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GSTC GlobeStar Therapeutics

Filed: 23 Aug 21, 12:44pm

 

UNITED STATES

SECURITY AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

 

FORM 10-Q

____________________

 

(MARK ONE)

 

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2021

 

or

 

    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number: 333-170315

 

GlobeStar Therapeutics Corporation

(Exact name of registrant as specified in its charter)

 

Wyoming 27-3480481
(State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification Number)
   
719 Jadwin Avenue, Richland, WA 99352
(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code: 206-451-1970

 

Angiosoma Inc.

(Former name, former address and former fiscal year, if changed since last report) 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Large accelerated filerAccelerated filer
 Non-accelerated filerSmaller reporting company
 (Do not check is smaller reporting company)Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)   Yes ☐    No

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Title of each classTrading SymbolName of each exchange on which registered
CommonGSTCN/A

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 20, 2021, 546,495,726 shares of common stock issued and outstanding.

 


 

TABLE OF CONTENTS  

 

PART I — FINANCIAL INFORMATION4
  
Item 1. Financial Statements4
  
Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and September 30, 20204
  
Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2021 and 2020 (Unaudited)5
  
Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended June 30, 2021 and 2020 (Unaudited)6
  
Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2021 and 2020 (Unaudited)7
  
Notes to the Unaudited Consolidated Financial Statements8
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations14
  
Item 3. Quantitative and Qualitative Disclosures about Market Risk16
  
Item 4. Controls and Procedures16
  
PART II — OTHER INFORMATION17
  
Item 1. Legal Proceedings17
  
Item 1A. Risk Factors17
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds17
  
Item 3. Defaults upon Senior Securities17
  
Item 4. Mine Safety Disclosures17
  
Item 5. Other Information17
  
Item 6. Exhibits18
  
SIGNATURES19

 

- 2 -


 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

 

OTHER PERTINENT INFORMATION

 

When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to AngioSoma Inc., a Nevada corporation and its subsidiaries unless the context specifically indicates otherwise.

 

- 3 -


 

PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

GLOBESTAR THERAPEUTICS CORPORATION 

(formerly known as: ANGIOSOMA INC.) 

CONSOLIDATED BALANCE SHEETS

 

 

   June 30,
2021
 September 30,
2020
 
   (Unaudited)    
CURRENT ASSETS       
Cash and cash equivalents $20,476 $81,442 
Prepaid expenses    4,783 
Inventory    2,412 
Total current assets  20,476  88,637 
        
Fixed assets, net    1,275 
        
TOTAL ASSETS $20,476 $89,912 
        
LIABILITIES AND STOCKHOLDERS’ DEFICIT       
Current Liabilities       
Accounts payable and accrued liabilities $217,500 $133,467 
Accounts payable to related party  57,155  173,568 
Advances payable  59,650  59,650 
Current portion of convertible notes payable, net of discount of $3,287 and $34,923 respectively  88,713  155,077 
Current portion of accrued interest payable  226,213  227,372 
        
Total current liabilities  649,231  749,134 
        
TOTAL LIABILITIES  649,231  749,134 
        
COMMITMENTS AND CONTINGENCIES       
        
STOCKHOLDERS’ DEFICIT       
Common stock, $0.001 par value, unlimited shares authorized; 476,832,632 and 436,218,342 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively  476,832  436,217 
Preferred stock; 20,000,000 shares authorized:       
Series A Preferred Stock, $0.001 par value, 6,000,000 shares authorized, 0 and 0 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively  0  0 
Series D Preferred Stock, $0.001 par value, 509,988 shares authorized; 509,988 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively  510  510 
Series E Preferred Stock, $0.001 par value, 1,000,000 shares authorized; 1,000,000 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively  1,000  1,000 
Series F Preferred Stock; $0.001 par value 386,975 shares authorized;  386,975 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively  387  387 
Additional paid-in capital  10,835,078  6,118,002 
Stock payable, consisting of 25,980,000 and 0 shares to be issued at June 30, 2021 and September 30, 2020, respectively  811,500   
Accumulated deficit  (12,754,062) (7,215,338)
        
TOTAL STOCKHOLDERS’ DEFICIT  (628,755) (659,222)
        
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $20,476 $89,912 

 

The accompanying footnotes are an integral part of these unaudited consolidated financial statements.

 

- 4 -


 

GLOBESTAR THERAPEUTICS CORPORATION

(formerly known as: ANGIOSOMA INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

               
  Three Months Ended  Nine Months Ended 
  June 30,  June 30, 
  2021  2020  2021  2020 
             
REVENUE $  $  $  $77 
Cost of goods sold        2,412   14 
                 
Gross margin        (2,412)  63 
                 
OPERATING EXPENSES                
General and administrative expenses  4,478,111   48,563   5,006,455   174,248 
Total operating expenses  4,478,111   48,563   5,006,455   174,248 
                 
LOSS FROM OPERATIONS  (4,478,111)  (48,563)  (5,008,867)  (174,185)
                 
OTHER INCOME (EXPENSE)                
Loss on settlement of liabilities  (5,438)     (317,200)   
Interest expense  (34,949)  (39,422)  (212,657)  (193,149)
Total other income (expense)  (40,387)  (39,422)  (529,857)  (193,149)
                 
Net loss $(4,518,498) $(87,985) $(5,538,724) $(367,334)
                 
Net loss per common share $(0.01) $(0.00) $(0.01) $(0.00)
                 
Weighted average shares outstanding - basic and diluted  476,727,678   345,243,279   464,087,148   256,827,577 

  

The accompanying footnotes are an integral part of these unaudited consolidated financial statements.

 

- 5 -


 

GLOBESTAR THERAPEUTICS CORPORATION

(formerly known as: ANGIOSOMA INC.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

                                  
       Series A  Series D  Series E  Series F Additional      Total 
   Common stock  Preferred Stock  Preferred Stock  Preferred Stock  Preferred Stock  paid-in  Stock  Accumulated  Equity 
  Shares Par Shares Amount Shares Amount Shares Amount Shares Amount capital payable Deficit (Deficit) 
                              
Balance, September 30, 2020  436,218,342 $436,217  0 $  509,988 $510  1,000,000 $1,000  386,975 $387 $6,118,002 $ $(7,215,338)$(659,222)
                                            
Common stock issued for conversion of convertible note payable and accrued interest  19,269,286  19,269  0                45,391      64,660 
Beneficial conversion discount on convertible notes payable                      30,000      30,000 
Net loss for the three months ended December 31, 2020                          (124,395) (124,395)
Balance, December 31, 2020  455,487,628 $455,486  0 $  509,988 $510  1,000,000 $1,000  386,975 $387 $6,193,393 $ $(7,339,733)$(688,957)
                                            
Issuance of common stock and retirement of accrued compensation with former officer  2,600,000  2,600                  132,600  312,000    447,200 
Common stock issued for conversion of convertible note payable and accrued interest  17,551,147  17,552  0                97,990      115,542 
Sale of common stock units for cash proceeds                        499,500    499,500 
Repurchase of preferred stock from former officer              (1,000,000) (1,000)     (324,000)     (325,000)
Issuance of preferred stock to officer              1,000,000  1,000      324,000      325,000 
Settlement of accounts payable with related party                      38,130      38,130 
Beneficial conversion discount on convertible notes payable                      100,000      100,000 
Net loss for the three months ended March 31, 2021                          (895,831) (895,831)
Balance, March 31, 2021  475,638,775  475,638  0    509,988  510  1,000,000  1,000  386,975  387  6,562,113  811,500  (8,235,564) (384,416)
                                            
Common stock issued for conversion of convertible note payable and accrued interest  1,193,857  1,194  0                33,786      34,980 
Beneficial conversion discount on convertible notes payable                      30,000      30,000 
Stock-based compensation                      4,209,179      4,209,179 
Net loss for the three months ended June 30, 2021                          (4,518,498) (4,518,498)
Balance, June 30, 2021  476,832,632 $476,832  0 $  509,988 $510  1,000,000  1,000  386,975  387  10,835,078  811,500  (12,754,062) (628,755)
                                            
Balance, September 30, 2019  170,467,283 $170,468  5,800,000 $4,590,535  509,988 $510  1,000,000 $1,000  386,975 $387 $1,225,272 $ $(6,673,607)$(685,435)
                                            
Common stock issued for conversion of convertible note payable and accrued interest  39,833,749  39,833                  44,967      84,800 
Beneficial conversion discount on convertible notes payable                      32,000      32,000 
Return of preferred shares and retirement of accrued compensation from legal settlement      (5,800,000) (4,590,535)             4,703,339      112,804 
Net loss for the three months ended December 31, 2019                          (161,037) (161,037)
Balance, December 31, 2019  210,301,032  210,301  0    509,988  510  1,000,000  1,000  386,975  387  6,005,578    (6,834,644) (616,868)
                                            
Common stock issued for conversion of convertible note payable and accrued interest  93,977,186  93,977  0                (24,017)     69,960 
Beneficial conversion discount on convertible notes payable                      60,000      60,000 
Net loss for the three months ended March 31, 2020                          (118,312) (118,312)
Balance, March 31, 2020  304,278,218  304,278  0    509,988  510  1,000,000  1,000  386,975  387  6,041,561    (6,952,956) (605,220)
                                            
Common stock issued for conversion of convertible note payable and accrued interest  78,841,942  78,842  0                (41,742)     37,100 
Beneficial conversion discount on convertible notes payable                      35,000      35,000 
Net loss for the three months ended June 30, 2020                          (87,985) (87,985)
Balance, June 30, 2020  383,120,160 $383,120  0 $  509,988 $510  1,000,000  1,000  386,975  387  6,034,819    (7,040,941) (621,105)

 

The accompanying footnotes are an integral part of these unaudited consolidated financial statements.

 

- 6 -


 

GLOBESTAR THERAPEUTICS CORPORATION

(formerly known as: ANGIOSOMA INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

        
  Nine Months Ended 
  June 30, 
  2021  2020 
CASH FLOW FROM OPERATING ACTIVITIES:        
Net loss $(5,538,724) $(367,334)
Adjustments to reconcile net loss to net cash used in operating activities:        
 Stock compensation  4,534,179    
 Depreciation  1,275   1,169 
 Amortization of discount on convertible note payable  201,636   185,395 
 Loss on conversion of notes payable       
 Loss on settlement of liabilities  317,200    
Changes in operating assets and liabilities        
 Inventory  2,412   34 
 Prepaid expenses  4,783   (778)
 Accounts payable and accrued liabilities  84,035   (1,598)
 Accounts payable and accrued liabilities to related party  51,717   5,000 
 Accrued interest payable  11,021   7,754 
NET CASH (USED IN) OPERATING ACTIVITIES  (330,466)  (170,358)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
 Cash used to acquire fixed assets     (1,782)
NET CASH (USED IN) INVESTING ACTIVITIES     (1,782)
         
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   122,000 
NET CASH PROVIDED BY FINANCING ACTIVITIES  269,500   122,000 
         
NET CHANGE IN CASH AND CASH EQUIVALENTS  (60,966)  (50,140)
         
Cash and cash equivalents at beginning of period  81,442   100,459 
         
Cash and cash equivalents at end of period $20,476  $50,319 
         
Cash paid during the period for:        
 Interest $  $ 
 Taxes $  $ 
         
Noncash investing and financing transactions:        
Conversion of convertible notes payable and accrued interest into common stock $215,180  $191,860 
Beneficial conversion discount on convertible notes payable $160,000  $127,000 
Common shares issued to settle liabilities with former officer $130,000  $ 
Settlement of liabilities with related party $38,130  $ 
Return of Series A preferred shares and settlement of related party compensation $  $4,703,339 

 

The accompanying footnotes are an integral part of these unaudited consolidated financial statements.

 

- 7 -


 

GLOBESTAR THERAPEUTICS CORPORATION

(formerly known as: ANGIOSOMA INC.)

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2021

(Unaudited)

 

Note 1. General Organization and Business

 

GlobeStar Therapeutics Corporation (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, 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 because it is no longer a Nevada corporation.

 

The Company changed its name to GlobeStar Therapeutics Corporation on April 27, 2021 from Angiosoma Inc. to better reflect our expanded platform of products that include breakthrough addition of treatment for Multiple Sclerosis and other neurodegenerative diseases. The potential pharmaceutical products related to treatment for multiple sclerosis are licensed to the Company through the worldwide licensing agreement described in Note 7.

 

On April 27, 2021, the Board of Directors elected Brooke Greenwald as Chief Marketing Officer and a director of the Company. On April 27, 2021, the Board of Directors of the Company elected Steven F. Penderghast as a director of the Company. On April 28, 2021, the Board of Directors elected William Farley as a director of the Company. On May 6, 2021, the Board of Directors of the Company elected David Croom as Executive Vice President of the Company.

 

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 nine months ended June 30, 2021, the Company had a net loss of $5,755,065 and cash flow used in operating activities of $345,466. As of June 30, 2021, the Company had negative working capital of $628,755. 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 nine months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2021.

 

- 8 -


 

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.

 

Note 3. Convertible Notes Payable

 

Convertible notes payable consisted of the following at June 30, 2021 and September 30, 2020:

         
  

June 30,

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.  0   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.  0   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.  0   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.  0   33,000 

 

- 9 -


 

         
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.  0   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. In April 2021, principal of $33,000 and accrued interest of $1,980 was converted into 1,193,857 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.  0   0 
         
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   0 
         
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   0 
         
Total current convertible notes payable  92,000   190,000 
         
 Less: discount on convertible notes payable  (3,287)  (34,923)
 Total convertible notes payable, net of discount $88,713  $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 months ended June 30, 2021, the Company recognized $7,000 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 and nine months ended June 30, 2021, the Company recognized interest expense on convertible notes of $2,225 and $10,931 and amortization of discount on convertible notes payable of $32,452 and $201,636, respectively. During the three and nine months ended June 30, 2020, the Company recognized interest expense on convertible notes of $7,754 and $17,561, and amortization of discount of $39,887 and $185,395, respectively.

 

As of June 30, 2021 and September 30, 2020, accrued interest was $226,123 and $227,372, respectively.

 

Advances

 

As of June 30, 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.

 

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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 $130,000 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 $317,200 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.

 

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 had 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. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.

 

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During the three months ended June 30, 2021, the Company issued 1,193,857 shares of common stock upon the conversion of principal of $30,000 and accrued interest of $1,980. 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 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.

 

During the three months ended June 30, 2020, the Company issued 78,841,942 shares of common stock upon the conversion of principal of $35,000 and accrued interest of $2,100. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.

 

Common Stock Options

 

During the three months ended June 30, 2021, the Board of Directors approved grants of 70,000,000 options to officers and medical advisory board members. The stock options have an exercise price of $0.003 per share and are exercisable through the latter of two years from the effective date or two years after certain liquidity events. The total fair value of these option grants at issuance was $4,209,179. All options vested immediately. The Company estimated the fair value of the stock options using a black-scholes option pricing mode and the following assumptions: 1) expected term of 1 to 2 years; 2) volatility of 253.3% and 262.8%; 3) dividend yield of 0%; and 4) risk-free rate of between 0.35% and 0.36%.

 

The following table summarizes the stock option activity for the nine months ended June 30, 2021:

 

Schedule of Stock Option Activity      
  Options  

Weighted-

Average

Exercise Price

Per Share

 
Outstanding, December 31, 2020    $0 
Granted  70,000,000  $0.003 
Exercised  0  $0 
Forfeited  0  $0 
Expired  0  $0 
Outstanding, June 30, 2021  70,000,000  $0.003 

 

As of June 30, 2021, the aggregate intrinsic value of options vested and outstanding were $1,925,000. As of June 30, 2021, all outstanding options had an expected remaining life of 1.86 years.

 

Beneficial conversion feature

 

During the nine months ended June 30, 2021, the Company charged to additional paid-in capital the aggregate amount of $160,000 on connection with the beneficial conversion feature of notes payable.

 

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.

 

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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 were issued in July 2021.
   
 29,130,167 Common shares immediately following the first round of funding under a private offer of equity or debt securities; These shares were issued in July 2021.
   
 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.

 

Note 8. Subsequent Events

 

Subsequent to June 30, 2021, the Company issued a total of 2,802,760 shares of common stock related to the conversion of $72,000 in principal and $4,320 of outstanding convertible debt.

 

In July 2021, the Company issued 8,600,000 shares of common stock to its former CEO pursuant to the severance agreement.

 

In July 2021, the Company issued 58,260,334 shares of common stock pursuant to the first two milestones under the license agreement with 7 to Stand, Inc. 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

GlobeStar Therapeutics Corporation (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, 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 because it is no longer a Nevada corporation.

 

We changed our name to GlobeStar Therapeutics Corporation on April 27, 2021 to better reflect our expanded platform of products that include breakthrough addition of treatment for Multiple Sclerosis and other neurodegenerative diseases.

 

GlobeStar Therapeutics Corporation, based in Richland Washington, is a clinical stage Pharmaceutical Company introducing a patented formulation of previously approved drugs for the treatment of Multiple Sclerosis. GlobeStar Therapeutics owns the exclusive global license from the inventors, who are based in Italy. GlobeStar Therapeutics is initiating discussions with the FDA on clinical trial design in preparation for FDA submission and approval pathway.

 

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, SomaCeuticalsTM

 

Professional Team

 

We have adopted a Medical Advisory Board and appointed medical doctors and medical professionals that have extensive education and hands on experience with pharmaceutical and nutraceutical solution for prevention and treatment of disease.

 

Management’s Plan to Attract Capital

 

In the near term, management will utilize debt financing to complete assembling the professional and management team to commence the process for clinical trials in compliance with FDA protocol. 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 continue to 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 midterm, management will enhance its capital position with a public offering of equity securities to finance clinical trials and the necessary actions to obtain approval of worldwide marketing of our MS treatment

 

In the long term, marketing the Company’s pharmaceutical and nutraceutical products will provide the necessary cash flow to support 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 capital to support near term and midterm business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to support its operations.

 

Corporate Governance

 

We have adopted codes and committees for governance of the corporation that include: (i) audit committee charter, (ii) written acknowledgement of code of ethics for directors and senior officers, (iii) compensation committee charter, (iv) confidential information policy, iv) corporate governance guidelines, (vi) executive committee charter, and (vii) nominating committee charter.

 

Critical Accounting Policies

 

We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. We regularly review our accounting policies, and how they are applied and disclosed in our condensed consolidated financial statements.

 

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While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

Results of Operations

 

Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020

 

Revenue. We had no revenue for the three months ended June 30, 2021 and 2020.

 

Cost of goods sold. We had no cost of goods sold for the three months ended June 30, 2021 and 2020

 

General and administrative expense. We recognized general and administrative expense of $4,478,111 for the three months ended June 30, 2021 compared to $48,563 for the comparable period of 2020. The increase in general and administrative expense was related primarily to stock-based compensation related to options issued to officers, directors and advisory board members of $4,209,179 and increased officer compensation of related to new officers.

 

Loss on settlement of liabilities. We recognized $5,438 and $0 loss on the settlement of liabilities during the three months ended June 30, 2021 and 2020. The loss was related to the severance agreement with Alex Blankenship, our former CEO.

 

Interest expense. We recognized interest expense of $34,949 for the three months ended June 30, 2021 compared to $39,422 for the comparable period of 2020, including amortization of the discount on convertible notes payable of $32,452 and $37,247 during the three months ended June 30, 2021 and 2020, respectively.

 

Net loss. For the reasons above, we recognized a net loss of $4,518,498 for the three months ended June 30, 2021 compared to $87,895 for the three months ended June 30, 2020.

 

Nine Months Ended June 30, 2021 Compared to the Nine Months Ended June 30, 2020

 

Revenue. We had revenue of $0 for the nine months ended June 30, 2021 compared to $77 for the nine months ended June 30, 2020.

 

Cost of goods sold. We had cost of goods sold of $2,412 for the nine months ended June 30, 2021 compared to $14 for the nine months ended June 30, 2020 related to the write down of inventory kept by the Company’s former CEO as part of the severance agreement.

 

General and administrative expense. We recognized general and administrative expense of $5,006,455 for the nine months ended June 30, 2021 compared to $174,248 for the comparable period of 2020. The increase in general and administrative expense was related primarily to stock-based compensation of $4,209,179 related to stock options for officers and medical advisory board members and $325,000 related to the Series E Preferred stock issued to the new CEO, and increased officer compensation of $115, related to new officers and increased legal fees of $54,655.

 

Loss on settlement of liabilities. We recognized $317,200 and $0 loss on the settlement of liabilities during the nine months ended June 30, 2021 and 2020. The loss was related to the severance agreement with Alex Blankenship, our former CEO, resulting in a $317,200 loss.

 

Interest expense. We recognized interest expense of $212,657 for the nine months ended June 30, 2021 compared to $193,149 for the comparable period of 2020. The increase was due primarily to the amortization of the discount on convertible notes payable during the current period in the amount of $201,636 compared to $185,395 during the comparable period of the prior year.

 

Net loss. For the reasons above, we recognized a net loss of $5,538,724 for the nine months ended June 30, 2021 compared to $367,334 for the nine months ended June 30, 2020.

 

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Liquidity and Capital Resources

 

At June 30, 2021, we had cash on hand of $20,746. The Company has negative working capital of $628,755. Net cash used in operating activities for the nine months ended June 30, 2021 was $330,466. Cash on hand is adequate to fund our operations for less than twelve months. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We have no material commitments for capital expenditures as of June 30, 2021.

 

During the nine months ended June 30, 2021, the Company used cash in operating activities in the amount of $330,466. This consisted of the net loss of $5,538,724, partially offset by the following non-cash operating expenses: stock-based compensation of $4,534,179, amortization of discount of $201,636, and the loss on settlement of liabilities of $317,200. The Company had cash flows from financing activities of $269,500 from the proceeds of sale of common stock units resulting in cash proceeds of $499,500, the repurchase of Series E preferred stock for $325,000, and proceeds from convertible notes payable of $95,000.

 

Additional Financing

 

Additional financing is required to continue operations. Although actively searching for available capital, the Company does not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.

 

Off Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to a smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Management’s Report on Internal Control over Financial Reporting

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2021. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2021, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

1.As of June 30, 2021, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
  
2.As of June 30, 2021, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

 

Our management, including our principal executive officer and principal financial officer, who is the same person, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

 

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Change in Internal Controls Over Financial Reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

As of September 30, 2019, the Company was involved in litigation: Cause No. 2018-48120; Somaceuticals, Inc. and AngioSoma, Inc. v. David Summers in the 151st District Court of Harris County, Texas. Dr. Summers provided scientific expertise to AngioSoma for several years, and there was a dispute regarding the ownership of several patents and other intellectual property. AngioSoma obtained a favorable settlement of the lawsuit on October 16, 2019, which resulted in the settlement of all claims of both parties along with (i) the assignment by the Company of certain technology and intellectual property to Dr. Summers, (ii) the assignment by Dr. Summers of any interest he owns in certain technology and intellectual property to the Company; and (iii) the assignment by Summers of 5,800,000 shares of Series A preferred stock of the Company to the Company.

 

We know of no other material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

 

ITEM 1A. RISK FACTORS

 

Not applicable to a smaller reporting company.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Set forth below is information regarding the securities sold during the quarter ended June 30, 2021 that were not registered under the Securities Act:

 

Date of Sale Title of Security Number Sold Consideration Received
and Description of
Underwriting or Other
Discounts to Market
Price or Convertible
Security, Afforded to
Purchasers
 Exemption from
Registration
Claimed
 If Option, Warrant
or Convertible
Security, terms of
exercise or
conversion
            
April 8, 2021 Common Stock  1,193,857 Conversion of Note Payable Section 3(a)(9) of the Securities Act Convertible at $0.0037 per share

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

The Company has not defaulted upon senior securities.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

This item is not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

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ITEM 6. EXHIBITS

 

3.1Articles of Incorporation (1)
3.2Bylaws (2)
14.1Code of Ethics (3)
31.1Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and account officer (4)
32.1Section 1350 Certification of principal executive officer and principal financial accounting officer (4)
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (5)
101.SCHInline XBRL Taxonomy Extension Schema Document (5)
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document (5)
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document (5)
101.LABInline XBRL Taxonomy Extension Label Linkbase Document (5)
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (5)

__________

(1)Incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2015.
(2)Incorporated by reference to our Form 10-K/A Amendment No. 1 for the year ended September 30, 2015 filed on January 22, 2016.
(3)Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on November 3, 2010.
(4)Filed or furnished herewith.
(5)In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 

 GlobeStar Therapeutics Corporation
  
Date: August 23, 2021By: /s/ James C. Katzaroff
 James C. Katzaroff
 Chief Executive Officer, President, Secretary, Treasurer, Principal Executive Officer, Principal Finance and Accounting Officer and Director

 

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