Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2021 | May 20, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | AngioSoma, Inc. | |
Entity Central Index Key | 0001502152 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 333-170315 | |
Entity Incorporation, State or Country Code | WY | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 475,638,775 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 158,888 | $ 81,442 |
Prepaid expenses | 4,783 | |
Inventory | 2,412 | |
Total current assets | 158,888 | 88,637 |
Fixed assets, net | 1,275 | |
TOTAL ASSETS | 158,888 | 89,912 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 138,697 | 133,467 |
Accounts payable to related party | 173,568 | |
Advances payable | 59,650 | 59,650 |
Current portion of convertible notes payable, net of discount of $6,011 and $34,923 respectively | 118,989 | 155,077 |
Current portion of accrued interest payable | 225,968 | 227,372 |
Total current liabilities | 543,304 | 749,134 |
TOTAL LIABILITIES | 543,304 | 749,134 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value, unlimited shares authorized; 475,638,775 and 436,218,342 shares issued and outstanding at March 31, 2021 September 30, 2020, respectively | 475,638 | 436,217 |
Additional paid-in capital | 6,562,113 | 6,118,002 |
Stock payable, consisting of 25,980,000 and 0 shares to be issued at March 31, 2021 and December 31, 2020, respectively | 811,500 | |
Accumulated deficit | (8,235,564) | (7,215,338) |
TOTAL STOCKHOLDERS' DEFICIT | (384,416) | (659,222) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 158,888 | 89,912 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock; 20,000,000 shares authorized: | ||
TOTAL STOCKHOLDERS' DEFICIT | ||
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock; 20,000,000 shares authorized: | 510 | 510 |
TOTAL STOCKHOLDERS' DEFICIT | 510 | 510 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock; 20,000,000 shares authorized: | 1,000 | 1,000 |
TOTAL STOCKHOLDERS' DEFICIT | 1,000 | 1,000 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock; 20,000,000 shares authorized: | 387 | 387 |
TOTAL STOCKHOLDERS' DEFICIT | $ 387 | $ 387 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Current portion of convertible notes payable, discount | $ 6,011 | $ 34,923 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | ||
Common stock, issued | 475,638,775 | 436,218,342 |
Common stock, outstanding | 475,638,775 | 436,218,342 |
Stock payable, shares | 25,980,000 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 6,000,000 | 6,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 509,988 | 509,988 |
Preferred stock, issued | 509,988 | 509,988 |
Preferred stock, outstanding | 509,988 | 509,988 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 1,000,000 | 1,000,000 |
Preferred stock, outstanding | 1,000,000 | 1,000,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 386,975 | 386,975 |
Preferred stock, issued | 386,975 | 386,975 |
Preferred stock, outstanding | 386,975 | 386,975 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||||
REVENUE | $ 77 | |||
Cost of goods sold | 2,412 | 2,412 | 14 | |
Gross margin | (2,412) | (2,412) | 63 | |
OPERATING EXPENSES | ||||
General and administrative expenses | 467,991 | 51,389 | 528,344 | 125,685 |
Total operating expenses | 467,991 | 51,389 | 528,344 | 125,685 |
LOSS FROM OPERATIONS | (470,403) | (51,389) | (530,756) | (125,622) |
OTHER INCOME (EXPENSE) | ||||
Loss on settlement of liabilities | (311,762) | (311,762) | ||
Interest expense | (113,666) | (66,923) | (177,708) | (153,727) |
Total other income (expense) | (425,428) | (66,923) | (489,470) | (153,727) |
Net loss | $ (895,831) | $ (118,312) | $ (1,020,226) | $ (279,349) |
Net loss per common share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted (in shares) | 469,027,749 | 235,768,659 | 457,766,883 | 212,861,298 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Common stock [Member] | Additional paid-in capital [Member] | Stock Payable [Member] | Accumulated Deficit [Member] | Series A Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Total |
Balance, Beginning at Sep. 30, 2019 | $ 170,468 | $ 1,225,272 | $ (6,673,607) | $ 4,590,535 | $ 510 | $ 1,000 | $ 387 | $ (685,435) | |
Balance, Beginning (in shares) at Sep. 30, 2019 | 170,467,283 | 5,800,000 | 509,988 | 1,000,000 | 386,975 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued for conversion of convertible note payable and accrued interest | $ 39,833 | 44,967 | 84,800 | ||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 39,833,749 | ||||||||
Beneficial conversion discount on convertible notes payable | 32,000 | 32,000 | |||||||
Return of preferred shares and retirement of accrued compensation from legal settlement | 4,703,339 | $ (4,590,535) | 112,804 | ||||||
Return of preferred shares and retirement of accrued compensation from legal settlement (in shares) | (5,800,000) | ||||||||
Net loss | (161,037) | (161,037) | |||||||
Balance, End at Dec. 31, 2019 | $ 210,301 | 6,005,578 | (6,834,644) | $ 510 | $ 1,000 | $ 387 | (616,868) | ||
Balance, End (in shares) at Dec. 31, 2019 | 210,301,032 | 509,988 | 1,000,000 | 386,975 | |||||
Balance, Beginning at Sep. 30, 2019 | $ 170,468 | 1,225,272 | (6,673,607) | $ 4,590,535 | $ 510 | $ 1,000 | $ 387 | (685,435) | |
Balance, Beginning (in shares) at Sep. 30, 2019 | 170,467,283 | 5,800,000 | 509,988 | 1,000,000 | 386,975 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (279,349) | ||||||||
Balance, End at Mar. 31, 2020 | $ 304,278 | 6,041,561 | (6,952,956) | $ 510 | $ 1,000 | $ 387 | (605,220) | ||
Balance, End (in shares) at Mar. 31, 2020 | 304,278,218 | 509,988 | 1,000,000 | 386,975 | |||||
Balance, Beginning at Dec. 31, 2019 | $ 210,301 | 6,005,578 | (6,834,644) | $ 510 | $ 1,000 | $ 387 | (616,868) | ||
Balance, Beginning (in shares) at Dec. 31, 2019 | 210,301,032 | 509,988 | 1,000,000 | 386,975 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued for conversion of convertible note payable and accrued interest | $ 93,977 | (24,017) | 69,960 | ||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 93,977,186 | ||||||||
Beneficial conversion discount on convertible notes payable | 60,000 | 60,000 | |||||||
Net loss | (118,312) | (118,312) | |||||||
Balance, End at Mar. 31, 2020 | $ 304,278 | 6,041,561 | (6,952,956) | $ 510 | $ 1,000 | $ 387 | (605,220) | ||
Balance, End (in shares) at Mar. 31, 2020 | 304,278,218 | 509,988 | 1,000,000 | 386,975 | |||||
Balance, Beginning at Sep. 30, 2020 | $ 436,217 | 6,118,002 | (7,215,338) | $ 510 | $ 1,000 | $ 387 | (659,222) | ||
Balance, Beginning (in shares) at Sep. 30, 2020 | 436,218,342 | 509,988 | 1,000,000 | 386,975 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued for conversion of convertible note payable and accrued interest | $ 19,269 | 45,391 | 64,660 | ||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 19,269,286 | ||||||||
Beneficial conversion discount on convertible notes payable | 30,000 | 30,000 | |||||||
Net loss | (124,395) | (124,395) | |||||||
Balance, End at Dec. 31, 2020 | $ 455,486 | 6,193,393 | (7,339,733) | $ 510 | $ 1,000 | $ 387 | (688,957) | ||
Balance, End (in shares) at Dec. 31, 2020 | 455,487,628 | 509,988 | 1,000,000 | 386,975 | |||||
Balance, Beginning at Sep. 30, 2020 | $ 436,217 | 6,118,002 | (7,215,338) | $ 510 | $ 1,000 | $ 387 | (659,222) | ||
Balance, Beginning (in shares) at Sep. 30, 2020 | 436,218,342 | 509,988 | 1,000,000 | 386,975 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (1,020,226) | ||||||||
Balance, End at Mar. 31, 2021 | $ 475,638 | 6,562,113 | 811,500 | (8,235,564) | $ 510 | $ 1,000 | $ 387 | (384,416) | |
Balance, End (in shares) at Mar. 31, 2021 | 475,638,775 | 509,988 | 1,000,000 | 386,975 | |||||
Balance, Beginning at Dec. 31, 2020 | $ 455,486 | 6,193,393 | (7,339,733) | $ 510 | $ 1,000 | $ 387 | (688,957) | ||
Balance, Beginning (in shares) at Dec. 31, 2020 | 455,487,628 | 509,988 | 1,000,000 | 386,975 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued for conversion of convertible note payable and accrued interest | $ 17,552 | 97,990 | 115,542 | ||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 17,551,147 | ||||||||
Beneficial conversion discount on convertible notes payable | 100,000 | 100,000 | |||||||
Issuance of common stock and retirement of accrued compensation with former officer | $ 2,600 | 132,600 | 312,000 | 447,200 | |||||
Issuance of common stock and retirement of accrued compensation with former officer (in shares) | 2,600,000 | ||||||||
Sale of common stock units for cash proceeds | 499,500 | 499,500 | |||||||
Repurchase of preferred stock from former officer | (324,000) | $ (1,000) | (325,000) | ||||||
Repurchase of preferred stock from former officer (in shares) | (1,000,000) | ||||||||
Issuance of preferred stock to officer | $ 324,000 | $ 1,000 | $ 325,000 | ||||||
Issuance of preferred stock to officer (in shares) | 1,000,000 | ||||||||
Settlement of accounts payable with related party | 38,130 | 38,130 | |||||||
Net loss | (895,831) | $ (895,831) | |||||||
Balance, End at Mar. 31, 2021 | $ 475,638 | $ 6,562,113 | $ 811,500 | $ (8,235,564) | $ 510 | $ 1,000 | $ 387 | $ (384,416) | |
Balance, End (in shares) at Mar. 31, 2021 | 475,638,775 | 509,988 | 1,000,000 | 386,975 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,020,226) | $ (279,349) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock compensation | 325,000 | |
Depreciation | 1,275 | 1,032 |
Amortization of discount on convertible note payable | 168,912 | 148,148 |
Loss on settlement of liabilities | 311,762 | |
Changes in operating assets and liabilities | ||
Inventory | 2,412 | 34 |
Prepaid expenses | 4,783 | (1,561) |
Accounts payable and accrued liabilities | 5,232 | (1,597) |
Accounts payable and accrued liabilities to related party | (5,000) | |
Accrued interest payable | 8,796 | 5,579 |
NET CASH (USED IN) OPERATING ACTIVITIES | (192,054) | (132,714) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash used to acquire fixed assets | (1,514) | |
NET CASH (USED IN) INVESTING ACTIVITIES | (1,514) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock units | 499,500 | |
Repurchase of preferred stock from former officer | (325,000) | |
Proceeds from convertible notes payable, net | 95,000 | 67,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 269,500 | 67,000 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 77,446 | (67,228) |
Cash and cash equivalents at beginning of period | 81,442 | 100,459 |
Cash and cash equivalents at end of period | 158,888 | 33,231 |
Cash paid during the period for: | ||
Interest | ||
Taxes | ||
Noncash investing and financing transactions: | ||
Conversion of convertible notes payable and accrued interest into common stock | 180,202 | 154,760 |
Beneficial conversion discount on convertible notes payable | 130,000 | 92,000 |
Common shares issued to settle liabilities with former officer | 135,438 | |
Settlement of liabilities with related party | 38,130 | |
Return of Series A preferred shares and settlement of related party compensation | $ 4,703,339 |
General Organization and Busine
General Organization and Business | 6 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | Note 1. General Organization and Business Angiosoma Inc. (the “Company”) was incorporated on April 29, 2016. The Company’s year-end is September 30. On October 4, 2019, the Company filed Articles of Continuance with the Secretary of State of Wyoming to continue its business in the state of Wyoming. As part of these Articles of Continuance, the Company effective October 4, 2019, the Company has no limit on the authorized shares of common stock that can be issued. The Company filed its Certificate of Dissolution with the Secretary of State of Nevada on October 21, 2019 since it is no longer a Nevada corporation. The Company is a clinical stage pharmaceutical Company introducing a patented formulation of previously approved drugs for the treatment of multiple sclerosis. Prior to the Company’s current business plan, the Company was a wellness company dedicated to bringing innovative, effective and high-quality supplement products to the medical, wellness and adult-use markets through our marketing subsidiary, SomaCeuticals TM |
Going Concern and Summary of Si
Going Concern and Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Going Concern and Summary of Significant Accounting Policies | Note 2. Going Concern and Summary of Significant Accounting Policies The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended March 31, 2021, the Company had a net loss of $1,020,226 and cash flow used in operating activities of $192,054. As of March 31, 2021, the Company had negative working capital of $384,416. Management does not anticipate having positive cash flow from operations in the near future. The Company has minimal revenue. Without additional capital, the Company will not be able to remain in business. These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. Management has plans to address the Company’s financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern. In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2020 which are included on our Form 10-K filed on December 3, 2020. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the three and six months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2021. Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, SomaCeuticals, Inc., First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation. Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 3. Convertible Notes Payable Convertible notes payable consisted of the following at March 31, 2021 and September 30, 2020: March 31, 2021 September 30, 2020 Convertible note dated April 13, 2017 in the original principal amount of $20,000, no stated maturity date, bearing interest at 3% per year, convertible into common stock at a rate of $0.01 per share. $ 20,000 $ 20,000 Convertible note dated March 30, 2020 in the original principal amount of $28,000, maturing January 15, 2021, bearing interest at 12% per year, convertible beginning September 26, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. In October 2020, principal of $28,000 and accrued interest of $1,680 were converted into 9,275,000 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 28,000 Convertible note dated June 10, 2020 in the original principal amount of $33,000, maturing April 15, 2021, bearing interest at 12% per year, convertible beginning December 8, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. In December 2020, principal of $33,000 and accrued interest of $1,980 were converted into 9,994,286 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 33,000 Convertible note dated July 7, 2020 in the original principal amount of $38,000, maturing May 15, 2021, bearing interest at 12% per year, convertible beginning January 3, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. In January 2021, principal of $38,000 and accrued interest of $2,280 was converted into 10,886,486 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 38,000 Convertible note dated July 30, 2020 in the original principal amount of $33,000, maturing June 15 2021, bearing interest at 12% per year, convertible beginning February 20, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. In February 2021, principal of $33,000 and accrued interest of $1,980 was converted into 4,115,294 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 33,000 Convertible note dated August 24, 2020 in the original principal amount of $38,000, maturing June 30, 2021, bearing interest at 12% per year, convertible beginning January 26, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. In February 2021, principal of $38,000 and accrued interest of $2,280 was converted into 2,549,367 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 38,000 Convertible note dated October 6, 2020 in the original principal amount of $33,000, maturing July 30 2021, bearing interest at 12% per year, convertible beginning April 4, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 33,000 — Convertible note dated January 5, 2021 in the original principal amount of $38,500, maturing January 5, 2022, bearing interest at 12% per year, convertible beginning July 4, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 38,500 — Convertible note dated February 4, 2021 in the original principal amount of $33,500, maturing February 4, 2022, bearing interest at 12% per year, convertible beginning August 3, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 33,500 — Total current convertible notes payable 125,000 190,000 Less: discount on convertible notes payable (6,011 ) (34,923 ) Total convertible notes payable, net of discount $ 118,989 $ 155,077 All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.99% of the outstanding stock of the Company. During the three months ended December 31, 2020, the Company recognized $3,000 of deferred finance costs from its new convertible note payable and $30,000 of new discount related to the beneficial conversion features of convertible notes payable. During the three months ended March 31, 2021, the Company recognized $7,000 of deferred finance costs from its new convertible note payable and $100,000 of new discount related to the beneficial conversion features of convertible notes payable. During the three and six months ended March 31, 2021, the Company recognized interest expense on convertible notes of $5,942 and $8,796 and amortization of discount on convertible notes payable of $61,188 and $168,912, respectively. During the three and six months ended March 31, 2020, the Company recognized interest expense on convertible notes of $596 and $5,579 and amortization of discount on convertible notes payable of $66,327 and $148,148, respectively As of March 31, 2021 and September 30, 2020, accrued interest was $225,968 and $227,372, respectively. Advances As of March 31, 2021 and September 30, 2020, the Company had non-interest bearing advances payable to third parties of $59,650. These advances are payable on demand. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions In January 2021, the Company’s former Chief Executive Officer Sydney Jim agreed to forgive all accrued but unpaid compensation of $38,130, resulting in a gain on settlement of liabilities to the Company that was recorded to additional paid in capital. In March 2021, the Company entered into severance agreement with its former CEO Alex Blankenship. The Company owed Ms. Blankenship unpaid compensation of $135,438 and agreed to issue 8,600,000 shares of common stock in full settlement of this amount and release from the employment agreement with her. The shares had a fair value of $447,200 based on the stock price at the date of the agreement. The Company recognized a loss on settlement of $311,762 in connection with this agreement. As of March 31, 2021, 2,600,000 of the shares were issued to Ms. Blankenship. Concurrently with the severance agreement, the Company agreed to purchase the 1,000,000 shares Series E Preferred Stock held by Ms. Blankenship for $325,000 in cash. The Company reissued those Series E preferred Shares to the Company’s new CEO James Katzaroff. The Company recognized stock-based compensation of $325,000 related to this reissuance. David Summers, a significant shareholder of the Company, formerly provided consulting services to the Company related to the development of our products. In addition, the Company had previously rented office space from Mr. Summers for $400 per month under a month to month lease. As part of the legal settlement discussed in Note 6 in October 2019, the Company was relieved of these outstanding claims, and the unpaid liability balance of $112,804 was retired as contributed capital, and Mr. Summers returned 5,800,000 shares of Series A Preferred stock with a book value of $4,590,535, which were cancelled. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | Note 5. Stockholders’ Equity (Deficit) Preferred Series A During the three months ended December 31, 2019, the Company entered into a settlement agreement with David Summers, the Company’s former CEO and a common stockholder. As part of this settlement, David Summers returned 5,800,000 Series A preferred shares to the Company which were cancelled. See Note 6 for additional information regarding the settlement. Preferred Series E On March 31, 2021, The Company agreed to repurchase 1,000,000 shares of Series E Preferred Stock from Alex Blankenship, the Company’s former CEO, for $325,000. The Company then reissued those shares to James Katzaroff, the Company’s new CEO, and recognized stock-based compensation expense of $325,000. The Series E Preferred stock has voting rights on the basis of two votes for every outstanding share of common stock meaning that the holders of the Series E Preferred Stock have 2/3 of the voting rights in the Company. Common Stock Units During the three months ended March 31, 2021, the Company sold common stock units to investors. Each unit consist of 400,000 shares of common stock and 600,000 warrants to purchase common stock for three years at an exercise price of $0.03 per share. The Company received cash proceeds of $499,500 related to the issuance of 19,980,000 shares of common stock and 29,970,000 warrants. No shares of common stock were issued as of March 31, 2021. The warrants has a relative fair value of $350,462 based on a Black-Scholes pricing model with estimated volatility ranging from 261.3% to 261.8%, dividend yield of 0%, expected term of three years and a risk free rate ranging from 0.19% to 0.24%. Common stock issued for conversion of convertible notes payable During the three months ended December 31, 2020, the Company issued 19,269,286 shares of common stock upon the conversion of principal of $61,000 and accrued interest of $3,660. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. During the three months ended March 31, 2021, the Company issued 17,551,147 shares of common stock upon the conversion of principal of $109,000 and accrued interest of $6,540. The Company recognized a loss of $13,994 on these conversions. During the three months ended December 31, 2019, the Company issued 39,833,749 shares of common stock upon the conversion of principal of $80,000 and accrued interest of $4,800. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. During the three months ended March 31, 2020, the Company issued 93,977,186 shares of common stock upon the conversion of principal of $66,000 and accrued interest of $3,960. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. Beneficial conversion feature During the six months ended March 31, 2021, the Company charged to additional paid-in capital the aggregate amount of $130,000 on connection with the beneficial conversion feature of notes payable. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Note 6. Commitments and Contingent Liabilities Litigation The Company was involved in a legal dispute with Mr. David Summers, a significant shareholder, regarding the settlement of claims on certain patents and formulas. In October 2019, the Company entered into a settlement agreement with David Summers whereby all claims, disputes and litigation were dismissed. Mr. Summers returned 5,800,000 shares of Series A Preferred stock to the Company, which were cancelled. The Company was relieved of the previously recognized liability for compensation amounts due to Mr. Summers of $112,804. The Company assigned three patents that it previously held to David Summers, which had no book value as of the date of the settlement. The settlement was recorded as a capital transaction due to the related party nature and as such no gain or loss was recorded. |
License Agreement
License Agreement | 6 Months Ended |
Mar. 31, 2021 | |
License Agreement | |
License Agreement | Note 7. License Agreement Effective August 23, 2020 the Company’s wholly-owned subsidiary, SomaCeuticals, Inc. entered into an exclusive global license agreement with 7 to Stand, Inc. for the rights to U.S. patent 10,610,592 issued to Fabrizio de Silvestri, Terni, Italy, as inventor, April 7, 2020 for treatment of Multiple Sclerosis. In consideration for the license agreement, SomaCeuticals agreed to pay 7 to Stand a royalty of 7.1% of the net sales of any product developed under the patent on a worldwide basis. Additionally, the Company will issue a total of 116,520,667 shares of common stock to 7 to Stand upon completion of the following milestones: • Common shares representing 5% of total number of outstanding common shares of the Company immediately following any change of control of the Company; the Company will issue 29,130,167 shares of common stock as a result of the change of control discussed in Note 5. These shares have not yet been issued. • 29,130,167 Common shares immediately following the first round of funding under a private offer of equity or debt securities; • 29,130,167 Common shares immediately following the commencement of clinical trials for Federal Drug Administration clearance of the product; and • Common shares representing an adjustment to increase 7 to Stand’s total ownership to 19.99% of total number of outstanding common shares of the Company immediately following FDA clearance of the product for sale. The Company expects to issue 29,130,166 shares of common stock related to this provision if met. • No royalties have been earned or paid to 7 to Stand. The license agreement may be terminated by 7 to Stand if 1) SomaCeuticals does not begin clinical trials within one year of the agreement; 2) if SomaCeuticals terminates the continuation of the clinical trials; or 3) shall not commence marketing the product within reasonable time after obtaining FDA approval. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events On April 27, 2021, the Board of Directors of the Company elected Brooke Greenwald as Chief Marketing Officer of the corporation. On April 27, 2021, the Board of Directors of the Company elected Steven F. Penderghast as Director of the corporation. On April 28, 2021, the Company awarded Mr Penderghast stock options to purchase 5,000,000 shares of common stock at an exercise price of $0.003 per share. The stock option is exercisable through the latter of two years from the effective date or two years after certain liquidity events. On May 6, 2021, the Board of Directors of the Company elected David Croom as Executive Vice President of the corporation. and elected Dr. Leonard Wisneski, MD, FACP as the Medical Advisory Board Chairman. |
Going Concern and Summary of _2
Going Concern and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2020 which are included on our Form 10-K filed on December 3, 2020. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the three and six months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2021. |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, SomaCeuticals, Inc., First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consisted of the following at March 31, 2021 and September 30, 2020: March 31, 2021 September 30, 2020 Convertible note dated April 13, 2017 in the original principal amount of $20,000, no stated maturity date, bearing interest at 3% per year, convertible into common stock at a rate of $0.01 per share. $ 20,000 $ 20,000 Convertible note dated March 30, 2020 in the original principal amount of $28,000, maturing January 15, 2021, bearing interest at 12% per year, convertible beginning September 26, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. In October 2020, principal of $28,000 and accrued interest of $1,680 were converted into 9,275,000 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 28,000 Convertible note dated June 10, 2020 in the original principal amount of $33,000, maturing April 15, 2021, bearing interest at 12% per year, convertible beginning December 8, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. In December 2020, principal of $33,000 and accrued interest of $1,980 were converted into 9,994,286 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 33,000 Convertible note dated July 7, 2020 in the original principal amount of $38,000, maturing May 15, 2021, bearing interest at 12% per year, convertible beginning January 3, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. In January 2021, principal of $38,000 and accrued interest of $2,280 was converted into 10,886,486 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 38,000 Convertible note dated July 30, 2020 in the original principal amount of $33,000, maturing June 15 2021, bearing interest at 12% per year, convertible beginning February 20, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. In February 2021, principal of $33,000 and accrued interest of $1,980 was converted into 4,115,294 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 33,000 Convertible note dated August 24, 2020 in the original principal amount of $38,000, maturing June 30, 2021, bearing interest at 12% per year, convertible beginning January 26, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. In February 2021, principal of $38,000 and accrued interest of $2,280 was converted into 2,549,367 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 38,000 Convertible note dated October 6, 2020 in the original principal amount of $33,000, maturing July 30 2021, bearing interest at 12% per year, convertible beginning April 4, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 33,000 — Convertible note dated January 5, 2021 in the original principal amount of $38,500, maturing January 5, 2022, bearing interest at 12% per year, convertible beginning July 4, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 38,500 — Convertible note dated February 4, 2021 in the original principal amount of $33,500, maturing February 4, 2022, bearing interest at 12% per year, convertible beginning August 3, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 33,500 — Total current convertible notes payable 125,000 190,000 Less: discount on convertible notes payable (6,011 ) (34,923 ) Total convertible notes payable, net of discount $ 118,989 $ 155,077 |
Going Concern and Summary of _3
Going Concern and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||||||
Net loss | $ (895,831) | $ (124,395) | $ (118,312) | $ (161,037) | $ (1,020,226) | $ (279,349) |
Cash flow from operating activities | (192,054) | $ (132,714) | ||||
Working capital | $ 384,416 | $ 384,416 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Total current convertible notes payable | $ 125,000 | $ 190,000 |
Less: discount on convertible notes payable | (6,011) | (34,923) |
Long-term convertible notes payable, net of discount | 118,989 | 155,077 |
Convertible Note Date April 13 2017 [Member] | ||
Convertible note | 20,000 | 20,000 |
Convertible Note Dated March 30 2020 [Member] | ||
Convertible note | 28,000 | |
Convertible Note Dated June 10 2020 [Member] | ||
Convertible note | 33,000 | |
Convertible Note Dated July 7 2020 [Member] | ||
Convertible note | 38,000 | |
Convertible Note Dated July 30 2020 [Member] | ||
Convertible note | 33,000 | |
Convertible Note Dated August 24 2020 [Member] | ||
Convertible note | 38,000 | |
Convertible Note Dated October 6 2020 [Member] | ||
Convertible note | 33,000 | |
Convertible Note Dated January 5 2021 [Member] | ||
Convertible note | 38,500 | |
Convertible Note Dated February 4 2021 [Member] | ||
Convertible note | $ 33,500 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) | 6 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Convertible Note Date April 13 2017 [Member] | |
Amount | $ 20,000 |
Dated | Apr. 13, 2017 |
Interest | 3.00% |
Convertible rate | $ / shares | $ 0.01 |
Convertible Note Dated March 30 2020 [Member] | |
Amount | $ 28,000 |
Dated | Mar. 30, 2020 |
Interest | 12.00% |
Maturing | January 15, 2021 |
Convertible | convertible beginning September 26, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. |
Amount converted | $ 1,680 |
Converted shares of common stock | shares | 9,275,000 |
Convertible Note Dated June 10 2020 [Member] | |
Amount | $ 33,000 |
Dated | Jun. 10, 2020 |
Interest | 12.00% |
Maturing | April 15, 2021 |
Convertible | convertible beginning December 8, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. |
Amount converted | $ 1,980 |
Converted shares of common stock | shares | 9,994,286 |
Convertible Note Dated July 7 2020 [Member] | |
Amount | $ 38,000 |
Dated | Jul. 7, 2020 |
Interest | 12.00% |
Maturing | May 15, 2021 |
Convertible | convertible beginning January 3, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. |
Amount converted | $ 2,280 |
Converted shares of common stock | shares | 10,886,486 |
Convertible Note Dated July 30 2020 [Member] | |
Amount | $ 33,000 |
Dated | Jul. 30, 2020 |
Interest | 12.00% |
Maturing | June 15 2021 |
Convertible | convertible beginning February 20, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. |
Amount converted | $ 1,980 |
Converted shares of common stock | shares | 4,115,294 |
Convertible Note Dated August 24 2020 [Member] | |
Amount | $ 38,000 |
Dated | Aug. 24, 2020 |
Interest | 12.00% |
Maturing | June 30, 2021 |
Convertible | convertible beginning January 26, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. |
Amount converted | $ 2,280 |
Converted shares of common stock | shares | 2,549,367 |
Convertible Note Dated October 6 2020 [Member] | |
Amount | $ 33,000 |
Dated | Oct. 6, 2020 |
Interest | 12.00% |
Maturing | July 30, 2021 |
Convertible | convertible beginning April 4, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. |
Convertible Note Dated January 5 2021 [Member] | |
Amount | $ 38,500 |
Dated | Jan. 5, 2021 |
Interest | 12.00% |
Maturing | January 5, 2022 |
Convertible | convertible beginning July 4, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. |
Convertible Note Dated February 4 2021 [Member] | |
Amount | $ 33,500 |
Dated | Feb. 4, 2021 |
Interest | 12.00% |
Maturing | February 4, 2022 |
Convertible | convertible beginning August 3, 2021 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Interest Expense | $ 113,666 | $ 66,923 | $ 177,708 | $ 153,727 | ||
Short-term Debt | 59,650 | 59,650 | $ 59,650 | |||
Beneficial conversion discount on convertible note payable | 130,000 | 92,000 | ||||
Current portion of accrued interest payable | 225,968 | $ 225,968 | $ 227,372 | |||
Convertible Debt [Member] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.99% of the outstanding stock of the Company. | |||||
Interest Expense | 5,942 | 596 | $ 8,796 | 5,579 | ||
Amortization of Debt Discount (Premium) | 61,188 | $ 66,327 | 168,912 | $ 148,148 | ||
Beneficial conversion discount on convertible note payable | 100,000 | $ 30,000 | ||||
Deferred finance costs | $ 7,000 | $ 3,000 | $ 7,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Unpaid liability | $ 112,804 | $ 112,804 | ||
Issuance of common stock | 499,500 | |||
Share based compensation | 325,000 | |||
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Unpaid compensation | 135,438 | 135,438 | ||
Settlement of liabilities | $ 38,130 | |||
Issuance of common stock | 8,600,000 | |||
Fair value of stock | 447,200 | $ 447,200 | ||
Loss on settlement | $ 311,762 | |||
Share issued | 2,600,000 | 2,600,000 | ||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares cancelled | 5,800,000 | |||
Book Value | $ 4,590,535 | |||
Chief Executive Officer [Member] | Series E Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase price of stock | 1,000,000 | |||
Cash | $ 325,000 | $ 325,000 | ||
Majority Shareholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Leases, Rent Expense, Minimum Rentals | 400 | |||
New CEO [Member] | Series E Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share based compensation | $ 325,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2021 | Oct. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Beneficial conversion feature | $ 130,000 | $ 92,000 | |||||||
Share based compensation | $ 325,000 | ||||||||
Common Stock, Shares Authorized | |||||||||
Proceeds from sale of common stock units | $ 499,500 | ||||||||
Chief Executive Officer [Member] | |||||||||
Proceeds from sale of common stock units | $ 8,600,000 | ||||||||
Series A Preferred Stock [Member] | David Summers [Member] | |||||||||
Number of shares cancelled | 5,800,000 | 5,800,000 | |||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||
Number of shares cancelled | 5,800,000 | ||||||||
Series E Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||
Purchase price of stock | 1,000,000 | ||||||||
Cash | $ 325,000 | $ 325,000 | $ 325,000 | ||||||
Series E Preferred Stock [Member] | New CEO [Member] | |||||||||
Share based compensation | $ 325,000 | ||||||||
Common stock [Member] | |||||||||
Common stock issued for conversion of convertible note payable | 17,551,147 | 19,269,286 | 93,977,186 | 39,833,749 | |||||
Common Stock, Shares Authorized | 400,000 | 400,000 | 400,000 | ||||||
Proceeds from sale of common stock units | $ 499,500 | ||||||||
Fair value of warrants | $ 350,462 | ||||||||
Volatility ranging of minimum price | 261.30% | ||||||||
Volatility ranging of maximum price | 261.80% | ||||||||
Dividend yield | 0.00% | ||||||||
Risk free range minimum price | 0.19% | ||||||||
Risk free range maximum price | 0.24% | ||||||||
Common stock [Member] | Convertible Note Payable [Member] | |||||||||
Face amount | $ 109,000 | $ 109,000 | $ 61,000 | $ 66,000 | $ 80,000 | $ 109,000 | $ 66,000 | ||
Debt accrued interest | $ 6,540 | $ 3,660 | $ 3,960 | $ 4,800 | |||||
Common stock issued for conversion of convertible note payable | 17,551,147 | 19,269,286 | 93,977,186 | 39,833,749 | |||||
Gain loss of recognized conversions | $ 13,994 | ||||||||
Warrant [Member] | |||||||||
Common stock issued for conversion of convertible note payable | 29,970,000 | ||||||||
Purchase price of stock | 600,000 | ||||||||
Warrrant excercise pice | $ 0.03 | ||||||||
Additional paid-in capital [Member] | |||||||||
Beneficial conversion feature | $ 130,000 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details Narrative) - David Summers [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Oct. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2021 | |
Liability for compensation amounts | $ 112,804 | ||
Series A Preferred Stock [Member] | |||
Number of shares cancelled | 5,800,000 | 5,800,000 |
License Agreement (Details Narr
License Agreement (Details Narrative) - License Agreement [Member] | Aug. 23, 2020shares |
Description of milestones | The Company will issue a total of 116,520,667 shares of common stock to 7 to Stand upon completion of the following milestones: • Common shares representing 5% of total number of outstanding common shares of the Company immediately following any change of control of the Company; the Company will issue 29,130,167 shares of common stock as a result of the change of control discussed in Note 5. These shares have not yet been issued. • 29,130,167 Common shares immediately following the first round of funding under a private offer of equity or debt securities; • 29,130,167 Common shares immediately following the commencement of clinical trials for Federal Drug Administration clearance of the product; and • Common shares representing an adjustment to increase 7 to Stand’s total ownership to 19.99% of total number of outstanding common shares of the Company immediately following FDA clearance of the product for sale. The Company expects to issue 29,130,166 shares of common stock related to this provision if met. • No royalties have been earned or paid to 7 to Stand. The license agreement may be terminated by 7 to Stand if 1) SomaCeuticals does not begin clinical trials within one year of the agreement; 2) if SomaCeuticals terminates the continuation of the clinical trials; or 3) shall not commence marketing the product within reasonable time after obtaining FDA approval. |
Patents [Member] | |
Royalty of net sales | 7.10% |
Patents [Member] | Fabrizio de Silvestri [Member] | |
Rights to issued | 10,610,592 |
Subsequent Events (Details narr
Subsequent Events (Details narrative) - Subsequent Event [Member] - Steven F. Penderghast [Member] - Common Stock [Member] | Apr. 27, 2021$ / sharesshares |
Stock options to purchase | shares | 5,000,000 |
Exercise price | $ / shares | $ 0.003 |