9, 2017, a lawsuit was filed by an investor relations firm against the Company in the Supreme Court, Westchester County (Index No. 61772/2017). The complaint alleged two causes of action, one for goods and services furnished and one for an account stated, in the amount of $74,325. The plaintiff obtained a default judgment. The Company has filed an Order to Show Cause to vacate the default judgment on the grounds that the service of the complaint was invalid. The court granted the Company’s Order to Show Cause on December 19, 2017 and set the hearing on the Order to Show Cause for January 12, 2018. At December 31, 2017, $68,544 was accrued in accounts payable. On February 14, 2018 the Company entered into a stipulation agreement with the investor relations firm which settled the amount due at $20,000 if payment was made by February 21, 2018. The lump sum payment was made on February 16, 2018 and a gain on extinguishment of debt of $48,544 was recorded. On January 29, 2018, the Company entered into a settlement agreement and mutual release with a vendor who had provided public relations and other consulting services whereby the Company shall pay to this vendor an aggregate amount of $60,000 of which $30,000 was paid on February 2, 2018. Additionally, the Company shall pay ten monthly payments of $3,000 per month beginning on February 29, 2018. Additionally, the vendor returned 400,000 common shares of the Company’s common stock which will be cancelled upon satisfaction of the liability. The liability is recorded at $21,000 as of September 30, 2019, and 2018. The Company is in discussion with the vendor to address the past due amounts. On November 13, 2018 the Company and a vendor agreed to settle $161,700 in past due professional fees for a convertible note in the amount of $90,000. The note bears interest at 5% and matures in July 2019, and has a fixed discount conversion feature. The note is now past due and remains unconverted at September 30, 2019. The accrued balance as accounts payable of $71,700, was recognized a gain on debt extinguishment following receipt of the waiver and release from the vendor. During 2016, Company entered into an employment agreement with the Company’s former Chief Strategy Officer which provided for annual base compensation of $400,000 for a period of three years and provided for other additional benefits as defined in the agreement including a signing bonus of $100,000 payable during the first year of employment. During November 2018 the Company reached an agreement and executed a related stipulation and payment terms agreement stemming from the legal action by the former Chief Strategy Officer for improper termination. The plaintiff agreed to accept $600,000 in payments. The first scheduled payment of $200,000 was made on December 20, 2018 in accordance with the settlement terms. Twelve monthly payments of approximately $33,333 are due starting on January 15, through December 15, 2019. As of September 30, 2019, a balance of $131,724 remained as settlement payable which includes related employer payroll taxes expected to be incurred for future payments. As of September 30, 2019, the Company has received demand for payment of past due amounts for services by several consultants and service providers. Commitments Lease Obligations The Company entered into an agreement with a manufacturer in Pismo Beach, California. The agreement provides for certain services to be provided by the manufacturer as needed by the Company. The agreement has an initial term of three years with one year renewals. In connection with this agreement, the Company has agreed to sublease space based in San Luis Obispo, California from the manufacturer for the purposes of the development and manufacturing of unmanned aerial vehicles. The lease provides for base monthly rent of approximately $15,000 for the initial term to be increased to $16,500 per month upon extension. The lease term begins February 1, 2017 and expires January 31, 2019 with the option to extend the term an additional 24 months. However, the Company never took possession of the premises and in July 2017, the Company made a decision to not take possession of the premises. The Company is in default of the rent payments and had received oral demand for payments. As of September 30, 2019, and 2018, the Company has not made any of the required monthly rent payments in connection with this agreement. During fiscal 2017, the Company had expensed and accrued into accounts payable the remaining amounts due under the term of the lease for a total accrual of $360,000 pursuant to ASC 420-10-30. This balance remains accrued as of September 30, 2019 and 2018. In May 2017, the Company extended Howco’s office lease through May 30, 2020. The lease requires monthly payments including base rent plus CAM with annual increases. Future minimum lease payments under non-cancelable operating leases at September 30, 2019 are as follows: Years ending September 30, Amount 2020 40,737 Total minimum non-cancelable operating lease payments $ 40,737 For the years ended September 30, 2019 and 2018, rent expense amounted to $59,737 and $55,225, respectively. Profit Sharing Plan (for Howco) On April 13, 2018, Howco announced to its employees a Company-wide profit sharing program. The employee profit share is equal to their annual salary divided by the Company’s total annual payroll and multiplied by 10% of net income for the fiscal year. During 2019 and 2018 the employees earned approximately $0 and $21,000 under this plan. Notice of Default On September 6, 2019, the Company received a notice of default under its senior secured credit facility with TCA, for non-payment of amounts due among other matters. Left uncured the default remedies include seizure of operating assets such as the Company’s subsidiary. Additionally, the default may trigger cross default provisions under other agreements with other creditors. |
Concentrations
Concentrations | 12 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 17 - CONCENTRATIONS Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At September 30, 2019, cash in bank did not exceed the federally insured limits of $250,000. The Company has not experienced any losses in such accounts through September 30, 2019. Economic Concentrations With respect to customer concentration, two customers accounted for approximately 52%, and 14%, of total sales for the year ended September 30, 2019. Three customers accounted for approximately 52%, 17%, and 10%, of total sales for the period ended September 30, 2018. With respect to accounts receivable concentration, two customers accounted for approximately 57%, and 20%, of total accounts receivable at September 30, 2019. Three customers accounted for approximately 50%, 20% and 20% of total accounts receivable at September 30, 2018. With respect to supplier concentration, two suppliers accounted for approximately 18% each of total purchases for the year ended September 30, 2019. Two suppliers accounted for approximately 34% and 10% of total purchases for the year ended September 30, 2018. With respect to accounts payable concentration, three suppliers accounted for approximately 14%, 12%, and 12% of total accounts payable at September 30, 2019. Three suppliers accounted for approximately 18%, 13%, and 11% of total accounts payable at September 30, 2018. With respect to foreign sales, it totaled approximately $57,483 for the year ended September 30, 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 - SUBSEQUENT EVENTS Directors’ & Officers’ Insurance Policy Expiration On October 11, 2019, the Company’s insurance policy covering directors and officers expired and the carrier declined to renew the policy. The Company is working with its broker and other carriers to obtain coverage. This lapse of insurance coverage exposes the Company to the risk associated with its indemnification of its officers against legal actions by third parties as outlined in the officers’ employment agreements as amended on September 16, 2019. Default on Convertible Note On December 30, 2019, the Company failed to pay the principal and accrued interest on its February 27, 2019, convertible note payable to Redstart Holdings Corp upon its maturity. Legal counsel for the note holder submitted a demand notice for payment for 150% of the original principal of $78,000 amounting to $117,000 plus accrued interest. The Company will record the default penalty with a charge to interest expense and increase the principal of the note as of December 30, 2019. The Company will recognize the additional put premium related to the increased principal as interest expense for stock settled debt. On October 7, 2019, the Company entered into a one year agreement for professional services for a one-time fee to be paid with 25,000,000 common shares of restricted stock. The services relate mostly to technology and related internet media and website improvement. The shares will be valued at $.0001 per share based on the quoted trading price for total expense of $2,500 to be charged to professional fees. On October 7, 2019, the Company entered into a one year agreement for professional services for a one-time fee to be paid with 25,000,000 common shares of restricted stock the services relate mostly to investor relations through internet media. The shares will be valued at $.0001 per share for total expense of $2,500 to be charged to professional fees. In December 2019, the Company relocated its primary office to 195 Paterson Avenue, Little Falls, New Jersey, under a one-year lease with an renewal option having monthly payments of $500. Convertible and Non-Convertible Notes Issued On October 1, 2019 the Company issued a promissory note for $17,000 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10% and matures in six months. On October 18, 2019 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On November 1, 2019 the Company issued a promissory note for $17,000 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10% and matures in six months. On November 18, 2019 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On December 1, 2019 the Company issued a promissory note for $17,000 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10% and matures in six months. On December 18, 2019 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On January 1, 2020, the Company issued a promissory note for $17,000 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10% and matures in six months. On January 18, 2020, the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On January 28, 2020, the Company’s subsidiary Howco entered into a Payment Rights Purchase and Sale Agreement financing with EBF Partners, LLC, (merchant cash advance or “MCA”) with a principal amount of $208,500. Howco received $147,355, in cash, net of original issue discount of $58,500, and legal and other fees totaling $2,645, which will be amortized to interest expense over the term of the financing. The CEO is a personal guarantor for the MCA. Howco will make payments each business day by way of an ACH withdrawal of $1,489, for 140 payments. The loan is secured by receipts from future revenue transactions. On February 1, 2020, the Company issued a promissory note for $17,000 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10% and matures in six months. Note Amendments, Assignments and Restatements On November 1, 2019, Livingston Asset Management amended the convertible notes payable received under the Company’s advisory agreement with Livingston to relinquish the conversion of feature of the notes held by Livingston with immediate effect. The Company will recognize $136,375 from a gain on debt extinguishment as premiums recorded for stock settled debt (charged as interest expense at the date of note origination) are reclassified. On November 1, 2019, Trillium Partners LP, amended the convertible notes payable issued by the Company for cash loan on July 12, 2019, to relinquish the conversion of feature of the note held by Trillium. The Company will recognize $10,000 from a gain on debt extinguishment as premiums recorded for stock settled debt (charged as interest expense at the date of note origination) are reclassified. Common Stock Cancelled for 3(a)(10) Issuance On November 7, 2019 Livingston Asset Management surrendered 194,520,000 common shares of the Company under the 3(a)(10) settlement to the Company’s transfer agent. The Company will cancel these shares and reverse the accounting recognition recorded upon issuance. In addition, Livingston transferred ownership of 25,718,995 common shares to an unrelated third party. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Going Concern (Policies) | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bantek, Inc. and its wholly-owned subsidiaries, Drone USA, LLC (inactive), and Howco. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the year ended September 30, 2019, the Company has incurred a net loss of $7,115,159 and used cash in operations of $1,105,330. The working capital deficit, stockholders' deficit and accumulated deficit was $13,632,338, $14,895,354 and $26,746,451, respectively, at September 30, 2019. Furthermore, on September 6, 2019 the Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 10), defaulted on its Note Payable – Seller in September 2017, and as of September 30, 2019 has received demands for payment of past due amounts from several consultants and service providers. It is management's opinion that these matters raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management's ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has been implementing cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. (See Notes 10 and 18). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of goodwill and intangible assets for impairment analysis, valuation of the earn-out liability, valuation of stock based compensation, the valuation of derivative liabilities and the valuation allowance on deferred tax assets. |
Fair Value Measurements | Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation. At September 30, 2019 At September 30, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 128,628 - - $ 258,296 A roll-forward of the level 3 valuation financial instruments is as follows: Derivative Balance at September 30, 2017 $ - Initial Fair Value of derivative recorded as discount 85,000 Initial Fair Value of derivative recorded as expense 74,463 Reduction of derivative recorded as gain on extinguishment upon conversion (111,818 ) Reclassifications of Fair Value of Warrant from equity 261,484 Fair Value adjustments for the year (50,833 ) Balance at September 30, 2018 258,296 Charged to derivative expense on assignment and restatement of note 15,971 Classified as initial debt discount on assignment and restatement of note 62,500 Reduction of derivative recorded as gain on extinguishment upon conversions (78,471 ) Warrant exercises (partial) (138,430 ) Fair Value adjustment - warrants 9,355 Fair Value adjustments - convertible note (593 ) Balance at September 30, 2019 $ 128,628 The warrants were issued to a convertible note holder in November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision of the warrants took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with fair market value changes recognized in operations for each reporting date. The derivative liability associated with the warrants is $119,747 at September 30, 2019. (See Note 12). |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates. |
Accounts Receivable | Accounts Receivable Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. |
Inventory | Inventory Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. |
Property & Equipment | Property & Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Certain items classified as inventory during the second fiscal quarter of 2018 have been reclassified to Property and Equipment. These assets are fully operational drones used as demonstration units and were put into such use since acquisition. The units were all acquired during the year ended September 30, 2018 and each unit exceeds management's threshold for capitalization of $2,000 for a single unit. The Company depreciates these demonstration units over a period of 3 years using an accelerated method. Depreciation expense was $11,280 and $9,659 in 2019 and 2018, respectively. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill and tradename assets are deemed to have indefinite lives and, accordingly, are not amortized, but are evaluated for impairment at least annually, but more often whenever changes in facts and circumstances occur which may indicate that the carrying value may not be recoverable. The customer list was initially deemed to have a life of 4 years and is being amortized through September 2020. Goodwill and intangible assets were determined to be impaired at September 30, 2019. (See Note 5.) |
Long-Lived Assets | Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value. |
Deferred Financing Costs | Deferred Financing Costs All unamortized deferred financing costs related to the Company's borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs |
Revenue Recognition | Revenue Recognition Effective October 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company's initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606. The Company sells a variety of products to government entities. The purchase orders received specifies each item and its manufacturer; the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligations exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation. The Company sells drones and related products manufactured by third parties to various parties. The Company also offers technical services related to drone utilization. The Company began offering insulation jackets for commercial and government facilities to insulate and monitor heating and cooling equipment. Contracts for drone related products and services and insulating jacket related sales will be evaluated using the five step process outline above. There has been no material sales for drone products and services for which full compliance with performance obligations has not been met. Sales of insulation jackets have not yet commenced. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation –Stock Compensation ), Improvements to Employee Share-Based Payment Accounting As of October 1, 2018 the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date. |
Shipping and Handling Costs | Shipping and Handling Costs The Company has included freight-out as a component of cost of sales, which amounted to $72,665 and $90,869, net of customer freight receipts for the years ended September 30, 2019 and 2018, respectively. |
Convertible Notes with Fixed Rate Conversion Options | Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - "Distinguishing Liabilities from Equity". |
Derivative Liabilities | Derivative Liabilities The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. |
Income Taxes | Income Taxes The Company's current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. The Company follows the accounting for uncertainty in income taxes guidance, which clarifies the accounting and disclosures for uncertainty in income taxes recognized in the Company's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company currently has no federal or state tax examinations in progress. As of September 30, 2019, the Company's tax returns for the tax years 2019, 2018 and 2017 remain subject to audit, primarily by the Internal Revenue Service. The Company did not have material unrecognized tax benefits as of September 30, 2019 and 2018 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of provision for income taxes. |
Net Loss Per Share | Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of September 30, 2019, 17,755,000 options were outstanding of which 12,838,000 were exercisable, 1,198,270,750 warrants were outstanding and exercisable, and related party convertible debt and accrued interest totaling $1,083,900 was convertible into 11,162,895,729 shares of common stock. Additionally, as of September 30, 2019, the outstanding principal balance, including accrued interest of the third party convertible debt, totaled $6,693,064 and was convertible into 83,780,049,374 shares of common stock.It should be noted that contractually the limitations on the third party notes (and the related warrant) limit the number of shares converted to 12,756,564,012. The total dilutive potential shares of 96,158,970,853 exceed the number of common shares authorized and unissued. As of September 30, 2019 and 2018, potentially dilutive securities consisted of the following: September 30, September 30, Stock options 17,755,000 7,544,000 Warrants 1,198,270,750 69,578,947 Related party convertible debt and accrued interest 11,162,895,729 159,495,739 Third party convertible debt (including senior debt) 83,780,049,374 1,661,402,806 Total 96,158,970,853 1,898,021,492 |
Segment Reporting | Segment Reporting The Company uses "the management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of September 30, 2019, the Company did not report any segment information since the Company only generates sales from its subsidiary, Howco. |
Lease Accounting | Lease Accounting In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee's initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. The adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company has not entered into a lease covered by the new standard during the periods covered by this report. The warehouse and office facility in Vancouver, Washington lease was entered into in May 2017, and extends through May 30, 2020. The corporate office is an annual arrangement which provides for a single office in a shared office environment. The annual lease payments are not material for application of the new standard. The Company will evaluate any future leases or lease renewals for the impact of this new accounting standard on its consolidated financial position and results of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Going Concern (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of instruments at fair value using level 3 valuation | At September 30, 2019 At September 30, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 128,628 - - $ 258,296 |
Schedule of roll forward of the level 3 valuation financial instruments | Derivative Balance at September 30, 2017 $ - Initial Fair Value of derivative recorded as discount 85,000 Initial Fair Value of derivative recorded as expense 74,463 Reduction of derivative recorded as gain on extinguishment upon conversion (111,818 ) Reclassifications of Fair Value of Warrant from equity 261,484 Fair Value adjustments for the year (50,833 ) Balance at September 30, 2018 258,296 Charged to derivative expense on assignment and restatement of note 15,971 Classified as initial debt discount on assignment and restatement of note 62,500 Reduction of derivative recorded as gain on extinguishment upon conversions (78,471 ) Warrant exercises (partial) (138,430 ) Fair Value adjustment - warrants 9,355 Fair Value adjustments - convertible note (593 ) Balance at September 30, 2019 $ 128,628 |
Schedule of potentially dilutive securities | September 30, September 30, Stock options 17,755,000 7,544,000 Warrants 1,198,270,750 69,578,947 Related party convertible debt and accrued interest 11,162,895,729 159,495,739 Third party convertible debt (including senior debt) 83,780,049,374 1,661,402,806 Total 96,158,970,853 1,898,021,492 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Schedule of accounts receivable | September 30, September 30, Accounts receivable $ 791,728 $ 1,615,582 Reserve for doubtful accounts - - $ 791,728 $ 1, 615,582 |
Convertible Notes Payable and_2
Convertible Notes Payable and Advisory Fee Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of senior secured credit facility note balance and convertible debt balances | September 30, September 30, Principal $ 6,207,266 $ 5,568,566 Premiums 1,623,445 1,380,175 Unamortized discounts (2,981 ) (5,000 ) 7,827,730 6,943,741 Non-current - - Current $ 7,827,730 $ 6,943,741 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of the company's stock options activity | Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2017 44,351,200 $ 0.21 9.27 $ - $ - Forfeited (25,846,200 ) 0.20 - Outstanding at September 30, 2018 18,505,000 .22 8.46 - - Forfeited (750,000 ) - - - Outstanding at September 30, 2019 17,755,000 .22 7.18 - - Exercisable at September 30, 2019 12,838,000 $ 0.21 6.84 $ - $ - |
Schedule of the company's warrant activity | Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2017 500,000 $ 0.01 2.94 $ .36 $ - Granted 300,000 Anti-Dilution 68,778,947 $ 0.00151 4.08 .0036 $ 185,822 Outstanding and exercisable at September 30, 2018 69,578,947 $ 0.00158 4.1 $ - $ 185,822 Exercised (167,595,513 ) $ 0.000158 4.1 $ - Anti-Dilution adjustments during 2019 1,296,287,316 Outstanding and exercisable at September 30, 2019 1,198,270,750 $ .00004 71,867 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for (benefit from) income taxes | Year Ended Year Ended Current Federal $ - $ - State - - - 50 Deferred Federal - - State - - - - Total income tax provision (benefit) $ - $ - |
Schedule of reconciliation of the provision for income taxes at the federal statutory rate | Year Ended Year Ended U.S. Federal (tax benefit) provision at statutory rate $ (1,494,183 ) $ (2,021,203 ) State (tax benefit) income taxes, net of federal benefit (601,231 ) (473,129 ) Permanent differences 1,017,899 61,491 True up (575,537 ) Change in Federal tax rate - 2,499,867 Changes in valuation allowance 1,653,052 (67,026 ) Total $ - $ - |
Schedule of deferred tax assets and liabilities | September 30, September 30, Deferred Tax Assets Stock-based compensation $ 1,415,118 $ 760,339 Net operating losses 5,496,575 4,650,053 Other - - Total deferred tax assets 6,911,693 5,410,392 Valuation allowance (6,911,693 ) (5,258,641 ) Net deferred tax assets - 151,751 Deferred Tax Liabilities Identifiable intangibles - Howco Purchase - (151,751 ) Total deferred tax liabilities - (151,751 ) Net deferred tax $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Years ending September 30, Amount 2020 40,737 Total minimum non-cancelable operating lease payments $ 40,737 |
Nature of Operations (Details)
Nature of Operations (Details) | Aug. 06, 2019 |
Nature of Operations (Textual) | |
Reverse stock split | 1 for 1,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Going Concern (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 29, 2018 |
Schedule of instruments at fair value using level 3 valuation | |||
Derivative Liability | $ 10,435 | ||
Level 1 [Member] | |||
Schedule of instruments at fair value using level 3 valuation | |||
Derivative Liability | |||
Level 2 [Member] | |||
Schedule of instruments at fair value using level 3 valuation | |||
Derivative Liability | |||
Level 3 [Member] | |||
Schedule of instruments at fair value using level 3 valuation | |||
Derivative Liability | $ 128,628 | $ 258,296 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Going Concern (Details 1) - Level 3 [Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Schedule of roll forward of the level 3 valuation financial instruments | ||
Beginning Balance | $ 258,296 | |
Initial Fair Value of derivative recorded as discount | 85,000 | |
Initial Fair Value of derivative recorded as expense | 74,463 | |
Charged to derivative expense on assignment and restatement of note | 15,971 | |
Classified as initial debt discount on assignment and restatement of note | 62,500 | |
Reduction of derivative recorded as gain on extinguishment upon conversions | (78,471) | (111,818) |
Reclassifications of Fair Value of Warrant from equity | 261,484 | |
Fair value adjustments for the year | (50,833) | |
Warrant exercises (partial) | (138,430) | |
Fair Value adjustment - warrants | 9,355 | |
Fair Value adjustments - convertible note | (593) | |
Ending Balance | $ 128,628 | $ 258,296 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Going Concern (Details 2) - shares | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Schedule of potentially dilutive securities | ||
Stock options | 17,755,000 | 7,544,000 |
Warrants | 1,198,270,750 | 69,578,947 |
Related party convertible debt and accrued interest | 11,162,895,729 | 159,495,739 |
Third party convertible debt (including senior debt) | 83,780,049,374 | 1,661,402,806 |
Total | 96,158,970,853 | 1,898,021,492 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Going Concern (Details Textual) - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Summary of Significant Accounting Policies and Going Concern (Textual) | |||
Net loss | $ (7,115,159) | $ (5,774,867) | |
Cash in operations | (1,105,330) | (794,369) | |
Working capital deficit | 13,632,338 | ||
Stockholders' deficit | 14,895,354 | ||
Accumulated deficit | $ (26,746,451) | (19,631,292) | |
Capitalization cost for single unit | 2,000 | ||
Property and equipment, depreciates | 3 years | ||
Depreciation expense | $ 11,280 | $ 9,659 | |
Amortized of goodwill and intangible assets life | 4 years | ||
Options outstanding | 17,755,000 | 18,505,000 | 44,351,200 |
Exercisable | 12,838,000 | ||
Warrants outstanding | 1,198,270,750 | ||
Convertible debt, amount | $ 7,841 | ||
Cost of sales of Freight | $ 72,665 | $ 90,869 | |
Debt Conversion to common shares | 6,697,213,823 | ||
Common Stock [Member] | |||
Summary of Significant Accounting Policies and Going Concern (Textual) | |||
Net loss | |||
Convertible Debt [Member] | |||
Summary of Significant Accounting Policies and Going Concern (Textual) | |||
Convertible debt, amount | $ 1,083,900 | ||
Convertible Debt [Member] | Common Stock [Member] | |||
Summary of Significant Accounting Policies and Going Concern (Textual) | |||
Convertible debt, shares | 11,162,895,729 | ||
Convertible Notes Payable [Member] | Common Stock [Member] | |||
Summary of Significant Accounting Policies and Going Concern (Textual) | |||
Convertible debt, amount | $ 6,693,064 | ||
Convertible debt, shares | 83,780,049,374 | ||
Number of shares converted | 12,756,564,012 | ||
Total dilutive potential shares | 96,158,970,853 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Receivables [Abstract] | ||
Accounts receivable | $ 791,728 | $ 1,615,582 |
Reserve for doubtful accounts | ||
Accounts receivable, net | $ 791,728 | $ 1,615,582 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Inventory (Textual) | ||
Finished goods value | $ 118,558 | $ 533,106 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets (Textual) | ||
Carrying amount of goodwill | $ 2,410,335 | |
Carrying amount of tradename | 760,000 | |
Customer list, net of amortization | $ 515,285 | |
Impairment charges | $ 3,420,624 |
Line of Credit - Bank (Details)
Line of Credit - Bank (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Line of Credit - Bank (Textual) | ||
Balance of the line of credit | $ 44,556 | $ 45,915 |
Line of credit available | 5,444 | |
Revolving line of credit [Member] | ||
Line of Credit - Bank (Textual) | ||
Revolving line of credit | $ 50,000 | |
Line bears interest, description | The line bears interest at a fluctuating rate equal to the prime rate plus 4.25% | |
Debt interest rate | 9.25% | 9.25% |
Settlements Payable (Details)
Settlements Payable (Details) - USD ($) | Dec. 20, 2018 | Nov. 27, 2018 | Jul. 20, 2018 | Feb. 28, 2018 | Dec. 15, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Settlements Payable (Textual) | |||||||
Settlement agreement amount relating to past due charges | $ 127,056 | ||||||
Initial payment amount | 12,706 | ||||||
Monthly payments amount | 6,500 | ||||||
Final payment on January 27, 2020 | $ 3,850 | ||||||
Payment for settlements | $ 42,850 | $ 101,350 | |||||
Payments to plaintiff | $ 200,000 | $ 600,000 | |||||
Accrued expense | 600,000 | ||||||
Accrued expensed | 500,000 | ||||||
Employer payroll taxes taxes | 131,724 | ||||||
Amount outstanding | 174,574 | $ 161,255 | |||||
Howco [Member] | |||||||
Settlements Payable (Textual) | |||||||
Monthly payments amount | $ 70,000 | ||||||
Charges amount | $ 620,803 | ||||||
Amount outstanding | 59,905 | ||||||
American Express [Member] | |||||||
Settlements Payable (Textual) | |||||||
Charges amount | $ 42,850 | ||||||
Scenario, Forecast [Member] | |||||||
Settlements Payable (Textual) | |||||||
Payments to plaintiff | $ 33,333 |
Note Payable - Seller (Details)
Note Payable - Seller (Details) - USD ($) | Nov. 13, 2018 | Aug. 29, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Notes Payable - Seller (Textual) | ||||
Notes bears interest rate | 5.00% | |||
Maturity date of note | Jun. 30, 2019 | Feb. 28, 2018 | ||
Accrued interest | $ 197,485 | $ 125,682 | ||
Howco [Member] | ||||
Notes Payable - Seller (Textual) | ||||
Issuance of note payable | $ 900,000 | |||
Notes bears interest rate | 5.50% | |||
Maturity date of note | Sep. 9, 2017 | |||
Default interest rate | 8.00% |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Details Textual) - USD ($) | Jan. 19, 2019 | Nov. 13, 2018 | Jun. 09, 2020 | Jul. 01, 2019 | Jan. 19, 2019 | Dec. 20, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 23, 2021 | Sep. 13, 2019 | Jul. 02, 2019 |
Notes Payable - Related Parties (Textual) | |||||||||||
Convertible note payable - related party affiliate | $ 34,000 | ||||||||||
Convertible note payable - related party officer | 30,000 | 27,670 | |||||||||
Borrowed amount | 670 | ||||||||||
Note bears interest | 5.00% | ||||||||||
Repayments net advances | $ 95,000 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||
Convertible note payable | 840,000 | ||||||||||
Convertible note payable, description | Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. | ||||||||||
Convertible note payable - related party affiliate | 688,444 | ||||||||||
Convertible note payable - related party officer | 69,391 | ||||||||||
Accrued interest | 45,000 | $ 125,968 | |||||||||
Convertible Notes Payable One [Member] | |||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||
Convertible note payable, description | Note 2 bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017 the due date was extended to July 2, 2018 and then in July, 2018, the due date was extended to June 30, 2019. | ||||||||||
Convertible note payable - related party affiliate | 166,995 | ||||||||||
Convertible note payable - related party officer | 174,232 | $ 27,670 | |||||||||
Accrued interest | 21,838 | $ 11,350 | |||||||||
Repayments net advances | 82,025 | ||||||||||
Payment of advances | 221,950 | ||||||||||
CEO One [Member] | |||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||
Note bears interest | 10.00% | ||||||||||
Common stock | 50.00% | ||||||||||
Interest expense | $ 17,000 | ||||||||||
Currenet liability | 13,032 | ||||||||||
CEO One [Member] | Convertible Notes Payable [Member] | |||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||
Convertible note payable | 45,000 | ||||||||||
CEO [Member] | |||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||
Convertible note payable | $ 17,000 | $ 15,000 | |||||||||
Convertible note payable, description | The advances are to be for 100% of the face value of the purchased receivables. Pike Falls receives 4% of the purchase price for the first 45 days and .00086% per day thereafter on the unpaid balance. | ||||||||||
Accrued interest | $ 195,000 | ||||||||||
Promissory note | $ 200,000 | $ 400,000 | |||||||||
Note bears interest | 12.00% | 10.00% | 12.00% | ||||||||
Note matures | 5 years | ||||||||||
Note maturity date | Sep. 23, 2021 | Jan. 7, 2024 | |||||||||
Payment of interest and principal | $ 5,000 | $ 2,500 | |||||||||
Common stock | 50.00% | ||||||||||
Interest expense | $ 15,000 | ||||||||||
Currenet liability | 90,000 | ||||||||||
CEO [Member] | Convertible Notes Payable [Member] | |||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||
Convertible note payable | $ 34,969 | ||||||||||
Convertible note payable, description | The note principal, put premium and interest balances are $15,000, $15,000 and $319 at September 30, 2019. | ||||||||||
Accrued interest | $ 367,500 | ||||||||||
CEO [Member] | Convertible Notes Payable One [Member] | |||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||
Convertible note payable, description | The note principal, put premium and interest balances are $17,000, $17,000 and $71 at September 30, 2019. | ||||||||||
Accrued interest | $ 8,500 |
Convertible Notes Payable and_3
Convertible Notes Payable and Advisory Fee Liabilities (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Schedule of senior secured credit facility note balance and convertible debt balances | ||
Principal | $ 10,375 | |
Senior Secured Credit Facility Note [Member] | ||
Schedule of senior secured credit facility note balance and convertible debt balances | ||
Principal | 6,207,266 | $ 5,568,566 |
Premiums | 1,623,445 | 1,380,175 |
Unamortized discounts | (2,981) | (5,000) |
Convertible note payable | 7,827,730 | 6,943,741 |
Non-current | ||
Current | $ 7,827,730 | $ 6,943,741 |
Convertible Notes Payable and_4
Convertible Notes Payable and Advisory Fee Liabilities (Details Textual) - USD ($) | Nov. 09, 2019 | Sep. 04, 2018 | Jun. 12, 2018 | Mar. 07, 2018 | Jan. 03, 2018 | Nov. 09, 2017 | Nov. 09, 2017 | Nov. 09, 2017 | Oct. 05, 2017 | Mar. 13, 2017 | Sep. 13, 2016 | Oct. 30, 2018 | Sep. 18, 2018 | Aug. 29, 2018 | Jul. 20, 2018 | Jan. 30, 2018 | Nov. 28, 2017 | Nov. 15, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 02, 2018 | Nov. 02, 2018 | Oct. 02, 2018 | Aug. 01, 2018 | Jul. 13, 2018 | Jul. 01, 2018 | Jun. 01, 2018 | Dec. 31, 2017 | Dec. 20, 2017 | Mar. 28, 2017 | Sep. 30, 2016 |
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Embedded conversion option as stock settled debt | $ 617,647 | ||||||||||||||||||||||||||||||||
Increase in interest rate, percentage | 25.00% | ||||||||||||||||||||||||||||||||
Payment of interest | $ 7,841 | ||||||||||||||||||||||||||||||||
Payment of monthly principal and interest | $ 6,500 | ||||||||||||||||||||||||||||||||
Accrued liabilities, current | 1,906,478 | $ 2,046,149 | |||||||||||||||||||||||||||||||
Amortization of debt discounts | 95,257 | 773,741 | |||||||||||||||||||||||||||||||
Conversion of stock, amount | 18,162,608 | ||||||||||||||||||||||||||||||||
Principal amount | 10,375 | ||||||||||||||||||||||||||||||||
Payment of convertible debt | $ 640,000 | $ 115,000 | $ 640,000 | ||||||||||||||||||||||||||||||
Debt discount maturity term | 6 months | 6 months | |||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 10.00% | ||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 12.00% | 24.00% | |||||||||||||||||||||||||||||||
Debt conversion, description | Unamortized debt discount was $2,069, at September 30, 2019, principal was $35,000, and accrued interest was $2,402. | ||||||||||||||||||||||||||||||||
Debt premium | $ 180,618 | ||||||||||||||||||||||||||||||||
Debt conversion rate, description | a) 70% of the share price on the date of the note; or b) 50% of the lowest bid price during the 30 trading days preceding the date of the notice of conversion. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. | ||||||||||||||||||||||||||||||||
Securities Shares Issued | 1,273,261 | 101,624,000 | |||||||||||||||||||||||||||||||
Additional paid in capital | $ 11,525,560 | $ 10,397,232 | |||||||||||||||||||||||||||||||
Additional warrants | 1,198,270,750 | ||||||||||||||||||||||||||||||||
Note Holder [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Debt conversion, description | The principal and accrued interest balance of $49,267 was assigned (under the original terms and conditions) to GHS Investments LLC ("GHS") on July 13, 2018 and all principal and interest was converted into common stock by GHS during the year ended September 30, 2018. | ||||||||||||||||||||||||||||||||
Converted principal amount | $ 73,233 | ||||||||||||||||||||||||||||||||
Debt discount | $ 15,000 | 15,000 | |||||||||||||||||||||||||||||||
Increased debt premium | 8,077 | ||||||||||||||||||||||||||||||||
Note A [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | 421,587 | |||||||||||||||||||||||||||||||
Note B [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Accrued interest | 460,095 | ||||||||||||||||||||||||||||||||
Principal amount | $ 4,788,642 | $ 5,326,285 | |||||||||||||||||||||||||||||||
Livingston Asset Management LLC [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Convertible note, description | The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. | ||||||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||||||
Payment of monthly principal and interest | $ 50,000 | ||||||||||||||||||||||||||||||||
Issued of stock | 10,000,000 | ||||||||||||||||||||||||||||||||
Accrued interest | $ 2,789 | 1,281 | |||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | $ 155,000 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | |||||||||||||||||||||||||
Debt premium | $ 21,428 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 30.00% | ||||||||||||||||||||||||||||||||
Debt conversion, description | (i) the Conversion Amount (the numerator); divided by (ii) 85% of the lowest of the daily volume weighted average price of the Company's common stock during the five business days immediately prior to the conversion date, which price shall be indicated in the conversion notice (the denominator) (the "Conversion Price"). | The Company issued a convertible note to Livingston Asset Management for $51,000, under the same interest rate and conversion discount terms. The note matures on March 31, 2020. | |||||||||||||||||||||||||||||||
Debt premium | $ 6,429 | $ 21,428 | |||||||||||||||||||||||||||||||
Debt conversion rate, description | The note has not been converted and the principal balance is $15,000 with $2,789 of accrued interest at September 30, 2019. | ||||||||||||||||||||||||||||||||
Settlement agreement, description | The Company will issue free trading shares of its common stock under section 3(a)(10) of the Securities Act to Livingston in the amount of such judgment in a series of tranches so that Livingston will not own more than 9.99% of our outstanding shares per tranche. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by Livingston is equal to approximately $1,666,667 which is based on a discount of 40%. | ||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Investments received | $ 75,500 | ||||||||||||||||||||||||||||||||
Debt conversion, description | Principal amount of $105,000, has an original issue discount of $10,500 and issue costs of $19,000 both of which are recorded as debt discount along with the warrant relative fair value of $12,507 for the original 100,000 warrants and $31,529 for the penalty warrants to be amortized over the twelve month term of this tranche, bears interest of 10% (12% default rate) per annum, and has a maturity date of 12 months from the date of each tranche of payments under the Note with future tranches being at the discretion of Crown Bridge. The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company's common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company's common stock is less than $0.05 per share and no shares of the Company's common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company's common stock and the conversion shares contain piggy-back registration rights. The Note is subject to customary default provisions including an event of default if the bid price of the Company's common stock is less than its par value of $.0001 per share. The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. | The Company received a payment of $84,000, net of issue costs of $23,500 which was recorded as a debt discount and is being amortized to interest expense over the Note term, under the terms of a Securities Purchase Agreement dated November 20, 2017, with Labrys Fund, LP ("Labrys") under which Drone USA issued to Labrys (i) a convertible note (the "Note") in the principal amount of $107,500 that bears interest of 10% (24% default rate) per annum and (ii) 335,938 shares of the Company's common stock as a commitment fee which were to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of November 20, 2017. Pursuant to ASC 260, as of December 31, 2017, the 335,938 contingent shares issued under the Financial Consulting Agreement are not considered outstanding and are not included in basic net loss per share or as potentially dilutive shares in calculating the diluted EPS. The Note has a maturity date of August 28, 2018 and a conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the date of conversion. The conversion rate is further reduced if the Company enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back period for determining the conversion rate and under certain other enumerated events, including if the conversion price is less than $.01 per share or if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). In addition, if the Company issues any shares of its common stock at less than the conversion price Labrys is entitled to full ratchet anti-dilution in such event. No shares of the Company's common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of the Company's common stock unless Labrys agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). Initially, the Company must instruct its transfer agent to reserve 6,198,049 shares of its common stock. The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink) and a $15,000 penalty if not paid by the maturity date. The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. In November 2017, the Company accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $57,885 with a charge to interest expense. On February 7, 2018 the Company amended the terms to the Note whereby Labrys waiving certain existing events of default on the Note and in return will no longer be required, under any circumstances, to return the commitment shares back to the Company's treasury. The Company was under default for failing to maintain a market capitalization of at least $5,000,000 on any trading day. The 335,938 commitment shares were considered issued in February 2018 which was recorded as interest and financing costs at the then market close price of $0.09 per share for a value of $30,234. | |||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company's common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company's common stock is less than $0.05 per share and no shares of the Company's common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company's common stock and the conversion shares contain piggy-back registration rights. | ||||||||||||||||||||||||||||||||
Debt premium | $ 56,538 | $ 56,538 | $ 56,538 | ||||||||||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Interest rate | 12.00% | 18.00% | |||||||||||||||||||||||||||||||
Advisory fee | $ 2,050,000 | ||||||||||||||||||||||||||||||||
Embedded conversion option as stock settled debt | 3,500,000 | ||||||||||||||||||||||||||||||||
Accrued interest | 238,642 | ||||||||||||||||||||||||||||||||
Principal amount | 1,000,000 | $ 270,320 | |||||||||||||||||||||||||||||||
Investments received | $ 5,788,642 | ||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | On the effective date of the Settlement Agreement, the amount due of $5,788,642 was split and apportioned into two separate replacement notes ("Replacement Note A" and Note B"). Replacement Note A had a principal amount of $1,000,000 and Replacement Note B had a principal balance of $4,788,642, both of which remained secured by the original security , pledge and guarantee agreements; and other applicable loan documents, and bear interest at 18% per annum. The default was not waived by this settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642 for accrued interest and advisory fees payable that were capitalized as note principal. The interest rate was amended to 12% effective June 12, 2018. | ||||||||||||||||||||||||||||||||
Credit Agreement [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Maturity date, description | Notwithstanding anything contained in this Agreement to the contrary, all obligations owing by the Company and all other Credit Parties under the Credit Agreement, First Replacement Note B, and all other Loan Documents shall be paid in full by the Extended Maturity Date as follows: $52,500 per month from January 13, 2018 to December 13, 2018 and the remaining principal and accrued interest on January 13, 2019. Interest payments made since the amendment have totaled $323,440 and are therefore not in accord with that amendment. | ||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Convertible note, description | Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. | ||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Power Up Lending Group Ltd [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||
Debt premium | 53,846 | ||||||||||||||||||||||||||||||||
Fees and expenses | 21,500 | ||||||||||||||||||||||||||||||||
Investments received | $ 78,500 | ||||||||||||||||||||||||||||||||
Debt conversion, description | Power Up received a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than $150,000. The Note bears interest at 10% per annum and has a maturity date of July 15, 2018. The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of the Company's common stock at a discount of 35% of the average of the two lowest closing bid prices of Drone USA's common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of the issued and outstanding shares of the Company's common stock. | ||||||||||||||||||||||||||||||||
Additional paid in capital | $ 53,846 | ||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Convertible note, description | The Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company's common stock during the 5 business days immediately prior to the conversion date. | ||||||||||||||||||||||||||||||||
Payment of interest | $ 6,693,064 | ||||||||||||||||||||||||||||||||
Loans [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Advisory fee | $ 850,000 | $ 850,000 | $ 850,000 | ||||||||||||||||||||||||||||||
Issued of stock, shares | 539,204 | 539,204 | |||||||||||||||||||||||||||||||
Issued of stock | $ 850,000 | ||||||||||||||||||||||||||||||||
Senior Secured Credit Facility [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Maximum borrowing amount | $ 6,500,000 | ||||||||||||||||||||||||||||||||
Convertible note, description | The Note bears interest at a rate of 18% per annum, required monthly payments of $52,500, which is interest only, starting on October 13, 2016 through February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on March 13, 2018. | ||||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Maturity date | Dec. 15, 2020 | ||||||||||||||||||||||||||||||||
Interest rate at period end | 25.00% | ||||||||||||||||||||||||||||||||
Additional advisory fees | $ 850,000 | ||||||||||||||||||||||||||||||||
Reserve shares of common stock | 7,000,000 | ||||||||||||||||||||||||||||||||
Payments of interest, line of credit facility | $ 52,500 | ||||||||||||||||||||||||||||||||
Advisory fee | $ 1,200,000 | ||||||||||||||||||||||||||||||||
Payment of monthly principal and interest | $ 298,341 | $ 421,587 | |||||||||||||||||||||||||||||||
Accrued interest | $ 537,643 | ||||||||||||||||||||||||||||||||
Principal amount | $ 3,500,000 | 6,018,192 | |||||||||||||||||||||||||||||||
Debt discount maturity term | 5 days | ||||||||||||||||||||||||||||||||
Debt premium | $ 281,054 | ||||||||||||||||||||||||||||||||
Securities Shares Issued | 1,374,885,000 | ||||||||||||||||||||||||||||||||
Additional interest | $ 270,320 | ||||||||||||||||||||||||||||||||
Senior Secured Credit Facility [Member] | Note A [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Principal amount | 5,326,285 | ||||||||||||||||||||||||||||||||
Senior Secured Credit Facility [Member] | Note B [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Principal amount | $ 691,907 | ||||||||||||||||||||||||||||||||
First Tranche [Member] | Crown Bridge Partners, LLc [Member] | |||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge Partners, LLC ("Crown Bridge") under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company's common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. | ||||||||||||||||||||||||||||||||
Additional warrants | 200,000 |
Convertible Notes Payable and_5
Convertible Notes Payable and Advisory Fee Liabilities (Details Textual 1) - USD ($) | Jul. 12, 2019 | Nov. 13, 2018 | Oct. 20, 2018 | Sep. 04, 2018 | Jul. 31, 2018 | Jul. 02, 2018 | Mar. 07, 2018 | Mar. 05, 2018 | Feb. 07, 2018 | Jan. 03, 2018 | Dec. 13, 2017 | Dec. 07, 2017 | Nov. 09, 2017 | Nov. 09, 2017 | Nov. 09, 2017 | Oct. 19, 2017 | Mar. 31, 2019 | Dec. 18, 2018 | Dec. 02, 2018 | Nov. 27, 2018 | Nov. 18, 2018 | Nov. 02, 2018 | Oct. 23, 2018 | Oct. 17, 2018 | Oct. 02, 2018 | Sep. 18, 2018 | Sep. 02, 2018 | Aug. 29, 2018 | Aug. 01, 2018 | Jun. 01, 2018 | Apr. 20, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Dec. 20, 2017 | Nov. 28, 2017 | Nov. 15, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 18, 2019 | Aug. 18, 2019 | Jul. 18, 2019 | Jun. 18, 2019 | May 18, 2019 | Apr. 18, 2019 | Mar. 18, 2019 | Feb. 18, 2019 | Jan. 18, 2019 | Oct. 18, 2018 | Jul. 26, 2018 | Jul. 25, 2018 | Jul. 13, 2018 | Jul. 01, 2018 | Jan. 30, 2018 |
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 95,257 | $ 773,741 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment received for convertible debt | $ 640,000 | $ 115,000 | $ 640,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 6 months | 6 months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The note bears interest at 5%, matures on June 30, 2019 and is convertible into the Company's common stock at 50% of the lowest closing bid price during the 20 trading days immediately preceding the notice of conversion. | The notes have 6 month maturities and 12% interest rates. The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | The Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $6,000 with a charge to interest expense for the notes. The note was charged to professional fees during the month the note was issued. | The notes have 6 month maturities and 12% interest rates. The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | Unamortized debt discount was $2,069, at September 30, 2019, principal was $35,000, and accrued interest was $2,402. | The principal and accrued interest balance of $49,267 was assigned (under the original terms and conditions) to GHS Investments LLC ("GHS") on July 13, 2018 and all principal and interest was converted into common stock by GHS during the year ended September 30, 2018. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 10,375 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 7,841 | $ 7,841 | $ 7,055 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 30, 2019 | Feb. 28, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 12.00% | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants | 1,198,270,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common shares, description | EMA fully converted all principal, default charges ($3,650) and accrued interest into common shares during 2018 and surrendered the note. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium charge to interest expense | $ 90,000 | $ 10,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 2,000 | $ 12,500 | 8,077 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | $ 90,000 | $ 10,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | 3,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | |||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | a) 70% of the share price on the date of the note; or b) 50% of the lowest bid price during the 30 trading days preceding the date of the notice of conversion. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 10,435 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | 4,035 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative fair value | 8,881 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss on debt extinguishment | (57,623) | 151,978 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognised default charges | 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net debt extinguishment loss on conversion of notes | 14,057 | 239,444 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discounts | 95,257 | 773,741 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued unpaid | 2,152 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
GHS Investments LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 73,233 | $ 49,267 | $ 73,233 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The conversion rate is further reduced if the Company enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back period for determining the conversion rate and under certain other enumerated events, including if the conversion price is less than $.01 per share or if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). In addition, if the Company issues any shares of its common stock at less than the conversion price Labrys is entitled to full ratchet anti-dilution in such event. No shares of the Company's common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of the Company's common stock unless Labrys agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). Initially, the Company must instruct its transfer agent to reserve 6,198,049 shares of its common stock. The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink) and a $15,000 penalty if not paid by the maturity date. The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. In November 2017, the Company accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $57,885 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The Company received a payment of $84,000, net of issue costs of $23,500 which was recorded as a debt discount and is being amortized to interest expense over the Note term, under the terms of a Securities Purchase Agreement dated November 20, 2017, with Labrys Fund, LP ("Labrys") under which Drone USA issued to Labrys (i) a convertible note (the "Note") in the principal amount of $107,500 that bears interest of 10% (24% default rate) per annum and (ii) 335,938 shares of the Company's common stock as a commitment fee which were to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of November 20, 2017. Pursuant to ASC 260, as of December 31, 2017, the 335,938 contingent shares issued under the Financial Consulting Agreement are not considered outstanding and are not included in basic net loss per share or as potentially dilutive shares in calculating the diluted EPS. The Note has a maturity date of August 28, 2018 and a conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the date of conversion. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | Debt premium $28,538 was recorded as additional paid in capital on a pro-rata basis at each conversion date. | The Company was under default for failing to maintain a market capitalization of at least $5,000,000 on any trading day. The 421,238 commitment shares were considered issued in February 2018 at a price of $0.09 per share based on the then market close price for a total value of $37,911 which was recorded as interest and financing costs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The Company entered into a Securities Purchase Agreement with Power Up under which the Company received $42,000, net of $11,000 in fees and expenses to be recorded as debt discount and amortized to interest expense over the Note term, in return for issuing a convertible promissory note (the "Note") in the principal amount of $53,000. Power Up received a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than $150,000. The Note bears interest at 10% per annum and has a maturity date of December 15, 2018. The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of the Company's common stock at a discount of 35% of the average of the two lowest closing bid prices of the Company's common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of the issued and outstanding shares of Drone USA common stock. The Note is subject to customary default provisions, including a cross default provision. The Company is required to have authorized for issuance six times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not in effect) and based on the applicable conversion price of the Note in effect from time to time, initially to be 13,046,154 shares of common stock. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $28,538 with a charge to interest expense. The principal balance and accrued interest were fully converted during the year ended September 30, 2018. Debt premium $28,538 was recorded as additional paid in capital on a pro-rata basis at each conversion date. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | Put premiums for stock settled debt were also recognized for $22,500 ($15,000 default penalty) and $26,293 ($50,000 default penalty) with charges to interest expense based on the common stock price discounts associated with the respective conversions of the default amounts. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Market capitalization | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term purchase commitment, description | The 335,938 commitment shares were considered issued in February 2018 which was recorded as interest and financing costs at the then market close price of $0.09 per share for a value of $30,234. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vendor settlement | $ 161,700 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 17,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company increased note principal to $122,500 and added $8,077 to debt premium related to the stock settled debt feature discussed above. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 20, 2018 | Oct. 20, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Penalty expenses | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discounts | $ 17,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company's common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company's common stock is less than $0.05 per share and no shares of the Company's common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company's common stock and the conversion shares contain piggy-back registration rights. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 12,507 | $ 12,507 | $ 12,507 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Penalty expenses | 31,529 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional warrant | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments received | $ 75,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | Other Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 10,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 19,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The terms of a Securities Purchase Agreement dated October 25, 2017. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt default common stock par value, description | The Note is subject to customary default provisions including an event of default if the bid price of the Company's common stock is less than its par value of $.0001 per share. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discounts | $ 10,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ema Financial [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net debt extinguishment loss on conversion of notes | $ 239,444 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ema Financial [Member] | Others Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 20,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment received for convertible debt | 79,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 5,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | No shares of the Company's common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company's common stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The terms of a Securities Purchase Agreement dated October 25, 2017. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | The Note has a maturity date of December 7, 2018 and has a conversion rate for any unpaid principal and interest at a conversion price which is the lower of (i) the closing sales price of the Company's common stock on the trading day immediately preceding the date of funding and (ii) a 35% discount to (a) the lowest sales price of the shares of the Company's common stock within a 20 day trading period including and immediately preceding the conversion date or (b) the lowest bid price on the conversion date, whichever is lower, and the conversion shares contain piggy-back registration rights. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.095 in which case the conversion rate is a 50% discount under the terms set forth above. No shares of the Company's common stock can be issued to the extent EMA Financial would own more than 4.99% of the outstanding shares of the Company's common stock. The Company also is required at all times to have authorized and reserved eight times the number of shares that is actually issuable upon full conversion or adjustment of the Note (based on the conversion price of the Note in effect from time to time) and initially must instruct its transfer agent to reserve 6,802,000 shares of common stock in the name of EMA Financial for issuance upon conversion. The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). The Company is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest if paid within 90 days after the issue date and 150% thereafter. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, "Derivatives and Hedging – Contracts in an Entity's Own Stock", the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Binomial valuation model. At the end of each period, the Company revalued the embedded conversion option and warrants derivative liabilities. In connection with this Note, on the initial measurement date of December 7, 2017, the fair values of the embedded conversion option derivative of $149,028 was recorded as derivative liabilities, $70,028 was charged to current period operations as initial derivative expense, and $79,000 was recorded as a debt discount and is being amortized into interest expense over the term of this Note. | (i) the annual interest rate to 12% percent and (ii) the Original Issue Discount by $3,650. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discounts | $ 20,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The following notes have been issued to the law firm, each having six month term to maturity and 12% annual interest but a change in the conversion terms such that a fixed discount of 50% of the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | (i) the Conversion Amount (the numerator); divided by (ii) 85% of the lowest of the daily volume weighted average price of the Company's common stock during the five business days immediately prior to the conversion date, which price shall be indicated in the conversion notice (the denominator) (the "Conversion Price"). | The Company issued a convertible note to Livingston Asset Management for $51,000, under the same interest rate and conversion discount terms. The note matures on March 31, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 155,000 | $ 12,500 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 31, 2019 | May 31, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 30.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common shares, description | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | The note has not been converted and the principal balance is $15,000 with $2,789 of accrued interest at September 30, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly fee | $ 17,000 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly convertible note | 17,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly cash due | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Morningview Financial, LLC [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment received for convertible debt | 60,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | No shares of the Company's common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company's common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt default common stock par value, description | Debt premium $55,529 was recorded as additional paid in capital on a pro-rata basis at each conversion date. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | The Note has a maturity date of 12 months and a conversion rate for any unpaid principal and interest and a conversion price which is a 35% discount to the lowest sales price of the shares of the Company's common stock within a 20-day trading period including and immediately preceding the conversion date. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.05 in which case the conversion rate is a 45% discount under the terms set forth above. No shares of the Company's common stock can be issued to the extent Morningview Financial would own more than 4.99% of the outstanding shares of the Company's common stock. The Company also is required at all times to have authorized and reserved eight times the number of shares that is actually issuable upon full conversion or adjustment of the Note (based on the conversion price of the Note in effect from time to time). The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company's Trading Price as that term is defined in the Note is less than $.0001 or if a money judgment, writ or similar process shall be entered or filed against the Company or any of its subsidiaries for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of 20 days unless otherwise consented to by the holder of the Note. Additionally, upon default and default notice by the lender, the amount immediately due shall be increased to 150% or 200% of the outstanding principal and interest due depending upon the default provisions, plus default interest. The Company is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $44,423 with a charge to interest expense. Mornningview Financial assessed charges of $20,625 under technical default terms of the note during the month of June 2018. The Company increased principal and debt discount by $20,625 and recorded additional premium of $11,106 in connection with the stock settled debt feature discussed above. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discounts | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jefferson Street Capital LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at the lower of: 50% discount to the lowest bid price over the 20 trading days prior to conversion notification; or 50% of the lowest bid price during the 20 trading days prior to the closing date of the related assignment. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company issued a convertible promissory note to Trillium Partners LP for cash in the amount of $10,000. The note bears interest at 10%, matures on January 11, 2020, and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 20 trading days immediately preceding the notice of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $10,000 with a charge to interest expense for the notes. The note balance and premium were $10,000 and accrued interest was $213, at September 30, 2019. | The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium charge to interest expense | $ 62,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Converted common stock | 115,668,621 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Labrys Fund LP [Member] | Other Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments issuance cost | $ 23,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve common stock | 6,198,049 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Auctus Fund, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 7,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment received for convertible debt | $ 95,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The Company issued to Auctus a convertible note (the "Note") in the principal amount of $105,000 that bears interest of 10% per annum. The Note has a maturity date of nine months or October 26, 2018, and a conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen trading day period ending on the latest complete trading day prior to the date of conversion. The conversion rate is further reduced if the Company enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back period for determining the conversion rate and under certain other enumerated events, including if the conversion shares cannot be delivered by DWAC. In addition, if the Company issues any shares of its common stock at less than the conversion price, Auctus is entitled to full ratchet anti-dilution in such event. No shares of the Company's common stock can be issued to the extent Auctus would own more than 4.99% of the outstanding shares of the Company's common stock unless Auctus agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved ten times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. Auctus assessed a default penalty of $15,000 which along with $15,000 of additional debt premium was recorded on August 20, 2018. The principal (including the default assessment) and accrued interest were fully converted during the year ended September 30, 2018. Total debt premium of $71,538 was recorded as additional paid in capital on a pro-rata basis at each conversion date. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discounts | $ 7,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Labrys [Member] | Other Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional default penalties | $ 50,000 | $ 15,000 |
Loans and Notes Payable (Detail
Loans and Notes Payable (Details) - USD ($) | Sep. 18, 2019 | Aug. 15, 2019 | Nov. 13, 2018 | Oct. 20, 2018 | Oct. 17, 2018 | Sep. 04, 2018 | Sep. 04, 2018 | Oct. 19, 2017 | Dec. 05, 2018 | Oct. 23, 2018 | Oct. 17, 2018 | Sep. 19, 2018 | Aug. 29, 2018 | Apr. 20, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 18, 2019 | Jul. 18, 2019 | Jun. 18, 2019 | May 18, 2019 | Apr. 18, 2019 | Mar. 18, 2019 | Feb. 18, 2019 | Jan. 18, 2019 | Dec. 18, 2018 | Nov. 27, 2018 | Nov. 18, 2018 | Oct. 18, 2018 | Sep. 18, 2018 | Jul. 13, 2018 |
Loans and Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Net proceeds from note payable | $ 232,500 | |||||||||||||||||||||||||||||
Principal amount | 10,375 | |||||||||||||||||||||||||||||
Bears interest rate | 5.00% | |||||||||||||||||||||||||||||
Default rate | 10.00% | |||||||||||||||||||||||||||||
Maturity date | Jun. 30, 2019 | Feb. 28, 2018 | ||||||||||||||||||||||||||||
Amortization of debt discounts | 95,257 | 773,741 | ||||||||||||||||||||||||||||
Convertible notes | $ 6,000 | $ 90,000 | $ 10,000 | $ 10,000 | $ 6,000 | 3,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | ||||||||||||
Derivative liabilities | $ 10,435 | |||||||||||||||||||||||||||||
Net loss on debt extinguishment | (57,623) | 151,978 | ||||||||||||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||||||||||
Loans and Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Net proceeds from note payable | $ 232,500 | |||||||||||||||||||||||||||||
Net of fees and expenses | 17,500 | |||||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||||||
Bears interest rate | 12.00% | |||||||||||||||||||||||||||||
Default rate | 18.00% | |||||||||||||||||||||||||||||
Maturity date | Apr. 20, 2018 | Oct. 20, 2018 | ||||||||||||||||||||||||||||
Amortization of debt discounts | 17,500 | |||||||||||||||||||||||||||||
Financing expense | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||
World Market Ventures LLC [Member] | ||||||||||||||||||||||||||||||
Loans and Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Conversion price | $ 0.001975 | |||||||||||||||||||||||||||||
Trillium Partners LP [Member] | ||||||||||||||||||||||||||||||
Loans and Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Net of fees and expenses | $ 2,290 | |||||||||||||||||||||||||||||
Conversion price | $ 0.002 | |||||||||||||||||||||||||||||
Porta Pellex [Member] | ||||||||||||||||||||||||||||||
Loans and Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Principal amount | $ 62,500 | $ 62,500 | ||||||||||||||||||||||||||||
Amortization of debt discounts | 62,500 | $ 62,500 | ||||||||||||||||||||||||||||
Debt interest expense | $ 125,000 | |||||||||||||||||||||||||||||
Note payable | $ 125,000 | |||||||||||||||||||||||||||||
Loan payable, description | Porta Pellex, the holder of the note above, sold and assigned 50% of the face amount to Trillium Partners LP and World Market Ventures LLC. | |||||||||||||||||||||||||||||
Accrued interest | $ 7,500 | |||||||||||||||||||||||||||||
Sale of related party, description | Assigned $62,500 of the remaining principal balance of its note to Jefferson Street Capital LLC along with $7,500 of accrued interest. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at the lower of: 50% discount to the lowest bid price over the 20 trading days prior to conversion notification; or 50% of the lowest bid price during the 20 trading days prior to the closing date of the related assignment. | Assigned $62,500 of the principal balance of its note to Trillium Partners LP along with $7,500 of accrued interest, leaving an unpaid balance of $62,500 plus accrued interest on Porta Pellex's original note. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. This modification was treated as a debt extinguishment. The modified note was treated as stock settled debt in accordance with ASC 480 and $62,500 was recorded as put premium with a charge to interest expense for the assigned and restated note. | ||||||||||||||||||||||||||||
Derivative liabilities | $ 78,471 | |||||||||||||||||||||||||||||
Derivative expenses | $ 15,971 | |||||||||||||||||||||||||||||
Trillium Partners LP [Member] | ||||||||||||||||||||||||||||||
Loans and Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Converted fees | $ 1,095 | |||||||||||||||||||||||||||||
Converted pricipal | 62,500 | |||||||||||||||||||||||||||||
Converted interest | $ 6,781 | |||||||||||||||||||||||||||||
Conversion of common shares | 115,668,621 | 35,187,910 | ||||||||||||||||||||||||||||
Additional paid in capital in conjunction with conversion | $ 62,500 | |||||||||||||||||||||||||||||
World Market Ventures LLC [Member] | ||||||||||||||||||||||||||||||
Loans and Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Principal amount | 1,020 | |||||||||||||||||||||||||||||
Converted fees | 61,481 | |||||||||||||||||||||||||||||
Converted pricipal | $ 6,657 | |||||||||||||||||||||||||||||
Conversion of common shares | 34,500,000 | |||||||||||||||||||||||||||||
Additional paid in capital in conjunction with conversion | $ 61,481 | |||||||||||||||||||||||||||||
Convertible notes | 1,020 | |||||||||||||||||||||||||||||
Trillium Partners LP and World Market Ventures [Member] | ||||||||||||||||||||||||||||||
Loans and Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Principal amount | $ 62,500 | $ 62,500 | ||||||||||||||||||||||||||||
Loan payable, description | The assigned notes were restated with a 50% conversion discount from the lowest bid price of the common stock in the 20 days immediately preceding the conversion notice date. | |||||||||||||||||||||||||||||
Jefferson Street Capital LLC [Member] | ||||||||||||||||||||||||||||||
Loans and Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Conversion of common shares | 128,619,959 | |||||||||||||||||||||||||||||
Net loss on debt extinguishment | 14,057 | |||||||||||||||||||||||||||||
Howco [Member] | ||||||||||||||||||||||||||||||
Loans and Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Principal amount | 187,870 | $ 184,390 | ||||||||||||||||||||||||||||
Accounts receivable financing principal amount | 195,840 | $ 210,000 | ||||||||||||||||||||||||||||
Accounts received in cash | 149,541 | 146,250 | ||||||||||||||||||||||||||||
Charged expenses | 3,459 | 3,459 | ||||||||||||||||||||||||||||
Deferred financing costs | $ 42,840 | $ 60,000 | ||||||||||||||||||||||||||||
Description of term of agreement | Under the terms of the agreement PIRS receives 172 payments of $1,139, for each business day. | Under the terms of the agreement Fora receives 245 payments of $854, for each business day followed by a final payment of $853. |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning | 18,505,000 | 44,351,200 |
Number of Options, Forfeited | (750,000) | (25,846,200) |
Number of Options, Outstanding, Ending | 17,755,000 | 18,505,000 |
Number of Options, Exercisable | 12,838,000 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 0.22 | $ 0.21 |
Weighted-Average Exercise Price, Forfeited | 0.20 | |
Weighted-Average Exercise Price, Outstanding, Ending | 0.22 | $ 0.22 |
Weighted-Average Exercise Price, Exercisable | $ 0.21 | |
Weighted-Average Remaining Contractual Term (Years), Outstanding | 8 years 5 months 16 days | 9 years 3 months 8 days |
Weighted-Average Remaining Contractual Term (Years), Outstanding, Ending | 7 years 2 months 5 days | 8 years 5 months 16 days |
Weighted-Average Remaining Contractual Term (Years), Exercisable | 6 years 10 months 3 days | |
Weighted-Average Grant-Date Fair Value, Outstanding, Beginning | ||
Weighted-Average Grant-Date Fair Value, Forfeited | ||
Weighted-Average Grant-Date Fair Value, Outstanding, Ending | ||
Weighted-Average Grant-Date Fair Value, Exercisable | ||
Aggregate Intrinsic Value, Outstanding, Beginning | ||
Aggregate Intrinsic Value, Forfeited | ||
Aggregate Intrinsic Value, Outstanding, Ending | ||
Aggregate Intrinsic Value, Exercisable |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding, Beginning | 69,578,947 | 500,000 |
Number of Warrants, Granted | 300,000 | |
Number of Warrants, Exercised | (167,595,513) | |
Number of Warrants, Anti-Dilution | 68,778,947 | |
Number of Warrants, Anti-Dilution adjustment | 1,296,287,316 | |
Number of Warrants, Outstanding, Ending | 1,198,270,750 | 69,578,947 |
Number of Warrants, Exercisable | 1,197,470,750 | 69,578,947 |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 0.00158 | $ 0.01 |
Weighted-Average Exercise Price, Exercised | 0.000158 | |
Weighted-Average Exercise Price, Anti-Dilution | 0.00151 | |
Weighted-Average Exercise Price, Outstanding, Ending | $ 0.00158 | |
Weighted-Average Exercise Price, Exercisable | $ 0.00004 | |
Weighted-Average Remaining Contractual Term (Years), Outstanding, Beginning | 4 years 1 month 6 days | 2 years 11 months 8 days |
Weighted-Average Remaining Contractual Term (Years), Exercised | 4 years 1 month 6 days | |
Weighted-Average Remaining Contractual Term (Years), Anti-Dilution | 4 years 29 days | |
Weighted-Average Remaining Contractual Term (Years), Outstanding, Ending | 4 years 1 month 6 days | |
Weighted-Average Grant-Date Fair Value, Outstanding, Beginning | $ 0.36 | |
Weighted-Average Grant-Date Fair Value, Exercised | ||
Weighted-Average Grant-Date Fair Value, Anti-Dilution | 0.0036 | |
Weighted-Average Grant-Date Fair Value, Outstanding, Ending | ||
Weighted-Average Grant-Date Fair Value, Exercisable | ||
Aggregate Intrinsic Value, Outstanding, Beginning | $ 185,822 | |
Aggregate Intrinsic Value, Anti-Dilution | 185,822 | |
Aggregate Intrinsic Value, Outstanding, Ending | $ 71,867 | $ 185,822 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details Textual) - USD ($) | Aug. 06, 2019 | Jun. 10, 2019 | May 03, 2019 | Apr. 03, 2019 | Mar. 13, 2019 | Feb. 11, 2019 | Feb. 06, 2019 | Feb. 04, 2019 | Jan. 08, 2019 | Jan. 04, 2019 | Nov. 13, 2018 | Sep. 04, 2018 | Aug. 06, 2018 | Jul. 15, 2018 | Jul. 12, 2018 | Jun. 21, 2018 | Jun. 15, 2018 | Jun. 13, 2018 | Jun. 11, 2018 | Jun. 08, 2018 | Jun. 07, 2018 | Jun. 06, 2018 | May 30, 2018 | May 29, 2018 | May 25, 2018 | May 21, 2018 | May 17, 2018 | May 08, 2018 | May 01, 2018 | Apr. 17, 2018 | Apr. 11, 2018 | Feb. 07, 2018 | Dec. 13, 2017 | Dec. 07, 2017 | Nov. 09, 2017 | Aug. 28, 2019 | Jul. 01, 2019 | Jun. 25, 2019 | Jun. 19, 2019 | Mar. 31, 2019 | Mar. 18, 2019 | Jan. 19, 2019 | Jan. 18, 2019 | Jan. 04, 2019 | Dec. 20, 2018 | Dec. 05, 2018 | Nov. 27, 2018 | Nov. 22, 2018 | Oct. 17, 2018 | Sep. 30, 2018 | Sep. 27, 2018 | Sep. 24, 2018 | Sep. 18, 2018 | Aug. 27, 2018 | Jul. 20, 2018 | Jun. 26, 2018 | Jun. 19, 2018 | Jun. 19, 2018 | Jun. 18, 2018 | Jun. 14, 2018 | May 04, 2018 | Apr. 01, 2018 | Feb. 16, 2018 | Nov. 28, 2017 | Nov. 15, 2017 | Nov. 09, 2017 | Mar. 18, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 18, 2019 | Aug. 18, 2019 | Jul. 18, 2019 | Jun. 18, 2019 | May 18, 2019 | Apr. 18, 2019 | Feb. 18, 2019 | Dec. 18, 2018 | Nov. 18, 2018 | Oct. 18, 2018 | Sep. 19, 2018 | Aug. 29, 2018 | Aug. 01, 2018 | Jul. 01, 2018 | Apr. 30, 2018 | Apr. 04, 2018 | Oct. 05, 2017 |
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock designations amount | 4,999,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 767,160,077 | 3,255,346,130 | 767,160,077 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | $ 21,541 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ 161,700 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First tranche payment | $ 6,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance date | Oct. 17, 2017 | Oct. 17, 2017 | Oct. 17, 2017 | Oct. 17, 2017 | Oct. 17, 2017 | Oct. 17, 2017 | Oct. 17, 2017 | Oct. 17, 2017 | Oct. 17, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 6 months | 6 months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of conversion of convertible notes | $ 90,000 | $ 10,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 3,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 1,451,613 | 1,935,484 | 2,419,355 | 1,318,681 | 575,539 | 566,038 | 438,596 | 283,688 | 707,547 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible conversion price | $ 0.0062 | $ 0.0062 | $ 0.0062 | $ 0.00991 | $ 0.0139 | $ 0.02212 | $ 0.02283 | $ 0.0423 | $ 0.02212 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement, description | The Company considered issued to Labrys 335,938 shares of the Company’s common stock, as a commitment fee which was to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of November 20, 2017. Prior to the February 7, 2018 amendment discussed below, pursuant to ASC 260 the 335,938 shares were considered contingent shares and not considered outstanding and not accounted for due to the contingency. On February 7, 2018 the Company amended the terms of the convertible note dated November 28, 2017 whereby the holder waives all existing events of default to date and in return shall no longer be required to return, under any circumstances, the commitment shares back to the Company’s treasury. On February 16, 2018 the Company issued the 335,938 shares at the then market close price of $0.09 per share for a value of $30,234 which was expensed. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 2,692,307 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding accounts payable, shares | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price grant date value | $ 0.0058 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price settlement date value | $ 0.004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settle payable balance | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on settlement | $ 9,154 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total notes | $ 125,000 | $ 284,949 | $ 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | 258,296 | 128,628 | 258,296 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss due to debt extinguishment | (57,623) | 151,978 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense | $ 481,583 | 413,321 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split, description | The Company filed amendments with the Secretary of the State of Delaware, amending its articles of incorporation to execute a reverse stock split of 1 share for every 1,000 shares outstanding, and changing its name to Bantec, Inc.. The name change and the stock split are pending approval by FINRA. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Award grant shares | 82,245,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | For the Livingston Asset Management LLC conversions noted above from January 8, 2019 to March 18, 2019, total debt, interest and fees were $58,403 and related debt premium of $50,000 resulted in credits to equity of $108,403. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,500 | $ 12,500 | $ 2,125 | $ 12,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.0002 | $ 0.0003 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 47,663,700 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note premium | 204,989 | 204,989 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total notes | $ 513,089 | 513,089 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal reduction | $ 10,375 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 12,500 | $ 12,500 | 12,500 | $ 12,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate fair values of conversion shares | 71,883,550 | 80,650,600 | 145,068,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | 627 | 654 | 658 | 757 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion note fee | $ 1,250 | $ 1,145 | $ 1,250 | $ 1,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.0006815 | $ 0.0002235 | $ 0.0002235 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 60,611,842 | 52,100,526 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants surrendered | 69,375,000 | 58,230,000 | 58,230,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | $ 41,307 | $ 28,892 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | $ 138,430 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.0072 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 35,420,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants surrendered | 39,990,513 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | $ 68,232 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities reduced | $ 28,793 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 62,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 115,668,621 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible conversion price | $ 0.002 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 62,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion note fee | $ 2,290 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 9,500 | 4,788,642 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.00025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of shares | $ 45,320 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 45,306,040 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement, description | In total $270,320, was remitted to TCA reducing the related note from $691,907 to $421,587 during the year ended September 30, 2019 and $180,618 was charged to debt premium reducing the balance to $281,054 at September 30, 2019. | Between March 14, 2018 and October 29, 2018, 101,624,000 common shares were issued and sold by Livingston, with 71,624,000 shares issued and sold through September 30, 2018, and the remaining 30,000,000 issued as of September 30, 2018 and sold as of November 22, 2018. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from additional paid-in capital | 308,100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock sold | 645,728,000 | 30,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remitted payment in partial settlement | $ 225,000 | $ 45,320 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liability reduced | 45,320 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal reduction | 225,000 | 45,320 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 150,000 | $ 9,500 | $ 30,618 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | 108,403 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | 682 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion note fee | 1,145 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium cost | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tysadco Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ 24,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued, value | $ 1,191,667 | $ 8,000,000 | $ 15,287,500 | $ 10,000,000 | $ 2,387,302 | $ 240,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 0.0003 | 0.000375 | .0001 | 16,000 | 16,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly payments of shares | $ 358 | $ 3,000 | $ 684 | $ 4,000 | $ 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance settled amount due, description | The issuance settled the amounts due for June 21, 2018 through October 20, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vendor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding accounts payable, shares | 2,307,693 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jefferso Street Capita [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 62,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 128,619,959 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate fair values of conversion shares | $ 166,929 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion note fee | 4,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | 78,471 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | 62,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss due to debt extinguishment | $ 14,057 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
World Market Ventures LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible conversion price | $ 0.001975 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Matthew Wiles [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price grant date value | $ 0.00747 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settle payable balance | $ 14,940 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Agreement Labrys [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement, description | Pursuant to Replacement Note A with Livingston (see Note 7), the Company issued to Livingston 1,500,000 shares of the Company’s common stock under section 3(a)(10) of the Securities Act, which have been recorded at par value with an equal charge to additional paid-in capital and which value has been recorded as a liability remaining in convertible note balance, until these shares have been sold and reported to the Company. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued for debt issuance costs | 335,938 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company's common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
June 1, 2018 [Member] | Livingston Asset Management [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | 24 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
June 1, 2018 [Member] | Livingston Asset Management [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion note fee | 1,145 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
July 1, 2018 [Member] | Livingston Asset Management [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.00025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 73,967,680 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 15,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | 678 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion note fee | $ 1,145 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 1, 2018 [Member] | Livingston Asset Management [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.0003 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 47,618,033 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 12,500 | $ 12,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | 640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion note fee | $ 1,145 | $ 1,145 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company's common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. The warrants have full ratchet price protection and cashless exercise rights | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First tranche payment | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance date | Oct. 25, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.35 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of common stock | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense related to stock options | $ 265,113 | $ 198,290 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total unrecognized compensation and consulting expense related to unvested stock options | $ 353,265 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average period share-based compensation expense | 2 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, voting rights | These preferred shares have voting rights per shareholder equal to the total number of issued and outstanding shares of common stock divided by 0.99. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense | $ 265,113 | $ 137,969 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Labrys Fund LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 421,238 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance date | Nov. 28, 2017 | Nov. 28, 2017 | Nov. 28, 2017 | Nov. 28, 2017 | Nov. 28, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 2,626,859 | 2,261,569 | 1,861,240 | 4,310,851 | 3,286,236 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible conversion price | $ 0.0046 | $ 0.0046 | $ 0.0098 | $ 0.0015 | $ 0.0034 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 421,238 | 421,238 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price grant date value | $ 0.09 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settle payable balance | $ 37,911 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance date | Nov. 9, 2017 | Nov. 9, 2017 | Nov. 9, 2017 | Nov. 9, 2017 | Nov. 9, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 3,607,000 | 2,400,000 | 750,000 | 550,000 | 4,732,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible conversion price | $ 0.0026 | $ 0.0034 | $ 0.0107 | $ 0.0107 | $ 0.0019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ema Financial [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance date | Nov. 21, 2017 | Nov. 21, 2017 | Nov. 21, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 2,800,000 | 3,800,000 | 3,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible conversion price | $ 0.0042 | $ 0.0026 | $ 0.0031 | $ 0.0031 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expense | $ 7,539 | $ 0 | $ 7,539 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Morningview Financial, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance date | Dec. 13, 2017 | Dec. 13, 2017 | Dec. 13, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 3,484,849 | 3,129,658 | 2,692,308 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible conversion price | $ 0.0033 | $ 0.0034 | $ 0.0039 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tysadco Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 533,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued for debt issuance costs | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 133,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.0003 | $ 0.00025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First tranche payment | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from additional paid-in capital | $ 270,320 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 21,428 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Technology Support Services [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ 6,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.00018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued, value | $ 32,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | $ 45,000 | $ 125,968 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Power Up Lending Group Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 53,846 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | Labrys Fund LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | Crown Bridge Partners, LLc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants surrendered | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Others Convertible Debt [Member] | Ema Financial [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Morningview Financial, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CEO [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.0003 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense related to stock options | $ 450 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The advances are to be for 100% of the face value of the purchased receivables. Pike Falls receives 4% of the purchase price for the first 45 days and .00086% per day thereafter on the unpaid balance. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | $ 195,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CEO [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The note principal, put premium and interest balances are $15,000, $15,000 and $319 at September 30, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | $ 367,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | $ 296,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ 1,318 | $ 1,245 | $ 295,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.074 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vested shares of common stock | 125,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expense | 147,800 | 147,800 | $ 73,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price grant date value | $ 0.0096 | $ 0.0083 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CFO [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense related to stock options | $ 200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 200,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Advisory Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ 12,450 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vested shares of common stock | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price grant date value | $ 0.0083 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 36,145,834 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | $ 3,615 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of conversion of convertible notes | $ 2,135,815 | $ 2,135,815 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 605,808,574 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, description | The Company's shareholders approved an increase in authorized common stock to 1,500,000,000 from 200,000,000, which became effective upon the filing of an amendment to the articles of incorporation with the State of Delaware on April 24, 2018. On January 30, 2019 the Company's shareholders approved an increase in authorized common stock to 6,000,000,000 from 1,500,000,000, which became effective February 24, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued, value | 1,273,261,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from additional paid-in capital | 107,876 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remitted payment in partial settlement | $ 220,238,995 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | $ 1,537,184 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company's common stock during the 5 business days immediately prior to the conversion date. |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details Textual 1) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 09, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 09, 2016 | |
Stockholders' Deficit (Textual) | ||||
Warrants issued | 1,198,270,750 | |||
Employee Stock Option [Member] | ||||
Stockholders' Deficit (Textual) | ||||
Compensation and consulting expense related to stock options | $ 265,113 | $ 198,290 | ||
Total unrecognized compensation and consulting expense related to unvested stock options | $ 353,265 | |||
Weighted average period share-based compensation expense | 2 years | |||
Warrant [Member] | ||||
Stockholders' Deficit (Textual) | ||||
Warrants issued | 500,000 | |||
Warrants exercisable term | 5 years | |||
Warrants exercise price | $ 0.01 | |||
Warrants outstanding | $ 180,000 | |||
Securities Purchase Agreement [Member] | ||||
Stockholders' Deficit (Textual) | ||||
Convertible note, description | The Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company's common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. | |||
Security purchase agreement, description | On December 20, 2017 an additional 200,000 warrants were issued as a penalty and in order to entice Crown Bridge to waive its right of first refusal to provide additional financing under the terms of their convertible note. A debt discount of $44,036 was recorded for the relative fair market value of the total 300,000 warrants and amortized to interest expense as of September 30, 2018. The warrants have full ratchet price protection and cashless exercise rights (See Note10). The warrant includes an anti-dilution clause that was triggered on June 4, 2018. On June 4, 2018 an unrelated convertible note holder became entitled to convert their note into common shares at a 60% discount to the stock's market price. The anti-dilution provision trigger in the warrant agreement entitled Crown Bridge to exercise its warrants under a formula that increased the number of common shares to 31,250,000 at a price of $.0036 per share. Due to the fact that the number of shares and exercise price can change due to market changes in the price of the common stock the Company has concluded to treat the warrants as derivatives and to revalue that derivative at each reporting date. Therefore a derivative liability of $261,484 with a charge to additional paid in capital was recorded on June 4, 2018. As of September 30, 2019, the warrant was revalued and the warrant holder is entitled to exercise its warrants for 1,197,770,750 common shares and the related derivative liability is $119,747. | |||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||
Stockholders' Deficit (Textual) | ||||
Convertible note, description | The Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company's common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. The warrants have full ratchet price protection and cashless exercise rights |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | |
Defined Contribution Plan (Textual) | |||
Percentage of annual compensation | 90.00% | ||
Employer contributions charged to operations | $ 0 | $ 0 | |
Employer contributions charged to expense | $ 30,683 | $ 2,080 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 16, 2019 | Jan. 30, 2019 | Mar. 28, 2017 | Sep. 30, 2019 | Sep. 30, 2016 | Sep. 30, 2018 | |
Related Party Transactions (Textual) | ||||||
Severance costs | $ 1,500,000 | |||||
Employee-related liabilities, current | 93,000 | $ 93,000 | ||||
CEO [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Employee benefits and share-based compensation | 250,000 | |||||
Severance costs | 1,500,000 | |||||
President [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Employee benefits and share-based compensation | 370,000 | |||||
Severance costs | $ 2,500,000 | |||||
Chief Strategy Officer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Employee compensation agreement, description | The Company's former Chief Strategy Officer which provided for annual base compensation of $400,000 for a period of three years and provided for other additional benefits as defined in the agreement including a signing bonus of $100,000 payable during the first year of employment. As of September 30, 2019 and 2018, the bonus has not been paid and is included in accrued expenses. On July 7, 2017, the former Chief Strategy Officer and member of the Board was terminated. His 7,500,000 options were subsequently forfeited (See Note 16). | |||||
Michael Bannon's [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Employment agreement salary | $ 624,000 | |||||
Annual bonus | 3.00% | |||||
Jeffery L. Garon [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Employee compensation agreement, description | Under the terms of the January 4, 2019 compensation agreement with the CFO, the Company issues 100,000 shares each month to the CFO. The monthly stock awards are charged to compensation expense using the grant date quoted prices. During the year ended September 30, 2019, the Company was obligated to and issued 1,700,000 common restricted shares to the former CFO charging payroll expenses $600. The CFO resigned effective June 20, 2019. | |||||
Matthew Wiles [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Description of employment agreement | Under the terms of the employment agreement, Mr. Wiles' compensation is $140,000 per annum and he also will be eligible for a bonus of 10% of Howco's gross profits over $1.25 million to be paid in cash after the annual financial statements have been completed and, if applicable, audited for filing with the SEC. Mr. Wiles will also receive options to acquire 250,000 shares of Bantec's common stock, vesting over five years in equal amounts on the anniversary date of his Employment Agreement. On September 16, 2019, Mr. Wiles' employment agreement was modified to provide salary of $275,000, and an annual bonus of 2% of net income. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Current | ||
Federal | ||
State | ||
Current income tax expense (benefit) | 50 | |
Deferred | ||
Federal | ||
State | ||
Deferred income tax expense (benefit) | ||
Total income tax provision (benefit) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal (tax benefit) provision at statutory rate | $ (1,494,183) | $ (2,021,203) |
State (tax benefit) income taxes, net of federal benefit | (601,231) | (473,129) |
Permanent differences | 1,017,899 | 61,491 |
True up | (575,537) | |
Change in Federal tax rate | 2,499,867 | |
Changes in valuation allowance | 1,653,052 | (67,026) |
Total |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Deferred Tax Assets | ||
Stock-based compensation | $ 1,415,118 | $ 760,339 |
Net operating losses | 5,496,575 | 4,650,053 |
Other | ||
Total deferred tax assets | 6,911,693 | 5,410,392 |
Valuation allowance | (6,911,693) | (5,258,641) |
Net deferred tax assets | 151,751 | |
Deferred Tax Liabilities | ||
Identifiable intangibles - Howco Purchase | (151,751) | |
Total deferred tax liabilities | (151,751) | |
Net deferred tax |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 22, 2017 | Sep. 30, 2019 | |
Income Taxes (Textual) | ||
Operating loss carryforwards | $ 18,664,091 | |
Operating loss carryforwards future taxable income expire date | Dec. 31, 2038 | |
Operating loss carry forwards, description | The Company has net operating loss carryforwards of approximately $18,664,091 to reduce future taxable income. Of the $18,664,091, $15,789,653, can be used through 2038, and $2,874,438 may be carried forward indefinitely. | |
Provision for income taxes at the federal statutory rates | 21.00% | |
Minimum [Member] | ||
Income Taxes (Textual) | ||
Federal income tax rate | 21.00% | |
Maximum [Member] | ||
Income Taxes (Textual) | ||
Federal income tax rate | 34.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 40,737 |
Total minimum non-cancelable operating lease payments | $ 40,737 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | Feb. 11, 2019 | Nov. 13, 2018 | Sep. 04, 2018 | Apr. 13, 2018 | Feb. 14, 2018 | Aug. 09, 2017 | Nov. 30, 2018 | Nov. 18, 2018 | Sep. 18, 2018 | Jan. 29, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2016 | Apr. 10, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Commitments and Contingencies (Textual) | |||||||||||||||||||
Leases rent expense | $ 55,225 | $ 59,737 | |||||||||||||||||
Lease payment | $ 30,000 | ||||||||||||||||||
Total accrual under the lease term | $ 360,000 | ||||||||||||||||||
Accounts payable | 3,163,443 | $ 4,113,812 | $ 156,431 | ||||||||||||||||
Accrued accounts payable | $ 71,700 | $ 63,000 | |||||||||||||||||
Settlement gain amount | $ 33,361 | ||||||||||||||||||
Description of commitments | The Supreme Court of the State of New York issued a summons to the former CFO of the Company, to appear before the court to answer the Company's complaint seeking payment under a personal guarantee of the defendant to provide half of any compensation paid to the former Chief Strategy Officer. The Company is seeking $300,000 from the defendant relating to the November 27, 2018 settlement agreement with the former Chief Strategy Office for $600,000. | The Company vacated the New York premises. Subsequent to June 30, 2017, a lawsuit was filed in the Supreme Court of the State of New York for an alleged breach of a Service Agreement for approximately $63,000 in connection with the lease the Company entered into for its former office space in New York. | |||||||||||||||||
Stipulation agreement, description | The Company entered into a stipulation agreement with the investor relations firm which settled the amount due at $20,000 if payment was made by February 21, 2018. The lump sum payment was made on February 16, 2018 and a gain on extinguishment of debt of $48,544 was recorded. | ||||||||||||||||||
Convertible note amount | $ 90,000 | ||||||||||||||||||
Debt conversion, description | The note bears interest at 5%, matures on June 30, 2019 and is convertible into the Company's common stock at 50% of the lowest closing bid price during the 20 trading days immediately preceding the notice of conversion. | The notes have 6 month maturities and 12% interest rates. The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | The Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $6,000 with a charge to interest expense for the notes. The note was charged to professional fees during the month the note was issued. | The notes have 6 month maturities and 12% interest rates. The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | Unamortized debt discount was $2,069, at September 30, 2019, principal was $35,000, and accrued interest was $2,402. | The principal and accrued interest balance of $49,267 was assigned (under the original terms and conditions) to GHS Investments LLC ("GHS") on July 13, 2018 and all principal and interest was converted into common stock by GHS during the year ended September 30, 2018. | |||||||||||||
Settlement payable | $ 174,574 | $ 161,255 | |||||||||||||||||
Professional fees | $ 161,700 | ||||||||||||||||||
Note bears interest | 5.00% | ||||||||||||||||||
Howco Distributing [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Debt conversion, description | The employee profit is equal to their annual salary divided by the Company's total annual payroll and multiplied by 10% of net income for the fiscal year. During 2019 and 2018 the employees earned approximately $0 and $21,000 under this plan. | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Monthly lease rent obligation | 16,500 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Monthly lease rent obligation | 15,000 | ||||||||||||||||||
Texas Wyoming Drilling, Inc. [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Amount of claim for unpaid bills | $ 75,000 | ||||||||||||||||||
Description of commitments | Two vendors (The Equity Group and Toppan Vintage) have asserted claims for past due amounts of approximately $59,000, arising from services provided. | ||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Description of commitments | The Company shall pay to this vendor an aggregate amount of $60,000 of which $30,000 was paid on February 2, 2018. Additionally, the Company shall pay ten monthly payments of $3,000 per month beginning on February 29, 2018. Additionally, the vendor returned 400,000 common shares of the Company's common stock which will be cancelled upon satisfaction of the liability. The liability is recorded at $21,000 as of September 30, 2019 and 2018. | ||||||||||||||||||
Causes of Action [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Amount of claim for unpaid bills | $ 74,325 | ||||||||||||||||||
Accounts payable | $ 68,544 | ||||||||||||||||||
Chief Strategy Officer [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Matching contribution | $ 100,000 | ||||||||||||||||||
Annual base compensation expenses | $ 400,000 | ||||||||||||||||||
Plaintiff payment, description | The plaintiff agreed to accept $600,000 in payments. The first scheduled payment of $200,000 was made on December 20, 2018 in accordance with the settlement terms. Twelve monthly payments of approximately $33,333 are due starting on January 15, through December 15, 2019. | ||||||||||||||||||
Settlement payable | $ 131,724 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Sep. 30, 2019USD ($)CustomersSuppliers | Sep. 30, 2018CustomersSuppliers | |
Concentrations (Textual) | ||
Cash, FDIC insured amount | $ | $ 250,000 | |
Concentrations of foreign sales | $ | $ 57,483 | |
Supplier One [Member] | Accounts Payable [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 14.00% | 18.00% |
Number of suppliers | Suppliers | 3 | 3 |
Supplier One [Member] | Supplier Concentration Risk [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 18.00% | 34.00% |
Number of suppliers | Suppliers | 2 | 2 |
Supplier Two [Member] | Accounts Payable [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 12.00% | 13.00% |
Number of suppliers | Suppliers | 3 | 3 |
Supplier Two [Member] | Supplier Concentration Risk [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 18.00% | 10.00% |
Number of suppliers | Suppliers | 2 | 2 |
Supplier Three [Member] | Accounts Payable [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 12.00% | 11.00% |
Number of suppliers | Suppliers | 3 | 3 |
Sales Revenue, Net [Member] | Customer [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 52.00% | |
Number of customers | 2 | |
Sales Revenue, Net [Member] | Customer One [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 14.00% | |
Number of customers | 2 | |
Sales Revenue, Net [Member] | Customer [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 52.00% | |
Number of customers | 3 | |
Sales Revenue, Net [Member] | Customer Two [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 17.00% | |
Number of customers | 3 | |
Sales Revenue, Net [Member] | Customer Three [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 10.00% | |
Number of customers | 3 | |
Accounts Receivable [Member] | Customer [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 57.00% | |
Number of customers | 2 | |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 20.00% | |
Number of customers | 2 | |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 20.00% | |
Number of customers | 3 | |
Accounts Receivable [Member] | Customer [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 50.00% | |
Number of customers | 3 | |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 20.00% | |
Number of customers | 3 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 01, 2020 | Jan. 01, 2020 | Dec. 01, 2019 | Nov. 07, 2019 | Nov. 01, 2019 | Oct. 07, 2019 | Oct. 01, 2019 | Nov. 13, 2018 | Jan. 28, 2020 | Dec. 31, 2019 | Dec. 30, 2019 | Dec. 18, 2019 | Nov. 18, 2019 | Nov. 01, 2019 | Oct. 18, 2019 | Sep. 27, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Subsequent Events (Textual) | ||||||||||||||||||
Share par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Professional fees | $ 161,700 | |||||||||||||||||
Issued of common shares | 2,692,307 | |||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Convertible promissory note | $ 17,000 | $ 17,000 | $ 17,000 | $ 78,000 | $ 6,000 | $ 6,000 | $ 17,000 | $ 6,000 | ||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 150.00% | 12.00% | 12.00% | 10.00% | 12.00% | ||||||||||
Accrued interest paid | $ 117,000 | |||||||||||||||||
Maturity date, description | The note bears interest at 10% and matures in six months. | The note bears interest at 10% and matures in six months. | The note bears interest at 10% and matures in six months | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | ||||||||||||
Issued of common shares | 194,520,000 | |||||||||||||||||
Description of cancelled and transfer of shares | The Company will cancel these shares and reverse the accounting recognition recorded upon issuance. In addition, Livingston transferred ownership of 25,718,995 common shares to an unrelated third party. | |||||||||||||||||
Gain on debt extinguishment | $ 136,375 | |||||||||||||||||
Monthly payments | $ 500 | |||||||||||||||||
Subsequent event, description | The Company issued a promissory note for $17,000 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10% and matures in six months. | |||||||||||||||||
Net of original issue discount | $ 208,500 | |||||||||||||||||
Cash received | 58,500 | |||||||||||||||||
Legal and other fees | $ 2,645 | |||||||||||||||||
Debt Instrument payment ,description | Howco will make payments each business day by way of an ACH withdrawal of $1,489, for 140 payments. | |||||||||||||||||
Issued a promissory note | $ 17,000 | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Subsequent Event [Member] | Trillium Partners LP [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Gain on debt extinguishment | $ 10,000 | |||||||||||||||||
Subsequent Event [Member] | Technology Service [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Restricted common stock | 25,000,000 | |||||||||||||||||
Professional fees | $ 2,500 | |||||||||||||||||
Subsequent Event [Member] | Internet media [Member] | ||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||
Restricted common stock | 25,000,000 | |||||||||||||||||
Professional fees | $ 2,500 |