Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2019 | Feb. 17, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Quad M Solutions, Inc. | |
Entity Central Index Key | 0000066600 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 72,128,616 | |
EntityFileNumber | 1-03319 | |
EntityAddressAddressLine1 | 122 Dickinson Avenue | |
EntityAddressPostalZipCode | 08753 | |
EntityTaxIdentificationNumber | 820144710 | |
EntityAddressCityOrTown | Toms River | |
LocalPhoneNumber | 423-5520 | |
CityAreaCode | 732 | |
EntityAddressStateOrProvince | NEW JERSEY |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 53,489 | $ 14,700 |
Total Current Assets | 53,489 | 14,700 |
TOTAL ASSETS | 53,489 | 14,700 |
CURRENT LIABILITIES | ||
Accounts payable | 14,990 | 34,710 |
Accrued interest | 74,167 | 39,312 |
Notes payable - related party | 59,790 | 58,128 |
Convertible debt, net | 706,066 | 351,275 |
Derivative liability | 1,589,022 | 1,509,792 |
Accrued expense | 367,167 | 283,833 |
Aurum payable | 400,000 | 400,000 |
Assigned receivables | 83,122 | |
Total Current Liabilities | 3,294,324 | 2,677,050 |
TOTAL LIABILITIES | 3,294,324 | 2,677,050 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.10 par value, 10,000,000 shares authorized, 800,001 issued and outstanding | 80,000 | 80,000 |
Common stock, $0.001 par value, 100,000,000 shares authorized; 68,777,733 and 60,436,162 shares issued and outstanding | 69,560 | 68,978 |
Additional paid-in capital | 4,376,504 | 4,271,462 |
Shares to be issued | 21,558 | |
Subscription receivable | (3,100) | (3,100) |
Accumulated deficit | (7,785,356) | (7,079,690) |
Total Stockholders' Equity | (3,240,835) | (2,662,350) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 53,489 | $ 14,700 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Sep. 30, 2019 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares par value | $ .10 | $ .10 |
Preferred stock, shares issued | 800,001 | 800,001 |
Preferred stock, shares outstanding | 800,001 | 800,001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 68,777,733 | 60,436,162 |
Common stock, shares outstanding | 68,777,733 | 60,436,162 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||
REVENUES | $ 221,358 | |
OPERATING EXPENSES | ||
Insurance expense | 211,377 | |
Professional fees | 55,542 | |
General and administrative | 237,862 | 17,884 |
Officers' fees | 99,110 | |
Mineral property expense | 27,301 | |
Travel | 17,186 | 38,707 |
Directors' fees | 22,000 | |
TOTAL OPERATING EXPENSES | 466,425 | 260,544 |
LOSS FROM OPERATIONS | (245,067) | (260,544) |
OTHER INCOME (EXPENSES) | ||
Interest expense | (397,106) | (4,848) |
Financing fees | ||
Gain (loss) on issuance of convertible debt | (294,700) | (71,158) |
Gain (loss) on revaluation of derivative | 266,907 | 35,753 |
Gain (loss) on assignment of receivable | (35,699) | |
TOTAL OTHER INCOME (EXPENSES) | (460,599) | (40,253) |
LOSS BEFORE TAXES | (705,666) | (300,797) |
INCOME TAXES | ||
NET LOSS | $ (705,666) | $ (300,797) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED | $ (0.01) | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED | 69,038,372 | 65,592,829 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Total | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Stock to be Issued or Subscription Receivable [Member] | Common Stock [Member] |
Balance, shares at Sep. 30, 2018 | 60,436,162 | |||||
Balance, amount at Sep. 30, 2018 | $ (158,443) | $ 2,752,600 | $ (3,026,479) | $ 55,000 | $ 60,436 | |
Rescinded shares, amount | 4,300 | (4,300) | ||||
Common stock issued for officers' fees, amount | 80,000 | 76,000 | 4,000 | |||
Common stock issued for directors' fees, amount | 22,000 | 21,890 | 110 | |||
Common stock issued for services, amount | 50,000 | 49,800 | $ 200 | |||
Rescinded shares, shares | (4,300,000) | |||||
Common stock issued for officers' fees, shares | 4,000,000 | |||||
Common stock issued for services, shares | 200,000 | |||||
Common stock issued for cash, shares | 3,925,000 | |||||
Common stock issued for directors' fees, shares | 110,000 | |||||
Common stock issued for cash, amount | 119,000 | 170,075 | (55,000) | $ 3,925 | ||
Net Income (Loss) | $ (300,798) | $ (300,798) | ||||
Balance, shares at Dec. 31, 2018 | 64,371,162 | |||||
Balance, amount at Dec. 31, 2018 | $ (188,241) | $ 3,074,665 | $ (3,327,277) | $ 64,371 | ||
Common stock issued for officers' fees, amount | 5,000 | 4,780 | 220 | |||
Common stock issued for services, amount | 230,000 | 229,000 | $ 1,000 | |||
Common stock issued for officers' fees, shares | 220,000 | |||||
Common stock issued for services, shares | 1,000,000 | |||||
Common stock issued for cash, shares | 1,758,000 | |||||
Common stock issued for cash, amount | 64,000 | 62,242 | $ 1,758 | |||
Net Income (Loss) | (419,909) | $ (419,909) | ||||
Common stock issued for financing fees asset, amount | $ 100,000 | 98,571 | $ 1,429 | |||
Common stock issued for financing fees asset, shares | 1,428,571 | |||||
Balance, shares at Mar. 31, 2019 | 68,777,733 | |||||
Balance, amount at Mar. 31, 2019 | $ (209,150) | 3,469,258 | $ (3,747,186) | $ 68,778 | ||
Net Income (Loss) | (1,563,631) | $ (1,563,631) | ||||
Retirement of derivative liability | 60,372 | $ 60,372 | ||||
Subscription receivable | (3,100) | $ (3,100) | ||||
Preferred shares issued for subsidiaries, shares | 800,000 | |||||
Preferred shares issued for subsidiaries, amount | $ 80,000 | $ 80,000 | ||||
Balance, shares at Jun. 30, 2019 | 800,000 | 68,777,733 | ||||
Balance, amount at Jun. 30, 2019 | $ (1,635,509) | $ 80,000 | $ 3,529,630 | $ (5,310,817) | $ (3,100) | $ 68,778 |
Common stock issued for services, amount | 19,400 | 19,200 | $ 200 | |||
Common stock issued for services, shares | 200,000 | |||||
Net Income (Loss) | (1,768,873) | $ (1,768,873) | ||||
Retirement of derivative liability | 215,051 | 215,051 | ||||
Warrants issued for convertible debt | $ 507,581 | $ 507,581 | ||||
Balance, shares at Sep. 30, 2019 | 800,000 | 68,977,733 | ||||
Balance, amount at Sep. 30, 2019 | $ (2,662,350) | $ 80,000 | $ 4,271,462 | $ (7,079,690) | $ (3,100) | $ 68,978 |
Net Income (Loss) | (705,666) | (705,666) | ||||
Retirement of derivative liability | 19,564 | 19,564 | ||||
Warrants issued for convertible debt | 98,000 | 98,000 | ||||
Common stock issued for convertible debt, shares | 781,916 | |||||
Stock to be issued, amount | 2,158 | (19,200) | 21,558 | $ (200) | ||
Common stock issued for convertible debt, amount | 7,460 | 6,678 | $ 782 | |||
Stock to be issued, shares | (200,000) | |||||
Balance, shares at Dec. 31, 2019 | 800,000 | 69,559,649 | ||||
Balance, amount at Dec. 31, 2019 | $ (3,240,835) | $ 80,000 | $ 4,376,504 | $ (7,785,356) | $ 18,458 | $ 69,560 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (705,666) | $ (300,797) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||
Amortization of debt discount | 361,790 | 5,351 |
Common stock issued for services | 2,158 | 50,000 |
Common stock issued for officers' and directors' fees | 22,000 | |
Common stock issued for reimbursement of mineral claim fees | ||
Loss on issuance of convertible debt | 319,700 | 71,158 |
Gain on revaluation of derivative liability | (266,907) | (35,753) |
Loss on assignment of debt | 35,699 | |
Changes in assets and liabilities: | ||
Increase (decrease) in accounts payable | (19,719) | (4,339) |
Increase (decrease) in accrued interest | 35,315 | (502) |
Increase (decrease) in deferred payroll | 53,713 | |
Increase (decrease) in accrued expense | 83,334 | |
Net cash used by operating activities | (154,296) | (139,229) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock and warrants | 119,000 | |
Proceeds from convertible debt, net | 144,000 | 60,000 |
Proceeds from note payable-related party | 1,662 | |
Proceeds from assignment of receivables | 59,851 | |
Payment on assignment of receivables | (12,428) | |
Net cash provided by financing activities | 193,085 | 179,000 |
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS | 38,789 | (39,771) |
Cash, beginning of period | 14,700 | 1,900 |
Cash, end of period | 53,489 | 41,671 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
Common stock issued for convertible debt | 7,460 | |
Derivative liabilities | $ 144,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | Quad M Solutions, Inc (“the Company”), f/k/a Mineral Mountain Milling and Mining Company, was incorporated under the laws of the State of Idaho on August 4, 1932 for the purpose of mining and exploring for non-ferrous and precious metals, primarily silver, lead and copper. Until April 16, 2019, the Company had two wholly owned subsidiaries, Nomadic Gold Mines, Inc., an Alaska corporation, and Lander Gold Mines, Inc., a Wyoming corporation (the “MMMM Mining Subsidiaries”). On April 16, 2019, the Company divested itself of seventy-five percent of the MMMM Mining Subsidiaries to Aurum, LLC, a newly organized Nevada corporation (“Aurum”) formed by Sheldon Karasik, the Company’s former CEO, for the purpose of entering into the MBO Agreement and operating the Company’s formerly wholly-owned mining subsidiaries. Reference is made to Recent Developments-Former MMMM Mining Subsidiaries under Note 3 – Former Mining Operations, below. On March 22, 2019 the Company entered into two separate Share Exchange Agreements pursuant to which it agreed to acquire 100% of the capital stock of two newly organized entities, NuAxess 2, Inc., a Delaware corporation, and PR345, Inc., a Texas corporation, both private companies, in consideration for the issuance of 400,000 shares of Series C Preferred Stock, issued to the control shareholders of each of NuAxess and PR345, and 400,000 shares of Series D Preferred Stock, issued to the minority, non-control shareholders of the two entities. The closing of the two Share Exchange Agreements occurred on April 16, 2019, at which date NuAxess and PR345 became wholly-owned subsidiaries of the Company. On May 13, 2019, the Company filed a Definitive Information Statement on Schedule 14C for the purpose of implementing the following corporate actions: (i) the increase in the authorized shares of common stock from 100 million shares to 900 million shares (the “Authorized Common Stock Share Increase”); and (ii) change the name of the Company from Mineral Mountain Mining & Milling Company to Quad M Solutions, Inc. (the “Name Change”). On June 7, 2019, the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Idaho effecting the Name Change. On June 14, 2019 the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Idaho effecting the Authorized Common Stock Share Increase. In addition, effecting the Authorized Common Stock Share Increase. In addition, on July 19, 2019, the Company obtained the requisite approval from FINRA for the Name Change. The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended September 30, 2019. In the opinion of management, the unaudited interim financial statements furnished herein includes all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the three-month period ended December 31, 2019 are not necessarily indicative of the results that may be expected for the year ending September 30, 2020. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | This summary of significant accounting policies of Quad M Solutions, Inc and its two wholly owned subsidiaries is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. Fair Value of Financial Instruments The Company's financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2019 and December 31, 2019. The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. The Company has convertible debt of $706,066 measured at fair value at December 31, 2019. June 30, Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 1,589,022 Total $ 1,589,022 Going Concern As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of December 31, 2019, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $7,785,356. The Company’s working capital deficit is $3,240,835. Achievement of the Company’s objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively operating and capital costs. The Company plans to fund the operations of its two wholly-owned subsidiaries, NuAxess and PR345, by potential sales of its common stock and/or by issuing debt securities to institutional investors. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. Provision for Taxes Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition Revenue Recognition Sales revenues are generally recognized in accordance with the SAB 104 Public Company Guidance, when an agreement exists and price is determinable, the services are rendered, net of discounts, returns and allowance and collectability is reasonably assured. We are often entitled to bill our customers and receive payment from our customers in advance of recognizing the revenue. In the instances in which we have received payment from our customers in advance of recognizing revenue, we include the amounts in deferred or unearned revenue on our consolidated balance sheet. |
FORMER MINING OPERATIONS
FORMER MINING OPERATIONS | 3 Months Ended |
Dec. 31, 2019 | |
FORMER MINING OPERATIONS | |
NOTE 3 - FORMER MINING OPERATIONS | Recent Developments-Former MMMM Mining Subsidiaries On April 24, 2019, the Company filed a Form 8-K reporting that on April 16, 2019, the Company entered into a Share Exchange and Assignment Agreement (the “MBO Agreement”) between the Company and Aurum, LLC, a newly organized Nevada corporation (“Aurum”) formed by Sheldon Karasik, the Company’s former CEO, for the purpose of entering into the MBO Agreement. Pursuant to the MBO Agreement, the Company sold, transferred and assigned to Aurum 75% of the shares of capital stock of the MMMM Mining Subsidiaries for cash consideration of $10 plus the assumption by Aurum of all liabilities of the MMMM Mining Sudsidiaries. The Company retained a 25% equity interest in the MMMM Mining Subsidiaries. Effective on September 15, 2019, the Company divested 6% of its equity interest in the MMMM Mining Subsidiaries to an unaffiliated third party for nominal consideration in the amount of $2000, represented by a note payable reducing its equity interest from 25% to 19%. Other than its minority equity interest, the Company has no control nor any involvement in the management or operations of the former MMMM Mining Subsidiaries. |
EQUITY PURCHASE AGREEMENT
EQUITY PURCHASE AGREEMENT | 3 Months Ended |
Dec. 31, 2019 | |
EQUITY PURCHASE AGREEMENT | |
NOTE 4 - EQUITY PURCHASE AGREEMENT | The Company entered into an Equity Purchase Agreement, dated as of October 1, 2018 (the “Equity Purchase Agreement”), by and between the Company and Crown Bridge Partners, LLC (the “Crown Bridge”) pursuant to which the Company has agreed to issue to Crown Bridge shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”), in an amount up to Five Million Dollars ($5,000,000.00) (the “Shares”), in accordance with the terms of the Equity Purchase Agreement. In connection with the transactions contemplated by the Equity Purchase Agreement, the Company is required to register with the SEC the following shares of Common Stock: (1) 8,000,000 Put Shares to be issued to the Investors upon purchase from the Company by the Investors from time to time pursuant to the terms and conditions of the Equity Purchase Agreement; (2) 1,428,571 shares of Common Stock to be issued by the Company to the Investors as a commitment fee pursuant to the Equity Purchase Agreement; and (3) the Company also has entered into a Registration Rights Agreement, of even date with the Equity Purchase Agreement with the Investors (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Put Shares under the Securities Act of 1933, as amended (the “Securities Act”) relating to the resale of the Put Shares. The Company intends to use the proceeds of the revolving credit line for general corporate purposes, which may include (i) acquisitions, (ii) refinancing or repayment of indebtedness, (iii) capital expenditures and working capital, (iv) investing in equipment and property development (which may include funding associated with exploration), and (v) pursuing other business opportunities both related and unrelated to our existing mining activities. |
ACQUISTION OF WHOLLY OWNED SUBS
ACQUISTION OF WHOLLY OWNED SUBSIDIARIES | 3 Months Ended |
Dec. 31, 2019 | |
ACQUISTION OF WHOLLY OWNED SUBSIDIARIES | |
NOTE 5 - ACQUISTION OF WHOLLY OWNED SUBSIDIARIES | On April 24, 2019, the Company filed a Form 8-K reporting that effective on April 16, 2019, the Company completed the closing of the two separate Share Exchange Agreements with unaffiliated third parties, dated March 22, 2019, pursuant to which the Company acquired 100% of the capital stock of NuAxess 2, Inc., a newly-organized Delaware corporation, and PR345, Inc., a newly organized Texas corporation. Pursuant to these Agreements, the Company acquired all of the capital stock of NuAxess and P3R45 in exchange for the issuance to the shareholders of NuAxess and PR345 shares of newly authorized Series C and D Convertible Preferred Stock, par value $0.10 per share (the “New Preferred Stock”). The Shares of Series D Convertible Preferred Stock have beneficial ownership limitation provisions. The transaction was valued at $80,000 and as a result a loss on acquisition in the amount of $76,900 was recorded |
SHARE EXCHANGE AND ASSIGNMENT A
SHARE EXCHANGE AND ASSIGNMENT AGREEMENT | 3 Months Ended |
Dec. 31, 2019 | |
SHARE EXCHANGE AND ASSIGNMENT AGREEMENT | |
NOTE 6 - SHARE EXCHANGE AND ASSIGNMENT AGREEMENT | On April 16, 2019, the Company entered into a Share Exchange and Assignment Agreement (the “MBO Agreement”) with Aurum, LLC (“Aurum”), a newly formed Nevada corporation organized by Sheldon Karasik for the purpose of entering into the MBO Agreement thereby acquiring 75% of the capital stock of the MMMM Mining Subsidiaries from the Company. On the date of closing, the Company made a payment of $100,000 to Aurum for the operations of the MMMM Mining Subsidiaries, and agreed to make additional payments subject to the terms and conditions of the MBO Agreement. In connection with the MBO Agreement, Aurum agreed to assume all of the liabilities of the MMMM Mining Subsidiaries, which were disclosed to the Company as totaling approximately $96,673. As a result of this transaction, a loss of $403,327 was recorded. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 3 Months Ended |
Dec. 31, 2019 | |
CONVERTIBLE DEBT | |
NOTE 7 - CONVERTIBLE DEBT | On or about November 27, 2018, the Company issued a convertible promissory note to an institutional investor for the principal sum of $63,000.00, together with interest at 12% per annum, with a maturity date of November 27, 2019 (the “Note”). The Note was convertible at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into shares of Common Stock at a Variable Conversion Price, which is equal to 58% multiplied by the Market Price (as defined below), representing a discount rate of 42% Market Price” is defined as the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $3,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1770 was $131,158 using a binomial pricing model and was calculated as a derivative liability discount to the Note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs and amounts discussed immediately below), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the Note. Because of the derivative nature of the $131,158 valuation of the conversion feature, $71,158 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt. An accredited investor acquired the note from the institutional investor, with the consent of the Company, in consideration for the payment of the outstanding principal, accrued interest and prepayment penalty in the aggregate amount of $96,816. The Company then issued a replacement convertible promissory note payable to acquiring institutional investor for the principal sum of $96,816 with identical terms to the original note (interest at 12% per annum, maturity date of November 27, 2019, conversion rights and conversion price.) This transaction was treated as an extinguishment and reissuance of the original note and resulted in accelerated recognition of interest expense for original issue discount debt discount of $1,471, interest expense for derivative liability debt discount of $26,425 and a loss on extinguishment in the amount of $29,943. The conversion feature of the replacement note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1775 was $292,344 using a binomial pricing model and was calculated as a derivative liability discount to the Note. That amount is recorded as a new contra-note payable amount, but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the Note. Because of the derivative nature of the $292,344 valuation of the conversion feature, $195,528 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt. During the three-months ended December 31, 2019, $3,751 of regular interest and $32,993 of derivative liability discount was expensed. During the three-months ended December 31, 2018, $663 of regular interest, $255 of original issue discount and $5,096 of derivative liability discount was expensed. On or about April 25, 2019, the Company issued a convertible promissory note to another third-party institutional investor for the principal sum of $75,000, together with interest at the rate of 12%per annum, with a maturity date of April 25, 2020. The investor had the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price equal 58% multiplied by the Market Price, representing a discount rate of 42%, in which Market Price is the average of the lowest two Trading Prices for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The Company paid $1,250 in original issue discount and $3,000 as a fee both of which are recorded as a debt discount and being amortized over the life of the loan. On December 5, 2019, the investor elected to convert $7,000 of principal and $460 of accrued interest into 781,916 shares of common stock at a price of $0.009541. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1062 was $139,348 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $139,348 valuation of the conversion feature, $69,348 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the three-months ended December 31, 2019, $2,209 of regular interest, $1,257 of original issue discount, and $17,596 of derivative liability discount was expensed. There was no corresponding expense during the period ended December 31, 2018. On or about April 29, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $66,000, together with interest at the rate of 12% per annum, with a maturity date of April 29, 2020. Jefferson has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two Trading Prices for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The Company paid $6,000 in original issue discount and $3,000 as a fee both of which are recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1510 was $175,334 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $175,334 valuation of the conversion feature, $118,334 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $665 of regular interest, $2,262 of original issue discount, and $14,328 of derivative liability discount was expensed. There was no corresponding expense during the period ended September 30, 2018. On or about May 7, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $50,000, together with interest at the rate of 12% per annum, with a maturity date of May 7, 2020. The investor had the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% multiplied by the Market Price (representing a discount rate of 40%), in which Market Price is the average of the lowest two Trading Prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The Company paid $3,500 as a fee which is recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1607 was $131,162 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $131,162 valuation of the conversion feature, $84,662 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $1,512, of regular interest, $879 of original issue discount, and $11,689 of derivative liability discount was expensed. There was no corresponding expense during the period ended December 31, 2018. On or about May 17, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $50,000, together with interest at the rate of 12% per annum, with a maturity date of February 17, 2020. The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the Market Price, representing a discount rate of 42%, in which Market Price is the lowest bid price for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The Company paid $5,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0902 was $76,989 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $76,989 valuation of the conversion feature, $31,989 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $1,512, of regular interest, $1,667 of original issue discount, and $15,000 of derivative liability discount was expensed. There was no corresponding expense during the period ended December 31, 2018. On or about May 21, 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $110,000, together with interest at the rate of 8% per annum, with a maturity date of November 21, 2019. The investor has the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% multiplied by the Market Price, representing a discount rate of 40%, in which Market Price is the lowest bid price for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The Company paid $5,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0765 was $138,861 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $138,861 valuation of the conversion feature, $38,861 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $1,959, of regular interest, $2,826 of original issue discount, and $28,261 of derivative liability discount was expensed. There was no corresponding expense during the period ended September 30, 2018. On November 21, 2019, the note entered Maturity Date Default as a result the interest rate on the outstanding balance increased to 18%. On or about June 11, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $70,000, together with guaranteed interest at the rate of 15% per annum with a six-month minimum, with a maturity date of September 11, 2019. The investor has the right if the note is defaulted to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 50% multiplied by the Market Price, representing a discount rate of 50%, in which Market Price is the lowest trading price for the Company’s Common Stock during the preceding 30 trading day period prior to the Conversion Date. The Company paid $20,000 in original issue discount which is recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0631 was $122,694 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $122,694 valuation of the conversion feature, $72,694 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. On September 25, 2019, a third-party institutional investor acquired the $70,000 note dated June 11, 2019, with the consent of the Company, paying the outstanding principal, accrued interest and prepayment penalty in the aggregate amount of $95,760. The Company then issued a replacement convertible promissory note payable to third-party purchaser for the principal sum of $95,760 with interest at 10% per annum, a maturity date of September 25, 2020, granting the purchaser the right at any time to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lesser of 60% multiplied by the average of the two lowest trading prices during the 20 trading days preceding the date of the note, or the average of the two lowest trading prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. This transaction was treated as an extinguishment of the original note and resulted in recognition a loss on extinguishment in the amount of $49,762. The conversion feature of this replacement note represents an embedded derivative. A derivative liability with an intrinsic value of $0.04407 was $145,522 using a binomial pricing model and was calculated as a derivative liability discount to the Note. That amount is recorded as a new contra-note payable amount, but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the Note. Because of the derivative nature of the $145,522 valuation of the conversion feature, $49,762 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $816 of regular interest and $24,071 of derivative liability discount was expensed. There was no corresponding expense during the period ended December 31, 2018. On or about July 1 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $112,500, together with interest at the rate of 12% per annum with a maturity date of December 25, 2020, which investor has the right has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% multiplied by the Market Price, representing a discount rate of 40%, in which Market Price is the average of the two lowest trading prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The Company paid fees of $122,500 which was recorded as a debt discount and being amortized over the life of the loan The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0696 was $182,517 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $182,517 valuation of the conversion feature, $82,517 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $3,403, of regular interest, $2,095 of original issue discount, and $16,758 of derivative liability discount was expensed. There was no corresponding expense during the period ended December 31, 2018. On or about July 12 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $75,000, together with interest at the rate of 12% per annum with a maturity date of April 12, 2020, which investor has the right has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 50% multiplied by the Market Price, representing a discount rate of 50%, in which Market Price is the lowest trading price (average of the two lowest closing bid prices) for the Company’s Common Stock during the preceding 25 trading day period prior to the Conversion Date. The Company paid $7,500 in original issue discount, fees of $2,750 and issued warrants valued at $27,911 all of which are recorded as a debt discount and being amortized over the life of the loan The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0416 was $91,496 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $91,496 valuation of the conversion feature, $54,656 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $2,268, of regular interest, $14,933 of original issue discount, and $12,324 of derivative liability discount was expensed. There was no corresponding expense during the period ended December 31, 2018. On or about August 13 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $225,000, together with interest at the rate of 10% per annum with a maturity date of February 13, 2020, which investor has the right has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lower of $0.08 and 60% of the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The Company paid $22,500 in original issue discount and fees of $7,500 which are recorded as a debt discount and being amortized over the life of the loan. Additionally, the Company issued warrants valued at $479,670, this amount is also recorded as a debt discount, but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. As a result of this cap, $284,670 is recorded as an expense and reported as a loss on issuance of convertible debt. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0754 was $642,857 using a binomial pricing model and was calculated as a derivative liability discount to the note. Because the entire note now was fully discounted by the amounts above, the $642,857 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $5,750, of regular interest and $12,500 of original issue was expensed. There was no corresponding expense during the period ended December 31, 2018. On or about August 29 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $55,000, together with interest at the rate of 8% per annum with a maturity date of August 28, 2020, which investor has the right has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is 60% of the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The Company paid $5,000 in original issue discount and fees of $2,500 which are recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.05368 was $84,403 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $84,403 valuation of the conversion feature, $36,903 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $1,124, of regular interest and $1,811 of original issue and $11,470 of derivative liability discount was expensed. There was no corresponding expense during the period ended September 30, 2018. On or about October 1, 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $94,000, together with interest at the rate of 10% per annum with a maturity date of September 30, 2020. The investor has the right has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% multiplied by the Market Price (representing a discount rate of 50%), in which Market Price is the lowest closing bid price for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.04487 was $210,363 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $210,363 valuation of the conversion feature, $116,363 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $2,344, of regular interest and $23,436 of derivative liability discount was expensed. There was no corresponding expense during the period ended December 31, 2018 On or about November 12, 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $59,400, together with interest at the rate of 12% per annum with a maturity date of November 12, 2020. The investor has the right has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lesser of 60% multiplied by the Market Price (representing a discount rate of 50%), in which Market Price is the average of the two lowest closing bid prices for the Company’s Common Stock during the 20 trading day period prior to the date of the note, or 60% multiplied by the Market Price (representing a discount rate of 40%), in which Market Price is the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0483 was $125,504 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $125,504 valuation of the conversion feature, $75,504 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. On or about December 20, 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $33,333, together with interest at the rate of 10% per annum with a maturity date of February 13, 2020. The investor has the right has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lower of $0.02 and 60% of the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The Company paid $8,333 in original issue discount and fees which are recorded as a debt discount and being amortized over the life of the loan. Additionally, the Company issued warrants valued at $98,000, this amount is also recorded as a debt discount, but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. As a result of this cap, $73,000 is recorded as an expense and reported as a loss on issuance of convertible debt. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0179 was $29,833 using a binomial pricing model and was calculated as a derivative liability discount to the note. Because the entire note now was fully discounted by the amounts above, the $29,833 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended December 31, 2019, $102, of regular interest and $1,982 of original issue discount was expensed. There was no corresponding expense during the period ended December 31, 2018 |
COMMON AND PREFERRED STOCK
COMMON AND PREFERRED STOCK | 3 Months Ended |
Dec. 31, 2019 | |
COMMON AND PREFERRED STOCK | |
NOTE 8 - COMMON AND PREFERRED STOCK | Upon formation the authorized capital of the Company was 2,000,000 shares of common stock with a par value of $.05, in 1953 the Company increased the authorized capital to 3,000,000 shares of common stock, in 1985 the authorized capital was again increased to 10,000,000 shares of common stock, and in 2014 the Company increased the authorized capital to 100,000,000 shares of common stock with a par value of $.001 and 10,000,000 shares of preferred stock with a par value of $.10. During the year ended September 30, 2018, the Company issued 5,760,000 shares of common stock for cash of $224,100; 1,275,000 shares of common stock for cash of $55,000 that were unissued as of September 30, 2018;300,000 shares of common stock for services valued at $45,500; and 500,000 shares of common stock for reimbursement of mineral claim fees. Additionally, 280,000 warrants were issued for directors’ fees at an exercise price of $0.02 and a term of two years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.02, risk free interest rate of 1.99%, expected life of two years, and expected volatility of 495.28%. The fair value of the warrants totaled $39,194 at the issuance date and this amount was recorded as equity. Also during the period 60,000 options were exercised at a price of $.02 for cash in the amount of $1200.00 During the three month period ended December 31, 2018, the Company issued 2,650,000 shares of common stock for cash of $119,000; 1,275,000 shares that were paid for but unissued as of September 30, 2018; 200,000 shares of common stock for services valued at $50,000; 110,000 shares for directors’ fees valued at $22,000; and 4,000,000 shares for settlement of accumulated officers’ fees valued at $80,000. During the three-month period ended March 31, 2019, the Company issued 1,958,000 shares of common stock for cash of $74,000; 1,000,000 shares of common stock for services valued at $230,000; 200,000 shares for officers’ fees valued at $4,000 and 1,428,571 shares valued at $100,000 for prepaid financing fees. Additionally, in 2016, former management of the Company negotiated a contract with M6 Limited, a stock promotion company, in which M6 would collectively receive an advanced payment of 4.3 million shares of Company common stock for certain promotional services. M6 itself received 2 million shares, an affiliated company, Maximum Harvest LLC, received 1.3 million shares and an affiliate of M6, Hahn M. Nguyen, received 1 million shares. In 2018, current management determined that it was not in the best interest of the Company to pursue the services and therefore terminated the contract with M6. The 4.3 million shares of common stock have been rescinded and returned. On March 21, 2019, the Company filed a Certificate of Designation amending the Articles of Incorporation and designating the rights and restrictions of 1 share of Series B Super Voting Preferred Stock, par value $0.10 per share (the “Series B Preferred Stock”), pursuant to resolutions approved by the Board of Directors (the “Board”) on November 5, 2018. On March 21, 2019, the Company issued to Sheldon Karasik, the Chief Executive Officer, President and Chairman of the Board, the one share of Series B Preferred Stock in exchange for $0.16, which price was based on the closing price of the Company’s Common Stock as of November 5, 2018 of $0.16, the date the issuance was approved by the Board. Sheldon Karasik, as the holder of the Series B Preferred Stock, is entitled to vote together with the holders of the Company’s Common Stock upon all matters that may be submitted to holders of Common Stock for a vote, and on all such matters, the share of Series Voting Preferred Stock shall be entitled to that number of votes equal to 51% of the total number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis. The Company filed the Certificate of Designation with the Secretary of State of Idaho on March 21, 2019. On April 2, 2019, the Company filed two Certificates of Designation amending the Articles of Incorporation and designation the rights and restrictions of 400,000 shares of Series C Convertible Preferred Stock, par value $0.10 and 400,000 shares of Series D Convertible Preferred Stock, par value $0.10 pursuant to two separate Share Exchange Agreements, see Note 5. On April 8, 2019, the Company filed a Certificates of Designation amending the Articles of Incorporation and designation the rights and restrictions of 25,000 shares of Series E Convertible Preferred Stock, par value $0.10. On August 14, 2019, the Company approve for issuance 200,000 shares of stock valued at $19,400 for investor relations, the are on the balance sheet as shares to be issued. During the three month period ended December 31, 2019, the Company authorized for issuance 66,666 shares of common stock valued at $2,158 for investor relations, these are on the balance sheet as shares to be issued. On December 5, 2019, the Company issued 781,916 shares of common stock for the conversion of principal of $7,000 and accrued interest of $460 at a conversion price of $0.009541. The following warrants were outstanding at December 31, 2019: Warrant Type Warrants Exercise Expiration Warrants 1,000,000 $ 0.05 December 2021 Warrants 500,000 $ 0.10 December 2021 Warrants 220,000 $ 0.02 January 2020 Warrants 535,714 $ 0.07 July 2024 Warrants 4,945,055 $ 0.08 August 2024 Warrants 3,333,333 $ 0.02 December 2024 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 9 - RELATED PARTY TRANSACTIONS | During the year ended September 30, 2016 the Company issued a note payable to a family member of an officer in the amount of $15,000. $3,000 was converted to 300,000 shares of common stock and $5,000 was repaid in cash. The note bears interest at a rate of 10% beginning on July 24, 2016, the balance of principal and interest at December 31, 2019 and September 30, 2019 was $9,992 and $9,727, respectively. Also, during the year ended September 30, 2016, the Company through its wholly owned subsidiary, Nomadic Gold Mines, Inc., entered into a lease agreement with option to purchase with Ben Porterfield, a related party. See Note 3. During the year ended September 30, 2017 the Company issued two notes payable to Premium Exploration Mining in the amount of $35,000 and $15,000 each having an interest rate of 5%, the balance of principal and interest at December 31, 2019 and September 30, 2019 was $60,073 and 58,772, respectively, the companies had directors in common at the time of the transaction. A family member of a former officer provided investor relations consulting services and other administrative functions to the Company, $10,000 was paid in cash for consulting during the period ended December 31, 2018, no such payments were made during the period ended December 31, 2019. On March 21, 2019, we filed a Certificate of Designation amending our Articles of Incorporation and designating the rights and restrictions of 1 share of our Series B Super Voting Preferred Stock, par value $0.10 per share (the “Series B Preferred Stock”), pursuant to resolutions approved by our Board of Directors (the “Board”) on November 5, 2018. On March 21, 2019, we issued to Sheldon Karasik, our Chief Executive Officer, President and Chairman of the Board, the one share of our Series B Preferred Stock in exchange for $0.16,which price was based on the closing price of our Common Stock as of November 5, 2018 of $0.16, the date the issuance was approved by our Board. Sheldon Karasik, as the holder of our Series B Preferred Stock, is entitled to vote together with the holders of our Common Stock upon all matters that may be submitted to holders of our Common Stock for a vote, and on all such matters, the share of Series Voting Preferred Stock shall be entitled to that number of votes equal to 51% of the total number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis. The Company filed the Certificate of Designation with the Secretary of State of Idaho on March 21, 2019. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
NOTE 10 - INCOME TAXES | Topic 740 in the Accounting Standards Codification (ASC 740) prescribes 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. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December31, 2018 the Company had taken no tax positions that would require disclosure under ASC 740. The Company files income tax returns in the U.S. federal jurisdiction and the State of Idaho. The Company is currently in arrears in filing their federal and state tax returns, both jurisdictions statute of limitations of three years does not begin until the tax returns are filed. 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 amount used for income tax purposes. Significant components of the deferred tax assets at an anticipated tax rate 21% for the period ended December 31, 2019 and September 30, 2019 are as follows: December 31, 2019 September 30, 2019 Net operating loss carryforwards 7,785,356 7,079,690 Deferred tax asset 1,968,134 1,819,944 Valuation allowance for deferred asset (1,968,134 ) (1,819,944 ) Net deferred tax asset - - At December 31, 2019 and September 30, 2019, the Company has net operating loss carryforwards of approximately $7,785,356 and $7,079,690 which will begin to expire in the year 2031. The change in the allowance account from September 30, 2019 to December 31, 2019 was $148,190. On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowered the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the December 31, 2017 fiscal year using a Federal Tax Rate of 21%. The remeasurement of the deferred tax assets resulted in a $68,010 reduction in tax assets to $885,961 from an estimate of $953,971 that the assets would have been using a 35% effective tax rate. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 11 - SUBSEQUENT EVENTS | On or about January 17, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $50.000, together with interest at the rate of 10% per annum with a maturity date of October 11, 2020. If the note is not paid or converted when due, the interest rate shall increase to 22%. The investor has the right at any time which is 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to 50% of the average of the lowest trading price for the Company’s Common Stock during the preceding 30 trading day period prior to the Conversion Date, but in no event will the conversion price exceed $0.02 per share. The conversion feature of the note represents an embedded derivative, which will be calculated at a later date. On or about January 21, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $115,000, together with interest at the rate of 8% per annum with a maturity date of January 21, 2021. If the note is not paid or converted when due, the interest rate shall increase to 24%. The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to 60% of the lowest closing bid price for the Company’s Common Stock during the preceding 20 trading day period prior to and including the Conversion Date. The Company paid $10,000 in original issue discount and fees of $2,500 which are recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative, which will be calculated at a later date. On January 21, 2020, an investor converted $4,050 of accrued interest and $750 of fees into 1,000,000 shares of common stock at a conversion price of $0.0048. On January 29, 2020, and investor converted $15,000 of convertible debt principal, $3,352 of accrued interest and $500 in fees into 1,570,967 shares of common stock at a conversion price of $0.012. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Fair Value of Financial Instruments | The Company's financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2019 and December 31, 2019. The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. The Company has convertible debt of $706,066 measured at fair value at December 31, 2019. June 30, Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 1,589,022 Total $ 1,589,022 |
Going Concern | As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of December 31, 2019, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $7,785,356. The Company’s working capital deficit is $3,240,835. Achievement of the Company’s objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively operating and capital costs. The Company plans to fund the operations of its two wholly-owned subsidiaries, NuAxess and PR345, by potential sales of its common stock and/or by issuing debt securities to institutional investors. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. |
Provision for Taxes | Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition |
Revenue Recognition | Sales revenues are generally recognized in accordance with the SAB 104 Public Company Guidance, when an agreement exists and price is determinable, the services are rendered, net of discounts, returns and allowance and collectability is reasonably assured. We are often entitled to bill our customers and receive payment from our customers in advance of recognizing the revenue. In the instances in which we have received payment from our customers in advance of recognizing revenue, we include the amounts in deferred or unearned revenue on our consolidated balance sheet. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of derivative instruments in statement of financial position fair value | June 30, Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 1,589,022 Total $ 1,589,022 |
COMMON AND PREFERRED STOCK (Tab
COMMON AND PREFERRED STOCK (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
COMMON AND PREFERRED STOCK | |
Summary of warrants outstanding | Warrant Type Warrants Exercise Expiration Warrants 1,000,000 $ 0.05 December 2021 Warrants 500,000 $ 0.10 December 2021 Warrants 220,000 $ 0.02 January 2020 Warrants 535,714 $ 0.07 July 2024 Warrants 4,945,055 $ 0.08 August 2024 Warrants 3,333,333 $ 0.02 December 2024 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of the deferred tax assets | December 31, 2019 September 30, 2019 Net operating loss carryforwards 7,785,356 7,079,690 Deferred tax asset 1,968,134 1,819,944 Valuation allowance for deferred asset (1,968,134 ) (1,819,944 ) Net deferred tax asset - - |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares | May 13, 2019 | Mar. 22, 2019 | Mar. 22, 2019 | Dec. 31, 2019 |
Date of incorporation | Aug. 4, 1932 | |||
State of incorporation | Idaho | |||
Increased in authorized shares of common stock description | (i) the increase in the authorized shares of common stock from 100 million shares to 900 million shares (the Authorized Common Stock Share Increase | |||
Share Exchange Agreements [Member] | NuAxess 2, Inc [Member] | PR345 [Member] | Seried C Preferred Stock [Member] | ||||
Business acquisition, consideration transferred, shares issued | 400,000 | |||
Share Exchange Agreements [Member] | NuAxess 2, Inc [Member] | PR345 [Member] | Seried D Preferred Stock [Member] | ||||
Business acquisition, consideration transferred, shares issued | 400,000 | |||
Share Exchange Agreements [Member] | NuAxess 2, Inc [Member] | PR345 [Member] | Unaffiliated Third Parties [Member] | ||||
Business Acquisition, Percentage Acquired description | pursuant to which the Company acquired 100% of the capital stock of NuAxess 2, Inc. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Total | $ 1,589,022 | $ 1,509,792 | |
Quoted Prices in Active Markets for Identical Assets [Member] | Level 1 [Member] | |||
Total | |||
Significant Other Observable Inputs [Member] | Level 2 [Member] | |||
Total | |||
Significant Unobservable Inputs [Member] | Level 3 [Member] | |||
Total | $ 1,589,022 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | ||
Convertible debt | $ 706,066 | $ 351,275 |
Accumulated deficit | (7,785,356) | $ (7,079,690) |
Working capital deficit | $ (3,240,835) |
FORMER MINING OPERATIONS (Detai
FORMER MINING OPERATIONS (Details Narrative) - Share Exchange And Assignment Agreement [Member] - Aurum, LLC [Member] - USD ($) | 1 Months Ended | |
Sep. 15, 2019 | Apr. 16, 2019 | |
Equity interest | 6.00% | |
Equity interest description | Represented by a note payable reducing its equity interest from 25% to 19%. | |
Business Acquisition, Percentage Acquired description | The purpose of entering into the MBO Agreement. Pursuant to the MBO Agreement, the Company sold, transferred and assigned to Aurum 75% of the shares of capital stock of the MMMM Mining Subsidiaries for cash consideration of $10 plus the assumption by Aurum of all liabilities of the MMMM Mining Sudsidiaries | |
Consideration amount | $ 2,000 |
EQUITY PURCHASE AGREEMENT (Deta
EQUITY PURCHASE AGREEMENT (Details Narrative) - Equity Purchase Agreement [Member] - Crown Bridge Partners, LLC [Member] - October 1, 2018 [Member] | Dec. 31, 2019USD ($)$ / sharesshares |
Common stock, par value | $ / shares | $ 0.001 |
Put shares reserved for future issuance | 8,000,000 |
Common stock shares reserved for future issuance | 1,428,571 |
Restricted shares issued | 1,428,571 |
Maximum [Member] | |
Proceeds receivable from issuance of common stock under agreement | $ | $ 5,000,000 |
ACQUISTION OF WHOLLY OWNED SU_2
ACQUISTION OF WHOLLY OWNED SUBSIDIARIES (Details Narrative) - USD ($) | Apr. 16, 2019 | Mar. 22, 2019 | Dec. 31, 2019 | Sep. 30, 2019 |
Transaction value | $ 80,000 | |||
Gain (loss) on acquisition of subsidiaries | $ 76,900 | |||
Convertible Preferred Stock, par value | $ .10 | $ .10 | ||
New Preferred Stock [Member] | ||||
Convertible Preferred Stock, par value | $ 0.10 | |||
Share Exchange Agreements [Member] | NuAxess 2, Inc [Member] | PR345 [Member] | Unaffiliated Third Parties [Member] | ||||
Business Acquisition, Percentage Acquired description | pursuant to which the Company acquired 100% of the capital stock of NuAxess 2, Inc. |
SHARE EXCHANGE AND ASSIGNMENT_2
SHARE EXCHANGE AND ASSIGNMENT AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | |
Sep. 15, 2019 | Apr. 16, 2019 | |
Payments of Aurum | $ 100,000 | |
Gain (loss) on disposal of subsidiary | (403,327) | |
Assumed liabilities | $ 96,673 | |
Share Exchange And Assignment Agreement [Member] | Aurum, LLC [Member] | ||
Business Acquisition, Percentage Acquired description | The purpose of entering into the MBO Agreement. Pursuant to the MBO Agreement, the Company sold, transferred and assigned to Aurum 75% of the shares of capital stock of the MMMM Mining Subsidiaries for cash consideration of $10 plus the assumption by Aurum of all liabilities of the MMMM Mining Sudsidiaries |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | Aug. 13, 2019 | Jul. 02, 2019 | Jun. 11, 2019 | Jun. 04, 2019 | May 07, 2019 | Dec. 20, 2019 | Dec. 05, 2019 | Nov. 12, 2019 | Sep. 25, 2019 | Aug. 29, 2019 | Jul. 12, 2019 | May 21, 2019 | May 17, 2019 | Apr. 29, 2019 | Apr. 25, 2019 | Feb. 22, 2019 | Nov. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jul. 01, 2019 | Jun. 30, 2019 |
Derivative liabilities | $ 1,589,022 | $ 1,509,792 | ||||||||||||||||||||
Loss on extinguishment of debt | (294,700) | $ (71,158) | ||||||||||||||||||||
Loss on issuance of convertible debt | 319,700 | 71,158 | ||||||||||||||||||||
Interest expense | (397,106) | (4,848) | ||||||||||||||||||||
Cavalry Fund I, LP [Member] | Convertible promisory note [Member] | ||||||||||||||||||||||
Conversion price description | The investor has the right has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lower of $0.02 and 60% of the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. | |||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Maturity date | Feb. 13, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 29,833 | |||||||||||||||||||||
Debt conversion amount | $ 29,833 | |||||||||||||||||||||
Intrinsic value | $ 0.0179 | |||||||||||||||||||||
Derivative liability debt discount | $ 8,333 | |||||||||||||||||||||
Interest expense on derivative liability | 102 | |||||||||||||||||||||
Original issued discount | 1,982 | |||||||||||||||||||||
Issuance of warrants | 98,000 | |||||||||||||||||||||
Loss due to discount on issuance of convertible debt | 73,000 | |||||||||||||||||||||
Convertible Debt | $ 33,333 | |||||||||||||||||||||
Accredited Investor [Member] | Equity Purchase Agreement [Member] | ||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Maturity date | Nov. 27, 2019 | |||||||||||||||||||||
Derivative liabilities | $ 292,344 | |||||||||||||||||||||
Intrinsic value | $ 0.1775 | |||||||||||||||||||||
Derivative liability debt discount | $ 26,425 | 32,993 | 5,096 | |||||||||||||||||||
Interest expense on derivative liability | 195,528 | |||||||||||||||||||||
Principal amount | 96,816 | |||||||||||||||||||||
Loss on extinguishment of debt | (29,943) | |||||||||||||||||||||
Aggregate amount | 96,816 | |||||||||||||||||||||
Interest expense | $ 1,471 | 3,751 | $ 663 | |||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Convertible promissory note [Member] | ||||||||||||||||||||||
Conversion price description | Conversion Price which is equal 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two (2) closing Trading Prices for the Companys Common Stock during the preceding 15 trading day period prior to the Conversion Date. | Conversion Price, which is equal to 58% multiplied by the Market Price (as defined below), representing a discount rate of 42% Market Price is defined as the average of the lowest two (2) Trading Prices for the Company’s Common Stock | ||||||||||||||||||||
Maturity date | Nov. 27, 2019 | |||||||||||||||||||||
Derivative liabilities | $ 131,158 | |||||||||||||||||||||
Derivative liability debt discount | 5,096 | |||||||||||||||||||||
Principal amount | ||||||||||||||||||||||
Fee | 3,000 | |||||||||||||||||||||
Original issue discount | 255 | |||||||||||||||||||||
Convertible Debt | 63,000 | |||||||||||||||||||||
Loss on issuance of convertible debt | (71,158) | |||||||||||||||||||||
Interest expense | ||||||||||||||||||||||
Interest expenses on derivative liability | $ 633 | |||||||||||||||||||||
Unpaid principal balance, interest rate | 12.00% | |||||||||||||||||||||
Terms of conversion feature | The Note was convertible at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into shares of Common Stock | |||||||||||||||||||||
Derivative liability, intrinsic value | $ 0.1770 | |||||||||||||||||||||
Convertible promissory note twelve [Member] | ||||||||||||||||||||||
Conversion price description | The investor has the right has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lesser of 60% multiplied by the Market Price (representing a discount rate of 50%), in which Market Price is the average of the two lowest closing bid prices for the Company’s Common Stock during the 20 trading day period prior to the date of the note, or 60% multiplied by the Market Price (representing a discount rate of 40%), in which Market Price is the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. | |||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Issuance of convertible debt | $ 59,400 | |||||||||||||||||||||
Maturity date | Nov. 12, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 125,504 | |||||||||||||||||||||
Debt conversion amount | 125,504 | |||||||||||||||||||||
Losses on issuance of convertible debt | $ 75,504 | |||||||||||||||||||||
Intrinsic value | $ 0.0483 | |||||||||||||||||||||
Convertible promissory note [Member] | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 781,916 | |||||||||||||||||||||
Debt Conversion, Converted principal amount | $ 7,000 | |||||||||||||||||||||
Debt Conversion, Converted accrued interest | $ 460 | |||||||||||||||||||||
Convertion price | $ 0.009541 | |||||||||||||||||||||
Convertible promissory note [Member] | October 1, 2019 [Member] | ||||||||||||||||||||||
Interest rate | 60.00% | |||||||||||||||||||||
Issuance of convertible debt | $ 94,000 | |||||||||||||||||||||
Maturity date | Sep. 30, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 210,363 | |||||||||||||||||||||
Debt conversion amount | $ 210,363 | |||||||||||||||||||||
Intrinsic value | $ 0.04487 | |||||||||||||||||||||
Rate of interest | 10.00% | |||||||||||||||||||||
Derivative liability debt discount | $ 23,436 | |||||||||||||||||||||
Loss on issuance of debt convertible | 116,363 | |||||||||||||||||||||
Interest expense on derivative liability | 2,344 | |||||||||||||||||||||
Convertible promissory note eleven [Member] | Institutional investor [Member] | ||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||
Maturity date | Aug. 28, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 84,403 | |||||||||||||||||||||
Intrinsic value | $ 0.05368 | |||||||||||||||||||||
Derivative liability debt discount | 11,470 | |||||||||||||||||||||
Interest expense on derivative liability | 1,124 | |||||||||||||||||||||
Loss on issuance of convertible note | 36,903 | |||||||||||||||||||||
Discount rate | 60.00% | |||||||||||||||||||||
Principal amount | $ 55,000 | |||||||||||||||||||||
Fee | 2,500 | |||||||||||||||||||||
Original issue discount | $ 5,000 | $ 1,811 | ||||||||||||||||||||
No. of trading days | 20 days | |||||||||||||||||||||
Convertible Debt [Member] | December 5, 2019 [Member] | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 781,916 | |||||||||||||||||||||
Debt Conversion, Converted principal amount | $ 7,000 | |||||||||||||||||||||
Debt Conversion, Converted accrued interest | $ 460 | |||||||||||||||||||||
Convertion price | $ 0.009541 | |||||||||||||||||||||
Convertible promissory note one [Member] | ||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Maturity date | Apr. 25, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 139,348 | |||||||||||||||||||||
Intrinsic value | $ 0.1062 | |||||||||||||||||||||
Derivative liability debt discount | $ 3,000 | $ 17,596 | ||||||||||||||||||||
Interest expense on derivative liability | $ 69,348 | 2,209 | ||||||||||||||||||||
Discount rate | 42.00% | |||||||||||||||||||||
Principal amount | $ 75,000 | |||||||||||||||||||||
Original issue discount | $ 1,250 | 1,257 | ||||||||||||||||||||
Convertion price | $ 0.58 | |||||||||||||||||||||
Loss on extinguishment of debt | ||||||||||||||||||||||
Term of note conversion | 180 days | |||||||||||||||||||||
Convertible promissory note ten [Member] | Institutional investor [Member] | ||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Maturity date | Feb. 13, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 642,857 | |||||||||||||||||||||
Intrinsic value | $ 0.0754 | |||||||||||||||||||||
Derivative liability debt discount | 12,500 | |||||||||||||||||||||
Interest expense on derivative liability | 5,750 | |||||||||||||||||||||
Discount rate | 60.00% | |||||||||||||||||||||
Principal amount | $ 225,000 | |||||||||||||||||||||
Fee | 7,500 | |||||||||||||||||||||
Original issue discount | $ 22,500 | |||||||||||||||||||||
No. of trading days | 20 days | |||||||||||||||||||||
Convertion price | $ 0.08 | |||||||||||||||||||||
Loss on issuance of convertible debt | $ 284,670 | 642,857 | ||||||||||||||||||||
Debt discount | $ 479,670 | |||||||||||||||||||||
Convertible promissory note nine [Member] | Institutional investor [Member] | ||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Maturity date | Apr. 12, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 91,496 | |||||||||||||||||||||
Intrinsic value | $ 0.0416 | |||||||||||||||||||||
Derivative liability debt discount | 12,324 | |||||||||||||||||||||
Interest expense on derivative liability | 2,268 | |||||||||||||||||||||
Discount rate | 50.00% | |||||||||||||||||||||
Principal amount | $ 75,000 | |||||||||||||||||||||
Fee | 2,750 | |||||||||||||||||||||
Original issue discount | $ 7,500 | 14,933 | ||||||||||||||||||||
No. of trading days | 25 days | |||||||||||||||||||||
Loss on issuance of convertible debt | $ 54,656 | |||||||||||||||||||||
Debt discount | $ 27,911 | |||||||||||||||||||||
Convertible promissory note eight [Member] | Institutional investor [Member] | ||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Maturity date | Dec. 25, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 182,517 | |||||||||||||||||||||
Intrinsic value | $ 0.0696 | |||||||||||||||||||||
Derivative liability debt discount | 16,758 | |||||||||||||||||||||
Interest expense on derivative liability | 3,403 | |||||||||||||||||||||
Discount rate | 40.00% | |||||||||||||||||||||
Principal amount | $ 112,500 | |||||||||||||||||||||
Fee | $ 122,500 | |||||||||||||||||||||
Original issue discount | 2,095 | |||||||||||||||||||||
No. of trading days | 20 days | |||||||||||||||||||||
Loss on issuance of convertible debt | $ 82,517 | |||||||||||||||||||||
Convertible promissory note seven [Member] | Third-party institutional investor [Member] | ||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Maturity date | Sep. 25, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 145,522 | |||||||||||||||||||||
Intrinsic value | $ 0.04407 | |||||||||||||||||||||
Derivative liability debt discount | 24,071 | |||||||||||||||||||||
Interest expense on derivative liability | 816 | |||||||||||||||||||||
Discount rate | 60.00% | |||||||||||||||||||||
Principal amount | $ 95,760 | |||||||||||||||||||||
No. of trading days | 20 days | |||||||||||||||||||||
Loss on extinguishment of debt | $ (49,762) | |||||||||||||||||||||
Loss on issuance of convertible debt | 49,762 | |||||||||||||||||||||
Aggregate amount | 95,760 | |||||||||||||||||||||
Notes acquired | 70,000 | |||||||||||||||||||||
Convertible promissory note two [Member] | ||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Maturity date | Apr. 29, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 175,334 | |||||||||||||||||||||
Intrinsic value | $ 0.1510 | |||||||||||||||||||||
Derivative liability debt discount | $ 6,000 | 14,328 | ||||||||||||||||||||
Interest expense on derivative liability | $ 118,334 | 665 | ||||||||||||||||||||
Discount rate | 58.00% | |||||||||||||||||||||
Principal amount | $ 66,000 | |||||||||||||||||||||
Fee | $ 3,000 | |||||||||||||||||||||
Original issue discount | 2,262 | |||||||||||||||||||||
Loss on extinguishment of debt | ||||||||||||||||||||||
Convertible promissory note three [Member] | ||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Maturity date | May 7, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 50,000 | |||||||||||||||||||||
Intrinsic value | $ 0.1607 | |||||||||||||||||||||
Derivative liability debt discount | $ 131,162 | 11,689 | ||||||||||||||||||||
Interest expense on derivative liability | $ 84,662 | 1,512 | ||||||||||||||||||||
Discount rate | 40.00% | |||||||||||||||||||||
Fee | $ 3,500 | |||||||||||||||||||||
Original issue discount | 879 | |||||||||||||||||||||
Convertion price | $ 0.60 | |||||||||||||||||||||
Loss on extinguishment of debt | ||||||||||||||||||||||
Convertible promissory note four [Member] | ||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Maturity date | Feb. 17, 2020 | |||||||||||||||||||||
Derivative liabilities | $ 50,000 | |||||||||||||||||||||
Intrinsic value | $ 0.0902 | |||||||||||||||||||||
Derivative liability debt discount | $ 76,989 | 15,000 | ||||||||||||||||||||
Interest expense on derivative liability | 1,512 | |||||||||||||||||||||
Discount rate | 42.00% | |||||||||||||||||||||
Fee | $ 5,000 | |||||||||||||||||||||
Original issue discount | 1,667 | |||||||||||||||||||||
Convertion price | $ 0.58 | |||||||||||||||||||||
Loss on extinguishment of debt | $ 31,989 | |||||||||||||||||||||
Loss on issuance of convertible debt | ||||||||||||||||||||||
Convertible promissory note six [Member] | ||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||
Maturity date | Sep. 11, 2019 | |||||||||||||||||||||
Derivative liabilities | $ 70,000 | |||||||||||||||||||||
Intrinsic value | $ 0.0631 | |||||||||||||||||||||
Derivative liability debt discount | $ 20,000 | |||||||||||||||||||||
Interest expense on derivative liability | $ 72,694 | |||||||||||||||||||||
Discount rate | 50.00% | |||||||||||||||||||||
Fee | ||||||||||||||||||||||
Convertion price | $ 0.50 | |||||||||||||||||||||
Loss on extinguishment of debt | $ 122,694 | |||||||||||||||||||||
Convertible promissory note five [Member] | ||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||
Maturity date | Nov. 21, 2019 | |||||||||||||||||||||
Derivative liabilities | $ 110,000 | 21,739 | ||||||||||||||||||||
Intrinsic value | $ 0.0765 | |||||||||||||||||||||
Derivative liability debt discount | $ 138,861 | 28,261 | ||||||||||||||||||||
Interest expense on derivative liability | $ 38,861 | 1,959 | ||||||||||||||||||||
Discount rate | 40.00% | |||||||||||||||||||||
Fee | $ 5,000 | |||||||||||||||||||||
Original issue discount | 2,826 | |||||||||||||||||||||
Convertion price | $ 0.60 | |||||||||||||||||||||
Loss on extinguishment of debt | ||||||||||||||||||||||
Loss on issuance of convertible debt |
COMMON AND PREFERRED STOCK (Det
COMMON AND PREFERRED STOCK (Details) | 3 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Warrants One [Member] | |
Warrants Issued and Unexercised | shares | 1,000,000 |
Exercise Price | $ / shares | $ 0.05 |
Expiration Date | Dec. 31, 2021 |
Warrants Two [Member] | |
Warrants Issued and Unexercised | shares | 500,000 |
Exercise Price | $ / shares | $ 0.10 |
Expiration Date | Dec. 31, 2021 |
Warrants Three [Member] | |
Warrants Issued and Unexercised | shares | 220,000 |
Exercise Price | $ / shares | $ 0.02 |
Expiration Date | Jan. 31, 2020 |
Warrants Four [Member] | |
Warrants Issued and Unexercised | shares | 535,714 |
Exercise Price | $ / shares | $ 0.07 |
Expiration Date | Jul. 31, 2024 |
Warrants Five [Member] | |
Warrants Issued and Unexercised | shares | 4,945,055 |
Exercise Price | $ / shares | $ 0.08 |
Expiration Date | Aug. 31, 2024 |
Warrants Six [Member] | |
Warrants Issued and Unexercised | shares | 3,333,333 |
Exercise Price | $ / shares | $ 0.02 |
Expiration Date | Dec. 31, 2024 |
COMMON AND PREFERRED STOCK (D_2
COMMON AND PREFERRED STOCK (Details Narrative) - USD ($) | Apr. 02, 2019 | Dec. 05, 2019 | Apr. 08, 2019 | Mar. 21, 2019 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2016 | Sep. 30, 2019 | Aug. 14, 2019 |
Capital stock, shares authorized | 2,000,000 | |||||||||||||
Capital stock value | $ 0.05 | |||||||||||||
Increased the authorized capital shares of common stock description | In 1953 the Company increased the authorized capital to 3,000,000 shares of common stock, in 1985 the authorized capital was again increased to 10,000,000 shares of common stock, and in 2014 the Company increased the authorized capital to 100,000,000 shares of common stock with a par value of $.001 and 10,000,000 shares of preferred stock with a par value of $.10. | |||||||||||||
Common stock issued for services, shares | 1,000,000 | 200,000 | 300,000 | |||||||||||
Rescinded shares, Shares | 4,300,000 | |||||||||||||
Common stock issued for services, amount | $ 230,000 | $ 50,000 | $ 5,500 | $ 40,000 | $ 45,500 | $ 40,000 | ||||||||
Strike price per share | $ 0.02 | |||||||||||||
Risk free interest rate | 1.99% | |||||||||||||
Expected life | 2 years | |||||||||||||
Expected volatility | 495.28% | |||||||||||||
Common stock issued for cash, shares | 1,958,000 | 2,650,000 | 5,760,000 | |||||||||||
Common stock issued for cash, amount | $ 74,000 | $ 119,000 | $ 70,000 | $ 23,600 | $ 131,500 | $ 224,100 | ||||||||
Common stock unissued for cash, shares | 1,275,000 | 1,275,000 | ||||||||||||
Common stock unissued for cash, amount | $ 55,000 | |||||||||||||
Common stock issued for reimbursement of mineral claims, shares | 500,000 | |||||||||||||
Additional warrants issued to directors fees shares | 110,000 | 280,000 | ||||||||||||
Additional warrants issued to directors fees amount | $ 22,000 | |||||||||||||
Warrants term | 2 years | |||||||||||||
Warrants issued for directors fees, exercise price | $ 0.02 | |||||||||||||
Fair value of warrants | $ 39,194 | |||||||||||||
Option issued | 60,000 | |||||||||||||
Options exercise price | 0.02 | |||||||||||||
Option value | $ 1,200 | |||||||||||||
Common stock shares issued for compensation, shares | 4,000,000 | |||||||||||||
Common stock shares issued for compensation, value | $ 80,000 | |||||||||||||
Common stock issued for officers fees, shares | 200,000 | |||||||||||||
Common stock issued for officers fees, amount | $ 4,000 | |||||||||||||
Common stock issued for prepaid financing fees, shares | 1,428,571 | |||||||||||||
Common stock issued for prepaid financing fees, amount | $ 100,000 | |||||||||||||
Common stock, shares issued | 68,777,733 | 60,436,162 | 200,000 | |||||||||||
Common stock value | $ 69,560 | $ 68,978 | $ 19,400 | |||||||||||
Series E Preferred Stock [Member] | ||||||||||||||
Restricted shares, par value | $ 0.10 | |||||||||||||
Restricted shares | 25,000 | |||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Restricted shares | 400,000 | |||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||
Restricted shares | 400,000 | |||||||||||||
Shares, par value | $ 0.10 | |||||||||||||
Series B Super Voting Preferred Stock [Member] | ||||||||||||||
Series B super voting preferred stock description | the Company filed a Certificate of Designation amending the Articles of Incorporation and designating the rights and restrictions of 1 share of Series B Super Voting Preferred Stock, par value $0.10 per share (the “Series B Preferred Stock”), pursuant to resolutions approved by the Board of Directors (the “Board”) on November 5, 2018. On March 21, 2019, the Company issued to Sheldon Karasik, the Chief Executive Officer, President and Chairman of the Board, the one share of Series B Preferred Stock in exchange for $0.16, which price was based on the closing price of the Company’s Common Stock as of November 5, 2018 of $0.16, the date the issuance was approved by the Board. Sheldon Karasik, as the holder of the Series B Preferred Stock, is entitled to vote together with the holders of the Company’s Common Stock upon all matters that may be submitted to holders of Common Stock for a vote, and on all such matters, the share of Series Voting Preferred Stock shall be entitled to that number of votes equal to 51% of the total number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis. The Company filed the Certificate of Designation with the Secretary of State of Idaho on March 21, 2019. | |||||||||||||
M6 [Member] | ||||||||||||||
Common stock issued for services, shares | 2,000,000 | |||||||||||||
Maximum Harvest LLC [Member] | ||||||||||||||
Common stock issued for services, shares | 1,300,000 | |||||||||||||
Hahn M. Nguyen [Member] | ||||||||||||||
Common stock issued for services, shares | 1,000,000 | |||||||||||||
Convertible promissory note [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 781,916 | |||||||||||||
Debt Conversion, Converted accrued interest | $ 460 | |||||||||||||
Debt Conversion, Converted principal amount | $ 7,000 | |||||||||||||
Conversion price | $ 0.009541 | |||||||||||||
Investor [Member] | ||||||||||||||
Common stock, authorized to issued to related party | 66,666 | |||||||||||||
Common stock, issued value | $ 2,158 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Apr. 16, 2019 | Mar. 21, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Payment of consulting fees | |||||||
Cash paid for consulting services | $ 10,000 | ||||||
Note payable | 400,000 | 400,000 | |||||
Repayment of related party debt | $ 100,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Restricted shares, par value | $ 0.16 | ||||||
Preferred stock voting right | |||||||
Series B Preferred Stock [Member] | Restricted Stock [Member] | |||||||
Restricted shares, par value | $ 0.10 | ||||||
Related Party [Member] | |||||||
Notes payable interest | 9,727 | 9,992 | |||||
Note payable | $ 58,772 | $ 60,073 | $ 15,000 | ||||
Repayment of related party debt | 5,000 | ||||||
Debt conversion converted amount | $ 3,000 | ||||||
Interest rate | 10.00% | ||||||
Debt conversion converted instrument, shares issued | 300,000 | ||||||
Premium Exploration Mining [Member] | Notes Payable Two [Member] | |||||||
Proceeds from notes payable | $ 15,000 | ||||||
Interest rate | 5.00% | ||||||
Premium Exploration Mining [Member] | Notes Payable [Member] | |||||||
Proceeds from notes payable | $ 35,000 | ||||||
Interest rate | 5.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
INCOME TAXES (Details) | ||
Net operating loss carryforwards | $ 7,785,356 | $ 7,079,690 |
Deferred tax asset | 1,968,134 | 1,819,944 |
Valuation allowance for deferred asset | (1,968,134) | $ (1,819,944) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2017 | Sep. 30, 2019 | |
INCOME TAXES (Details Narrative) | ||||
Net operating loss carryforwards | $ 7,785,356 | $ 7,079,690 | ||
Net operating loss carryforward expiration date | 2031 | |||
Change in valuation allowance, amount | $ 148,190 | |||
U.S. federal corporate income tax rate description | Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowered the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the December 31, 2017 fiscal year using a Federal Tax Rate of 21% | |||
U.S. federal statutory rate | 21.00% | |||
Description of reduction in deferred tax assets | %. The remeasurement of the deferred tax assets resulted in a $68,010 reduction in tax assets to $885,961 from an estimate of $953,971 that the assets would have been using a 35% effective tax rate. | |||
Effective tax rate | 35.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 29, 2020 | Jan. 21, 2020 | Dec. 31, 2019 | |
Investor [Member] | |||
Debt conversion converted instrument, shares issued | 1,570,967 | 1,000,000 | |
Debt conversion converted amount | $ 500 | $ 750 | |
Debt Instrument,accrued interest converted , Amount | 3,352 | $ 4,050 | |
Debt Conversion, Original Debt, Amount | $ 15,000 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.012 | $ 0.0048 | |
Convertible promisory note [Member] | January 17, 2020 [Member] | An institutional investor [Member] | |||
Rate of interest | 10.00% | ||
Maturity date | Oct. 11, 2020 | ||
Conversion price description | If the note is not paid or converted when due, the interest rate shall increase to 22%. The investor has the right at any time which is 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to 50% of the average of the lowest trading price for the Company’s Common Stock during the preceding 30 trading day period prior to the Conversion Date, but in no event will the conversion price exceed $0.02 per share. | ||
Issuance of convertible debt | $ 50,000 | ||
Convertible promisory note [Member] | Institutional investor [Member] | |||
Fee | $ 2,500 | ||
Rate of interest | 8.00% | ||
Maturity date | Jan. 21, 2021 | ||
Conversion price description | If the note is not paid or converted when due, the interest rate shall increase to 24%. The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to 60% of the lowest closing bid price for the Company’s Common Stock during the preceding 20 trading day period prior to and including the Conversion Date. | ||
Issuance of convertible debt | $ 115,000 | ||
Original issue discount | $ 10,000 |