Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2018 | Feb. 12, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | CIPHERLOC Corp | |
Entity Central Index Key | 1,022,505 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 40,783,164 | |
Trading Symbol | CLOK | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Current assets | ||
Cash | $ 13,052,481 | $ 14,056,346 |
Prepaid expenses | 56,995 | |
Total current assets | 13,109,476 | 14,056,346 |
Other assets | 12,218 | 12,218 |
Fixed assets, net | 35,988 | 20,050 |
Total assets | 13,157,682 | 14,088,614 |
Current liabilities | ||
Accounts payable and accrued liabilities | 91,782 | 52,043 |
Accrued compensation | 153,765 | 72,489 |
Total current liabilities | 245,547 | 124,532 |
Commitments and contingencies (Note 5) | ||
Series A convertible preferred stock, $0.01 par value, 10,000,000 shares authorized; 1,000,000 issued and outstanding as of December 31, 2018 and September 30, 2018 | 10,000 | 10,000 |
Common stock, $0.01 par value, 650,000,000 shares authorized; 40,763,917 and 40,743,917 issued and outstanding as of December 31, 2018 and September 30, 2018, respectively | 407,638 | 407,438 |
Additional paid-in capital | 68,208,957 | 68,169,157 |
Accumulated deficit | (55,714,460) | (54,622,513) |
Total stockholders' equity | 12,912,135 | 13,964,082 |
Total liabilities and stockholders' equity | $ 13,157,682 | $ 14,088,614 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Series A convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A convertible preferred stock, shares issued | 1,000,000 | 1,000,000 |
Series A convertible preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 40,763,917 | 40,743,917 |
Common stock, shares outstanding | 40,763,917 | 40,743,917 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 115,642 | |
Cost of revenues | 30,300 | |
Gross profit | 85,342 | |
Operating expenses | ||
General and administrative | 532,974 | 183,920 |
Sales and marketing | 213,975 | 22,967 |
Research and development | 345,895 | 114,852 |
Total operating expenses | 1,092,844 | 321,739 |
Operating loss | (1,092,844) | (236,397) |
Other income (expenses) | ||
Loss on extinguishment of convertible notes | (358,038) | |
Excess fair value of derivatives in convertible note | (486,745) | |
Change in fair value of embedded conversion features in convertible notes | (135,932) | |
Interest income (expense), net | 897 | (196,036) |
Net loss | $ (1,091,947) | $ (1,413,148) |
Net loss per common share - basic and diluted | $ (0.03) | $ (0.21) |
Weighted average common shares outstanding - basic and diluted | 40,762,159 | 6,712,339 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,091,947) | $ (1,413,148) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation | 1,781 | 1,381 |
Stock-based compensation | 10,000 | |
Stock issued for services | 40,000 | |
Loss on extinguishment of convertible notes | 358,038 | |
Excess fair value of derivatives in convertible note | 486,745 | |
Change in fair value of embedded conversion features in convertible notes | 135,932 | |
Debt discount amortization | 183,345 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (56,995) | |
Accounts payable and accrued liabilities | 39,739 | (19,513) |
Accrued compensation | 81,276 | 1,396 |
Deferred revenue | (115,642) | |
Net cash used in operating activities | (986,146) | (371,466) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (17,719) | |
Net cash used in investing activities | (17,719) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Common stock issued for cash | 57,200 | |
Proceeds from convertible note, net | 242,600 | |
Net cash provided by financing activities | 299,800 | |
DECREASE IN CASH | (1,003,865) | (71,666) |
CASH, BEGINNING OF PERIOD | 14,056,346 | 227,396 |
CASH, END OF PERIOD | $ 13,052,481 | $ 155,730 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Unaudited) - 3 months ended Dec. 31, 2018 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Sep. 30, 2018 | $ 10,000 | $ 407,438 | $ 68,169,157 | $ (54,622,513) | $ 13,964,082 |
Balance, shares at Sep. 30, 2018 | 1,000,000 | 40,743,917 | |||
Common stock issued for services | $ 200 | 39,800 | 40,000 | ||
Common stock issued for services, shares | 20,000 | ||||
Net loss | (1,091,947) | (1,091,947) | |||
Balance at Dec. 31, 2018 | $ 10,000 | $ 407,638 | $ 68,208,957 | $ (55,714,460) | $ 12,912,135 |
Balance, shares at Dec. 31, 2018 | 1,000,000 | 40,763,917 |
Description of Business
Description of Business | 3 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1 - DESCRIPTION OF BUSINESS Cipherloc Corporation (the “Company” or “Cipherloc”) was incorporated in Texas on June 22, 1953 as American Mortgage Company. On March 15, 2015, the Company changed its name to Cipherloc Corporation. The name change became effective on March 23, 2015. |
Basis of Presentation of Interi
Basis of Presentation of Interim Financial Statements | 3 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation of Interim Financial Statements | NOTE 2 - BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2019. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended September 30, 2018 have been omitted; this report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended September 30, 2018 included within the Company’s Form 10-K as filed with the Securities and Exchange Commission. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows: Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018 or September 30, 2018. At December 31, 2018 and September 30, 2018, cash includes cash on hand and cash in the bank. The Company maintains its cash in accounts held by large, globally recognized banks which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (FDIC). The FDIC insures these deposits up to $250,000. At December 31, 2018, $12,802,481 of the Company’s cash balance was uninsured. The Company has not experienced any losses in cash. Convertible Debt and Embedded Derivatives Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options When equity instruments, such as common stock and/or warrants, are issued with convertible debt, the net proceeds from the transaction are allocated to the convertible debt and equity instruments based on their relative fair values. The proceeds allocated to the equity instruments may reduce the carrying value of the convertible debt, and such discount is amortized to interest expense over the term of the debt. In the event a convertible note has an embedded conversion feature which, among other features, allows an unlimited number of common shares to be issued upon conversion since the conversion price is based on the quoted market price of the Company’s common stock, the Company records a derivative liability, which is marked to market at each reporting period and charged to the statement of operations in accordance with ASC 815, Accounting for Derivative Financial Instruments and Hedging Activities Basic and Diluted Net Loss per Common Share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest, resulting in the issuance of common stock that could share in the earnings of the Company. As of December 31, 2018 and September 30, 2018, the Company had 1,000,000 shares of preferred stock outstanding, which are convertible into 1,500,000 shares of common stock. Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. During the three months ended December 31, 2018, 25,015,866 warrants and 1,000,000 shares of convertible preferred stock were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive. During the three months ended December 31, 2017, 874,000 warrants and 1,000,000 shares of convertible preferred stock were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive. Research and Development and Software Development Costs The Company expenses all research and development costs, including patent and software development costs. Our research and development costs incurred for the three months ended December 31, 2018 and 2017 were $345,895 and $114,852, respectively. Recent Accounting Announcements The Financial Accounting Standards Board (“FASB”) issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in the ASC. There have been a number of ASUs to date that amend the original text of the ASC. Other than those discussed below, the Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) Leases (Topic 840): Targeted Improvements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Convertible Note Payable
Convertible Note Payable | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | NOTE 4 – CONVERTIBLE NOTE PAYABLE FirstFire Global Opportunities Fund, LLC On September 26, 2017, the Company issued a convertible note payable to FirstFire Global Opportunities Fund, LLC (“FirstFire”). This convertible note was settled in March 2018. The note was issued with a principal amount of $330,000, which included an original issue discount of $30,000. The Company incurred $8,500 in debt issuance costs. The note accrued interest at 5% per annum and was to mature on March 26, 2018. The note was convertible at $2.00 per share, subject to adjustment due to ratchet or down round protection, among other adjustments. The Company also issued 50,000 shares of its common stock, as well as warrants to purchase an additional 165,000 shares of common stock at $4.50 per share with a term of two years. The note was amended on December 20, 2017, which reduced the conversion price of the note from $2.00 to $1.00 per share and the exercise price of the warrants from $4.50 to $2.00. The amendment also required the Company to issue an additional 87,500 shares of common stock to FirstFire. The Company also received the right to prepay the convertible note at any time from the 151st through the 180th day following September 26, 2017, after which the Company could repay FirstFire at 130% multiplied by the outstanding principal amount plus accrued and unpaid interest. The reduction of the conversion price from $2.00 to $1.00 was deemed to create a beneficial conversion feature, therefore, the Company accounted for the amendment of the FirstFire note using ASC 815, Derivatives and Hedging During the three months ended December 31, 2017, the Company recognized a loss of $48,911 related to the change in fair value of the FirstFire beneficial conversion feature. The change in fair value was calculated using the stock price as of December 31, 2017 of $1.18 and an exercise price of $0.70, which is 70% multiplied by the lowest bid price of the Company’s common stock during the preceding 25 trading days, per the terms of the note. Additionally, upon the December 20, 2017 amendment of the FirstFire note, the Company recorded a debt discount of $330,000. The Company amortized $37,813 of the debt discount to interest expense during the three months ended December 31, 2017. Total interest expense related to the FirstFire note, including the debt discount amortization prior to the amendment, was $178,700 for the three months ended December 31, 2017. Peak One Opportunity Fund LP On December 14, 2017, the Company issued a convertible note payable to Peak One Opportunity Fund LP (“Peak One”). This convertible note was settled in April 2018. The note was issued with a principal amount of $300,000. The Company incurred $27,400 in debt issuance costs. The note was to mature on December 14, 2020. The note was convertible at $1.00 per share. The Company also issued 275,000 shares of its common stock, as well as warrants to purchase an additional 75,000 shares of common stock at $2.00 per share with a term of five years at the time of note issuance. The Company accounted for the Peak One note using ASC 815, Derivatives and Hedging During the three months ended December 31, 2017, the Company recognized a loss of $87,021 related to the change in fair value of the Peak One beneficial conversion feature. The change in fair value was calculated using the stock price as of December 31, 2017 of $1.18 and an exercise price of $0.70, which is 70% multiplied by the lowest bid price of the Company’s common stock during the preceding 25 trading days, per the terms of the note. Additionally, upon issuance of the Peak One note, the Company recorded a debt discount of $300,000. The Company amortized $4,645 of the debt discount to interest expense during the three months ended December 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 – COMMITMENTS AND CONTINGENCIES Litigation We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. A disgruntled former contracted consultant has brought an action in Texas state court against the CEO and the Company, alleging fraud and misrepresentation pertaining to stock and payments, all of which have been paid, and all stock has been delivered to him. He has also included a claim of partial ownership of some of the Company’s patents, which is without merit in that any interest he may have had has been assigned to the Company. The claim is frivolous and without merit. The case is being vigorously defended on our behalf by our insurance carrier. Leases The Company leases 3,906 square feet of office space in Buda, Texas. The lease for the Buda office began on March 15, 2016 and continues until March 31, 2019. The current monthly rent payment of $7,542 continues until February 28, 2019. On March 1, 2019, the monthly rent payment increases to $7,705. The lease shall be automatically renewed for two one-year periods at a rate of $7,705 per month from April 1, 2019 through March 31, 2020 and a rate of $7,867 per month from April 1, 2020 until March 31, 2021, unless either party to the lease agreement notifies the other of the intent to terminate the lease in writing at least 180 days prior to the expiration of the current term. The Company also leases 1,005 square feet of office space in Scottsdale, Arizona. The lease for the Scottsdale office began on July 15, 2018 and continues until July 31, 2021. The current monthly rent payment of $1,608 continues until July 31, 2019. From August 1, 2019 to July 31, 2020, the monthly rent payment increases to $1,656, and from August 1, 2020 to July 31, 2021, the monthly rent payment increases to $1,705. In October 2018, the Company leased an additional 3,859 square feet of office space in Scottsdale, Arizona. The lease for the new Scottsdale office began on October 4, 2018 and continues until October 31, 2021. Annual rent of $77,180 was prepaid for the first year from November 1, 2018 to October 31, 2019. After the first year, the lease requires monthly rent payments of $6,753 from November 1, 2019 to October 31, 2020 and $7,075 from November 1, 2020 to October 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 6 - STOCKHOLDERS’ EQUITY The Company is authorized to issue 650,000,000 common shares and 10,000,000 preferred shares at a par value of $0.01 per share. As of December 31, 2018, the Company had 40,763,917 shares of common stock and 1,000,000 shares of preferred stock outstanding. As of September 30, 2018, the Company had 40,743,917 shares of common stock and 1,000,000 shares of preferred stock outstanding. Common Stock Management determines the fair value of stock issuances using the closing stock price on the grant date. During the three months ended December 31, 2018, the Company issued 20,000 shares of common stock with a fair value of $40,000 to Pycnocline, LLC for management consulting services. During the three months ended December 31, 2017, the Company issued 5,537 shares of common stock with a fair value of $10,000 to its officers and other employees as part of their compensation, which was recorded in research and development expenses. Preferred Stock Each share of preferred stock is convertible into the Company’s common stock at a rate of one (1) preferred share to 1.5 common shares. Each share of preferred stock has 1.5 votes on all matters presented to be voted by the holders of common stock. The holders of preferred stock can only convert the shares if agreed to by the Board of Directors. If declared by the Board of Directors, holders of preferred stock are entitled to receive dividends prior and in preference to any declaration or payment of any dividend on the common stock of the Company. In the event of liquidation or dissolution of the Company, holders of preferred stock shall be paid out of the assets of the Company prior and in preference to any payment or distribution to holders of common stock of the Company. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 – SUBSEQUENT EVENTS There have been no reportable events that have occurred after December 31, 2018. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018 or September 30, 2018. At December 31, 2018 and September 30, 2018, cash includes cash on hand and cash in the bank. The Company maintains its cash in accounts held by large, globally recognized banks which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (FDIC). The FDIC insures these deposits up to $250,000. At December 31, 2018, $12,802,481 of the Company’s cash balance was uninsured. The Company has not experienced any losses in cash. |
Convertible Debt and Embedded Derivatives | Convertible Debt and Embedded Derivatives Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options When equity instruments, such as common stock and/or warrants, are issued with convertible debt, the net proceeds from the transaction are allocated to the convertible debt and equity instruments based on their relative fair values. The proceeds allocated to the equity instruments may reduce the carrying value of the convertible debt, and such discount is amortized to interest expense over the term of the debt. In the event a convertible note has an embedded conversion feature which, among other features, allows an unlimited number of common shares to be issued upon conversion since the conversion price is based on the quoted market price of the Company’s common stock, the Company records a derivative liability, which is marked to market at each reporting period and charged to the statement of operations in accordance with ASC 815, Accounting for Derivative Financial Instruments and Hedging Activities |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss per Common Share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest, resulting in the issuance of common stock that could share in the earnings of the Company. As of December 31, 2018 and September 30, 2018, the Company had 1,000,000 shares of preferred stock outstanding, which are convertible into 1,500,000 shares of common stock. Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. During the three months ended December 31, 2018, 25,015,866 warrants and 1,000,000 shares of convertible preferred stock were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive. During the three months ended December 31, 2017, 874,000 warrants and 1,000,000 shares of convertible preferred stock were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive. |
Research and Development and Software Development Costs | Research and Development and Software Development Costs The Company expenses all research and development costs, including patent and software development costs. Our research and development costs incurred for the three months ended December 31, 2018 and 2017 were $345,895 and $114,852, respectively. |
Recent Accounting Announcements | Recent Accounting Announcements The Financial Accounting Standards Board (“FASB”) issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in the ASC. There have been a number of ASUs to date that amend the original text of the ASC. Other than those discussed below, the Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) Leases (Topic 840): Targeted Improvements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
FDIC insured cash | $ 250,000 | ||
Cash balance uninsured | $ 12,802,481 | ||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |
Number of shares issued for conversion | 1,500,000 | ||
Research and development costs | $ 345,895 | $ 114,852 | |
Warrants [Member] | |||
Anti-dilutive common stock equivalents | 25,015,866 | 874,000 | |
Convertible Preferred Stock [Member] | |||
Anti-dilutive common stock equivalents | 1,000,000 | 1,000,000 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) | Dec. 20, 2017USD ($)$ / sharesshares | Dec. 14, 2017USD ($)$ / sharesshares | Sep. 26, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)d$ / shares |
Loss on extinguishment | $ (358,038) | ||||
Amortized debt discount | 183,345 | ||||
Excess fair value of derivatives in convertible note | (486,745) | ||||
Prior To The Amendment [Member] | |||||
Amortized debt discount | 178,700 | ||||
FirstFire Note [Member] | |||||
Debt instrument original issue discount | $ 330,000 | ||||
Change in fair value of derivative liability | $ 48,911 | ||||
Fair value measurement, stock price | $ / shares | $ 1.18 | ||||
Common stock lowest bid price percentage | 70.00% | ||||
Debt instrument convertible trading days | d | 25 | ||||
Fair value measurement term, description | Which is 70% multiplied by the lowest bid price of the Company's common stock during the preceding 25 trading days, per the terms of the note. | ||||
Amortized debt discount | $ 37,813 | ||||
Peak One Note [Member] | |||||
Debt instrument original issue discount | 300,000 | ||||
Amortized debt discount | $ 4,645 | ||||
Exercise Price [Member] | FirstFire Note [Member] | |||||
Fair value measurement, stock price | $ / shares | $ 0.70 | ||||
FirstFire Global Opportunities Fund, LLC [Member] | |||||
Debt instrument principal amount | $ 330,000 | ||||
Debt instrument original issue discount | 30,000 | ||||
Debt issuance cost | $ 8,500 | ||||
Debt interest rate | 5.00% | ||||
Debt instrument maturity date | Mar. 26, 2018 | ||||
Debt conversion price | $ / shares | $ 2 | $ 2 | |||
Issue of common stock shares | shares | 87,500 | 50,000 | |||
Warrant purchase additional common stock | shares | 165,000 | ||||
Warrant exercise price per share | $ / shares | $ 4.50 | $ 4.50 | |||
Warrants term | 2 years | ||||
Reduction in conversion price per share | $ / shares | 1 | ||||
Reduction in warrant exercise price per share | $ / shares | $ 2 | ||||
Loss on extinguishment | $ 358,038 | ||||
Derivative liability | $ 320,312 | ||||
FirstFire Global Opportunities Fund, LLC [Member] | Expected Term [Member] | |||||
Fair value measurement, term | 1 year | ||||
FirstFire Global Opportunities Fund, LLC [Member] | Volatility [Member] | |||||
Fair value measurement, percentage | 150.00% | ||||
FirstFire Global Opportunities Fund, LLC [Member] | Risk Free Interest Rate [Member] | |||||
Fair value measurement, percentage | 1.87% | ||||
FirstFire Global Opportunities Fund, LLC [Member] | 151st through the 180th day [Member] | |||||
Debt interest rate | 130.00% | ||||
Peak One Opportunity Fund LP [Member] | |||||
Debt instrument principal amount | $ 300,000 | ||||
Debt issuance cost | $ 27,400 | ||||
Debt instrument maturity date | Dec. 14, 2020 | ||||
Debt conversion price | $ / shares | $ 1 | ||||
Issue of common stock shares | shares | 275,000 | ||||
Warrant purchase additional common stock | shares | 75,000 | ||||
Warrant exercise price per share | $ / shares | $ 2 | ||||
Warrants term | 5 years | ||||
Derivative liability | $ 267,750 | ||||
Change in fair value of derivative liability | $ 87,021 | ||||
Fair value measurement, stock price | $ / shares | $ 1.18 | ||||
Common stock lowest bid price percentage | 70.00% | ||||
Debt instrument convertible trading days | d | 25 | ||||
Fair value measurement term, description | Which is 70% multiplied by the lowest bid price of the Company's common stock during the preceding 25 trading days, per the terms of the note. | ||||
Excess fair value of derivatives in convertible note | $ 486,745 | ||||
Peak One Opportunity Fund LP [Member] | Expected Term [Member] | |||||
Fair value measurement, term | 1 year 2 months 30 days | ||||
Peak One Opportunity Fund LP [Member] | Volatility [Member] | |||||
Fair value measurement, percentage | 150.00% | ||||
Peak One Opportunity Fund LP [Member] | Risk Free Interest Rate [Member] | |||||
Fair value measurement, percentage | 1.82% | ||||
Peak One Opportunity Fund LP [Member] | Exercise Price [Member] | |||||
Fair value measurement, stock price | $ / shares | $ 0.70 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended | |
Dec. 31, 2018USD ($)ft² | Oct. 31, 2018ft² | |
Area of lease | ft² | 3,906 | |
Arizona [Member] | ||
Area of lease | ft² | 1,005 | 3,859 |
February 28, 2019 [Member] | ||
Current rental rate | $ 7,542 | |
March 1, 2019 [Member] | ||
Current rental rate | 7,705 | |
April 1, 2019 through March 31, 2020 [Member] | ||
Current rental rate | 7,705 | |
April 1, 2020 until March 31, 2021 [Member] | ||
Current rental rate | 7,867 | |
July 31, 2019 [Member] | Arizona [Member] | ||
Current rental rate | 1,608 | |
August 1, 2019 to July 31, 2020 [Member] | Arizona [Member] | ||
Current rental rate | 1,656 | |
August 1, 2020 to July 31, 2021 [Member] | Arizona [Member] | ||
Current rental rate | 1,705 | |
November 1, 2018 to October 31, 2019 [Member] | Arizona [Member] | ||
Current rental rate | 77,180 | |
November 1, 2019 to October 31, 2020 [Member] | Arizona [Member] | ||
Current rental rate | 6,753 | |
November 1, 2020 to October 31, 2021 [Member] | Arizona [Member] | ||
Current rental rate | $ 7,075 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Common stock, shares authorized | 650,000,000 | 650,000,000 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares outstanding | 40,763,917 | 40,743,917 | |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |
Number of shares issued for services, value | $ 40,000 | ||
Stcok conversion description | Each share of preferred stock is convertible into the Company's common stock at a rate of one (1) preferred share to 1.5 common shares. | ||
Preferred stock, voting rights | Each share of preferred stock has 1.5 votes on all matters presented to be voted by the holders of common stock. | ||
Research and Development Expense [Member] | |||
Common stock issued to officers and other employees, shares | 5,537 | ||
Common stock issued to officers and other employees | $ 10,000 | ||
Management Consulting Services [Member] | |||
Number of shares issued for services | 20,000 | ||
Number of shares issued for services, value | $ 40,000 |