Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2023 | May 25, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 333-170315 | |
Entity Registrant Name | GlobeStar Therapeutics Corporation | |
Entity Central Index Key | 0001502152 | |
Entity Tax Identification Number | 27-3480481 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 719 Jadwin Avenue | |
Entity Address, City or Town | Richland | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 99352 | |
City Area Code | 206 | |
Local Phone Number | 451-1970 | |
Title of 12(b) Security | Common | |
Trading Symbol | GSTC | |
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 | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 787,688,270 |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 176 | $ 6,365 |
Prepaid expenses | 3,550 | |
Total current assets | 176 | 9,915 |
TOTAL ASSETS | 176 | 9,915 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 450,135 | 380,735 |
Accounts payable to related party | 467,981 | 379,126 |
Related party advances | 13,100 | 12,400 |
Advances payable | 59,650 | 59,650 |
Current portion of convertible notes payable | 20,000 | |
Series G Preferred Stock Liability, net of discount of $13,097 and $12,581, respectively | 76,003 | 126,294 |
Accrued interest payable | 223,977 | 226,270 |
Total current liabilities | 1,290,846 | 1,204,475 |
TOTAL LIABILITIES | 1,290,846 | 1,204,475 |
STOCKHOLDERS’ DEFICIT | ||
Common stock, $0.001 par value, unlimited shares authorized; 780,427,183 and 722,326,669 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively | 780,425 | 722,325 |
Additional paid-in capital | 16,723,188 | 16,581,252 |
Stock payable, consisting of 10,530,304 and 1,515,152 shares to be issued at March 31, 2023 and September 30, 2022, respectively | 25,000 | 5,000 |
Accumulated deficit | (18,820,922) | (18,504,776) |
TOTAL STOCKHOLDERS’ DEFICIT | (1,290,670) | (1,194,560) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 176 | 9,915 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 0 | 0 |
TOTAL STOCKHOLDERS’ DEFICIT | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 510 | 510 |
TOTAL STOCKHOLDERS’ DEFICIT | 510 | 510 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 1,000 | 1,000 |
TOTAL STOCKHOLDERS’ DEFICIT | 1,000 | 1,000 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 129 | 129 |
TOTAL STOCKHOLDERS’ DEFICIT | $ 129 | $ 129 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Sep. 30, 2022 | |
Preferred stock liability, net of discount | $ 76,003 | $ 126,294 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 780,427,183 | 722,326,669 |
Common stock, shares outstanding | 780,427,183 | 722,326,669 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Stock payable, shares | 10,530,304 | 1,515,152 |
Series G Preferred Stock [Member] | ||
Preferred stock liability, net of discount | $ 13,097 | $ 12,581 |
Preferred stock, shares issued | 89,100 | 138,875 |
Preferred stock, shares outstanding | 89,100 | 138,875 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 509,988 | 509,988 |
Preferred stock, shares outstanding | 509,988 | 509,988 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares 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, shares issued | 128,991 | 128,991 |
Preferred stock, shares outstanding | 128,991 | 128,991 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
REVENUE | ||||
Cost of goods sold | ||||
Gross margin | ||||
OPERATING EXPENSES | ||||
General and administrative expenses | 142,059 | 662,310 | 297,300 | 828,604 |
Total operating expenses | 142,059 | 662,310 | 297,300 | 828,604 |
LOSS FROM OPERATIONS | (142,059) | (662,310) | (297,300) | (828,604) |
OTHER INCOME (EXPENSE) | ||||
Loss on settlement of liabilities | (146,460) | |||
Interest expense | (8,178) | (26,248) | (18,846) | (46,335) |
Total other income (expense) | (8,178) | (26,248) | (18,846) | (192,795) |
Net loss | $ (150,237) | $ (688,558) | $ (316,146) | $ (1,021,399) |
Net loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 773,432,215 | 600,796,122 | 764,419,403 | 586,965,040 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT(UNAUDITED) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Series A Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Total |
Beginning balance, value at Sep. 30, 2021 | $ 561,494 | $ 15,228,254 | $ 499,500 | $ (17,016,966) | $ 510 | $ 1,000 | $ 387 | $ (725,821) | |
Balance, beginning (in shares) at Sep. 30, 2021 | 561,495,726 | 0 | 509,988 | 1,000,000 | 386,975 | ||||
Conversion of Series F Preferred Stock to common | $ 12,899 | (12,770) | $ (129) | ||||||
Conversion Of Series F Preferred Stock To Common Shares | 12,899,100 | (128,991) | |||||||
Common stock issued for stock payable | $ 19,980 | 479,520 | (499,500) | ||||||
StockIssued During Period Value New Issues Shares | 19,980,000 | ||||||||
Common stock issued for settlement of liability | $ 6,000 | 155,460 | 161,460 | ||||||
Common stock issued for settlement of liability Shares | 6,000,000 | ||||||||
Net loss | (332,841) | (332,841) | |||||||
Ending balance, value at Dec. 31, 2021 | $ 600,373 | 15,850,464 | (17,349,807) | $ 510 | $ 1,000 | $ 258 | (897,202) | ||
Balance, ending (in shares) at Dec. 31, 2021 | 600,374,826 | 0 | 509,988 | 1,000,000 | 257,984 | ||||
Beginning balance, value at Sep. 30, 2021 | $ 561,494 | 15,228,254 | 499,500 | (17,016,966) | $ 510 | $ 1,000 | $ 387 | (725,821) | |
Balance, beginning (in shares) at Sep. 30, 2021 | 561,495,726 | 0 | 509,988 | 1,000,000 | 386,975 | ||||
Net loss | (1,021,399) | ||||||||
Common stock issued for conversion of debt | |||||||||
Ending balance, value at Mar. 31, 2022 | $ 605,790 | 16,347,408 | (18,038,365) | $ 510 | $ 1,000 | $ 258 | (1,083,399) | ||
Balance, ending (in shares) at Mar. 31, 2022 | 605,791,493 | 0 | 509,988 | 1,000,000 | 257,984 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 600,373 | 15,850,464 | (17,349,807) | $ 510 | $ 1,000 | $ 258 | (897,202) | ||
Balance, beginning (in shares) at Dec. 31, 2021 | 600,374,826 | 0 | 509,988 | 1,000,000 | 257,984 | ||||
Net loss | (688,558) | (688,558) | |||||||
Conversion of Series G Preferred Stock to common stock | $ 5,417 | 20,583 | 26,000 | ||||||
Conversion of Series G Preferred Stock to common stock Shares | 5,416,667 | ||||||||
Stock-based compensation | 322,266 | 322,266 | |||||||
Stock-based compensation, related parties | 154,095 | 154,095 | |||||||
Ending balance, value at Mar. 31, 2022 | $ 605,790 | 16,347,408 | (18,038,365) | $ 510 | $ 1,000 | $ 258 | (1,083,399) | ||
Balance, ending (in shares) at Mar. 31, 2022 | 605,791,493 | 0 | 509,988 | 1,000,000 | 257,984 | ||||
Beginning balance, value at Sep. 30, 2022 | $ 722,325 | 16,581,252 | 5,000 | (18,504,776) | $ 510 | $ 1,000 | $ 129 | (1,194,560) | |
Balance, beginning (in shares) at Sep. 30, 2022 | 722,326,669 | 0 | 509,988 | 1,000,000 | 128,991 | ||||
Net loss | (165,909) | (165,909) | |||||||
Conversion of Series G Preferred Stock to common stock | $ 48,034 | 52,066 | 100,100 | ||||||
Conversion of Series G Preferred Stock to common stock Shares | 48,033,947 | ||||||||
Stock-based compensation, related parties | 17,803 | 17,803 | |||||||
Common stock subscribed for cash proceeds | 5,000 | 5,000 | |||||||
Ending balance, value at Dec. 31, 2022 | $ 770,359 | 16,651,121 | 10,000 | (18,670,685) | $ 510 | $ 1,000 | $ 129 | (1,237,566) | |
Balance, ending (in shares) at Dec. 31, 2022 | 770,360,616 | 0 | 509,988 | 1,000,000 | 128,991 | ||||
Beginning balance, value at Sep. 30, 2022 | $ 722,325 | 16,581,252 | 5,000 | (18,504,776) | $ 510 | $ 1,000 | $ 129 | (1,194,560) | |
Balance, beginning (in shares) at Sep. 30, 2022 | 722,326,669 | 0 | 509,988 | 1,000,000 | 128,991 | ||||
Net loss | (316,146) | ||||||||
Common stock issued for conversion of debt | 20,000 | ||||||||
Ending balance, value at Mar. 31, 2023 | $ 780,425 | 16,723,188 | 25,000 | (18,820,922) | $ 510 | $ 1,000 | $ 129 | (1,290,670) | |
Balance, ending (in shares) at Mar. 31, 2023 | 780,427,183 | 0 | 509,988 | 1,000,000 | 128,991 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 770,359 | 16,651,121 | 10,000 | (18,670,685) | $ 510 | $ 1,000 | $ 129 | (1,237,566) | |
Balance, beginning (in shares) at Dec. 31, 2022 | 770,360,616 | 0 | 509,988 | 1,000,000 | 128,991 | ||||
Net loss | (150,237) | (150,237) | |||||||
Conversion of Series G Preferred Stock to common stock | $ 8,066 | 36,264 | 44,330 | ||||||
Conversion of Series G Preferred Stock to common stock Shares | 8,066,567 | ||||||||
Stock-based compensation, related parties | 17,803 | 17,803 | |||||||
Common stock subscribed for cash proceeds | 15,000 | 15,000 | |||||||
Common stock issued for conversion of debt | $ 2,000 | 18,000 | 20,000 | ||||||
Common stock issued for the conversion of debt | 2,000,000 | ||||||||
Ending balance, value at Mar. 31, 2023 | $ 780,425 | $ 16,723,188 | $ 25,000 | $ (18,820,922) | $ 510 | $ 1,000 | $ 129 | $ (1,290,670) | |
Balance, ending (in shares) at Mar. 31, 2023 | 780,427,183 | 0 | 509,988 | 1,000,000 | 128,991 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (316,146) | $ (1,021,399) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock compensation | 322,266 | |
Stock compensation, related parties | 35,606 | 154,095 |
Amortization of discount on convertible note payable | 15,584 | 35,417 |
Loss on settlement of liabilities | 146,460 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | 3,550 | |
Accounts payable and accrued liabilities | 76,400 | 17,981 |
Accounts payable and accrued liabilities to related party | 88,855 | 93,878 |
Accrued interest payable | 3,262 | 10,918 |
NET CASH USED IN OPERATING ACTIVITIES | (92,889) | (240,384) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of Series G Preferred Stock | 73,000 | 235,000 |
Proceeds from related party advances | 700 | |
Proceeds from common stock subscribed | 13,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 86,700 | 235,000 |
NET CHANGE IN CASH | (6,189) | (5,384) |
Cash at beginning of period | 6,365 | 5,960 |
Cash at end of period | 176 | 576 |
Cash paid during the period for: | ||
Interest | ||
Taxes | ||
Noncash investing and financing transactions: | ||
Conversion of Series F preferred stock | 12,889 | |
Conversion of Series G preferred stock and accrued interest | 144,430 | 25,000 |
Common stock issued for stock payable | 499,500 | |
Common stock issued for the conversion of debt | 20,000 | |
Common stock issued for settlement of liabilities | 15,000 | |
Expenses paid on the Company's behalf for subscription agreement | $ 7,000 |
General Organization and Busine
General Organization and Business | 6 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | 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 is developing an expanded platform of products that include 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 6. |
Going Concern and Summary of Si
Going Concern and Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2023 | |
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, 2023, the Company had a net loss of $ 316,146 92,889 1,290,670 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, 2022 which are included on our Form 10-K filed on January 9, 2023. 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, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2023. 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, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 3. Convertible Notes Payable Convertible notes payable consisted of the following at March 31, 2023 and September 30, 2022: March 31, September 30, Convertible note dated April 13, 2017 20,000 3 0.01 $ — $ 20,000 Total current convertible notes payable, net of discount $ — $ 20,000 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. As of March 31, 2023 and September 30, 2022, accrued interest on convertible notes payable was $ 222,287 Conversions to Common Stock During the six months ended March 31, 2023, the holders of the convertible notes payable elected to convert principal of $ 20,000 2,000,000 no Advances As of March 31, 2023 and September 30, 2022, the Company had non-interest bearing advances payable to third parties of $ 59,650 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions As of March 31, 2023 and September 30, 2022, the Company owed $ 467,981 379,126 700 13,100 In February 2022, the Company entered into an amended and restatement employment agreement with Jim Katzaroff, the CEO. Mr. Katzaroff is entitled to an annual salary of $ 180,000 three years The Company awarded Mr. Katzaroff a total of 35,000,000 0.009 five years The options vest 50% immediately, and the remainder on monthly basis over two years. Mr. Katzaroff is also entitled to additional options in the event of the Company issuing equity or equity equivalents in the future, with him receiving an equal amount of options as those instruments that are issued. The exercise price of these additional options will be 110% of the price per equity equivalent. The total fair value of these option grants at issuance was $284,840. During the six months ended March 31, 2023 and 2022, the Company recognized $35,606 and $154,095 of stock-based compensation, related to outstanding stock options under this agreement, respectively. At March 31, 2023, the Company had $62,308 of unrecognized expense related to options. Additionally, Mr. Katzaroff will earn a fee related to any strategic transaction, as defined in the agreement, including but not limited to acquisitions, divestitures, partnerships or joint ventures, of at least 2% for any transactions not introduced by Mr. Katzaroff, or 4% for any introduced by Mr. Katzaroff of up to $20,000,000, and an additional 0.75% - 3.5% for amounts above that threshold. As of March 31, 2023, no amounts have been earned or paid. Mr. Katzaroff will also receive an activity fee of 3% of gross revenues related to activities including securing a variety of vendor, sales or advertising relationships, or any new revenue generating activity. If such activity is a cost saving initiative instead of revenue generating, Mr. Katzaroff will receive 10% of the cost savings. As of March 31, 2023, no amounts have been earned or paid. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 5. Stockholders’ Deficit Preferred Stock Series A Preferred Stock 6,000,000 2.00 5,000,000 6,000,000 8 no Series B Preferred Stock 1,000,000 1.00 8 no Series C Preferred Stock 1,200,000 0.50 0.50 no Series D Preferred Stock 539,988 1.00 The Series D Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of $0.01 per share of common stock. 509,988 Series E Preferred Stock 1,000,000 The Series E Preferred stock retained 2/3 of the voting rights in the Company At March 31, 2023 and September 30, 2022, there were 1,000,000 Series F Preferred Stock 501,975 1.00 The Series F Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of $0.01 per share of common stock 386,975 257,984 25,798,400 128,991 Common stock issued for stock payable In September 2022, the Company received $ 5,000 1,515,152 0.01 5,000 1,515,152 0.01 The warrants had a fair value of $4,067 based on a Black-Scholes pricing model using the following assumptions: 1) volatility of 176.37%; 2) risk free rate of 4.74%; 3) dividend yield of 0% and 4) expected term of 1 year. 8,000 7,000 7,500,000 Common Stock Warrants The following table summarizes the stock warrant activity for the six months ended March 31, 2023: Warrants Weighted- Outstanding, September 30, 2022 71,385,152 $ 0.02 Granted 1,515,152 0.01 Exercised — — Forfeited — — Expired — — Outstanding, March 31, 2023 72,900,304 $ 0.02 As of March 31, 2023, the outstanding warrants had an expected remaining life of 2.45 no Common Stock Options The Company recognized $ 35,606 62,308 The following table summarizes the stock option activity for the six months ended March 31, 2023: Options Weighted- Outstanding, September 30, 2022 105,000,000 $ 0.02 Granted — $ — Exercised — $ — Forfeited — $ — Expired — $ — Outstanding, March 31, 2023 105,000,000 $ 0.02 As of March 31, 2023, all outstanding options had an expected remaining life of 1.36 no |
Series G Preferred Stock
Series G Preferred Stock | 6 Months Ended |
Mar. 31, 2023 | |
Series G Preferred Stock | |
Series G Preferred Stock | Note 6. Series G Preferred Stock On August 11, 2021, our board of directors designated up to 1,000,000 1.00 The Series G Preferred Stock carries a dividend of 8% of the stated value per share, which is cumulative and payable upon redemption, liquidation or conversion, and increases to 22% in case of default. Based on the economic characteristics of the Series G Preferred Stock, the Company determined that the Series G should be accounted for as a liability under ASC 480-10, based on the discounted conversion price providing an effectively fixed monetary amount that the preferred stock is convertible into. During the six months ended March 31, 2023, the Company sold an aggregate of 89,100 73,000 16,100 89,100 15,584 3,262 1,690 3,983 138,875 5,555 56,100,514 As of March 31, 2023 and September 30, 2022, 89,100 138,875 76,003 126,294 13,097 12,581 |
License Agreement
License Agreement | 6 Months Ended |
Mar. 31, 2023 | |
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 7.1 ● 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 issued 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. ● $40,000 of royalties to be paid to 7 to Stand annually, on a quarterly basis. 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. The Company paid no royalties and accrued $ 23,852 50,102 26,250 The Company is currently in default of this agreement. |
Commitments
Commitments | 6 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 8. Commitments In February 2022, the Company entered into a consulting agreement with Spivak Management, Inc. (the “Consultant”). Under the agreement, the Consultant will provide business strategy advice and introductions to the Company for a period of five years unless mutually terminated sooner. Concurrently, the Consultant entered into a stock purchase agreement with the Company to purchase 6,000,000 25,000 The Consultant will be paid a signing bonus of $25,000 upon receipt by the Company of the $25,000 cash under the stock purchase agreement described above. The Consultant will also receive the larger of $12,500 per month, or 50% of the CEO’s fixed cash compensation under the amended employment agreement described in Note 4. The Consultant may elect to receive this payment in stock. The Consultant may also receive a bonus in each calendar year of the agreement equal to the larger of any bonus awarded by the Board of Directors to the Consultant or 50% of the largest bonus payable by the Company to anyone other than the Consultant. If the agreement is terminated with one year of a change of control of the Company, the Consultant will be entitled to receive a payment equal to 2.99 times the larger of the total compensation paid to the Consultant over the prior 12 month period or the average compensation paid or payable to the Consultant over the prior three years. As of March 31, 2023 and September 30, 2022, the Company owed the consultant $ 162,500 100,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events On April 25, 2023, the Company issued 7,261,087 50,102 On May 10, 2023, the Company entered into a Securities Purchase Agreement (the “May 2023 Securities Purchase Agreement”) with 1800 Diagonal Lending LLC (“1800 Diagonal”). Pursuant to the terms of the May 2023 Securities Purchase Agreement, the Company agreed to issue a convertible promissory note (the “May 2023 Note”) to 1800 Diagonal in the aggregate principal amount of $ 21,300 12 1,050 May 10, 2024. |
Going Concern and Summary of _2
Going Concern and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2023 | |
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, 2022 which are included on our Form 10-K filed on January 9, 2023. 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, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2023. |
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, 2023 | |
Debt Disclosure [Abstract] | |
Convertible notes payable consisted of the following at March 31, 2023 and September 30, 2022: | Convertible notes payable consisted of the following at March 31, 2023 and September 30, 2022: March 31, September 30, Convertible note dated April 13, 2017 20,000 3 0.01 $ — $ 20,000 Total current convertible notes payable, net of discount $ — $ 20,000 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
The following table summarizes the stock warrant activity for the six months ended March 31, 2023: | The following table summarizes the stock warrant activity for the six months ended March 31, 2023: Warrants Weighted- Outstanding, September 30, 2022 71,385,152 $ 0.02 Granted 1,515,152 0.01 Exercised — — Forfeited — — Expired — — Outstanding, March 31, 2023 72,900,304 $ 0.02 |
The following table summarizes the stock option activity for the six months ended March 31, 2023: | The following table summarizes the stock option activity for the six months ended March 31, 2023: Options Weighted- Outstanding, September 30, 2022 105,000,000 $ 0.02 Granted — $ — Exercised — $ — Forfeited — $ — Expired — $ — Outstanding, March 31, 2023 105,000,000 $ 0.02 |
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, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||||||
Net loss | $ 150,237 | $ 165,909 | $ 688,558 | $ 332,841 | $ 316,146 | $ 1,021,399 |
Net cash provided by operating activities | 92,889 | $ 240,384 | ||||
Working capital | $ 1,290,670 |
Convertible notes payable consi
Convertible notes payable consisted of the following at March 31, 2023 and September 30, 2022: (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | ||
Total current convertible notes payable, net of discount | $ 20,000 | |
Convertible Note Date April 132017 [Member] | ||
Short-Term Debt [Line Items] | ||
Dated | Apr. 13, 2017 | |
Amount | $ 20,000 | |
Interest | 3% | |
Conversion price | $ 0.01 | |
Total current convertible notes payable, net of discount | $ 20,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | ||
Feb. 28, 2022 | Mar. 31, 2023 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | |||
Accrued interest on convertible notes payable | $ 222,287 | $ 222,287 | |
Convertible Notes Payable, Current | 20,000 | ||
Convertible shares | 6,000,000 | ||
Gain on conversion of debt | $ 0 | ||
Convertible Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Beneficial conversion discount on convertible note payable | 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. | ||
Convertible Notes Payable, Current | $ 20,000 | ||
Convertible shares | 2,000,000 | ||
Advance [Member] | |||
Short-Term Debt [Line Items] | |||
Non interest bearing advance | $ 59,650 | $ 59,650 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 28, 2022 | Mar. 31, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | |||
Accounts payable related party | $ 467,981 | $ 379,126 | |
Related party advances | $ 13,100 | $ 12,400 | |
Common stock, shares outstanding | 780,427,183 | 722,326,669 | |
Mr Katzaroff [Member] | |||
Related Party Transaction [Line Items] | |||
Description of additional options | Additionally, Mr. Katzaroff will earn a fee related to any strategic transaction, as defined in the agreement, including but not limited to acquisitions, divestitures, partnerships or joint ventures, of at least 2% for any transactions not introduced by Mr. Katzaroff, or 4% for any introduced by Mr. Katzaroff of up to $20,000,000, and an additional 0.75% - 3.5% for amounts above that threshold. As of March 31, 2023, no amounts have been earned or paid. | ||
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Advances | $ 700 | ||
Payable to consultant term | 3 years | ||
Common stock, shares outstanding | 35,000,000 | ||
Exercise price, per shares | $ 0.009 | ||
Excercise term | 5 years | ||
Description of options | The options vest 50% immediately, and the remainder on monthly basis over two years. Mr. Katzaroff is also entitled to additional options in the event of the Company issuing equity or equity equivalents in the future, with him receiving an equal amount of options as those instruments that are issued. The exercise price of these additional options will be 110% of the price per equity equivalent. The total fair value of these option grants at issuance was $284,840. During the six months ended March 31, 2023 and 2022, the Company recognized $35,606 and $154,095 of stock-based compensation, related to outstanding stock options under this agreement, respectively. At March 31, 2023, the Company had $62,308 of unrecognized expense related to options. | ||
Board of Directors Chairman [Member] | Mr Katzaroff [Member] | |||
Related Party Transaction [Line Items] | |||
Annual fees | $ 180,000 |
The following table summarizes
The following table summarizes the stock warrant activity for the six months ended March 31, 2023: (Details) | 6 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Equity [Abstract] | |
Warrants outstanding, begnning | shares | 71,385,152 |
Warrants outstanding, begnning | $ / shares | $ 0.02 |
Granted | shares | 1,515,152 |
Granted | $ / shares | $ 0.01 |
Warrants outstanding, ending | shares | 72,900,304 |
Warrants outstanding, ending | $ / shares | $ 0.02 |
The following table summarize_2
The following table summarizes the stock option activity for the six months ended March 31, 2023: (Details) | Mar. 31, 2023 $ / shares shares |
Equity [Abstract] | |
Option outstanding, beginning | shares | 105,000,000 |
Option outstanding, per shares, beginning | $ / shares | $ 0.02 |
Option outstanding, ending | shares | 105,000,000 |
Option outstanding, per shares, ending | $ / shares | $ 0.02 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 21, 2017 | Aug. 03, 2015 | Feb. 28, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 12, 2017 | |
Class of Stock [Line Items] | ||||||||
Preferred stock authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Common stock issued | 780,427,183 | 722,326,669 | 722,326,669 | |||||
Exercise price | $ 0.01 | $ 0.01 | ||||||
Expected remaining life | 1 year 4 months 9 days | |||||||
Aggregate intrinsic value | $ 0 | |||||||
Fair value of options vesting | 35,606 | |||||||
Unrecognized expenses | $ 62,308 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued | 1,515,152 | 1,515,152 | ||||||
Common Stock, Shares Subscribed but Unissued | 7,500,000 | 1,515,152 | ||||||
Expenses paid | $ 7,000 | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Description of warrants | The warrants had a fair value of $4,067 based on a Black-Scholes pricing model using the following assumptions: 1) volatility of 176.37%; 2) risk free rate of 4.74%; 3) dividend yield of 0% and 4) expected term of 1 year. | |||||||
Expected remaining life | 2 years 5 months 12 days | |||||||
Aggregate intrinsic value | $ 0 | |||||||
Cash [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Cash Received | $ 8,000 | $ 5,000 | $ 5,000 | $ 5,000 | ||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares designated | 6,000,000 | |||||||
Preferred stock liquidation preference | $ 2 | |||||||
Additional share to be issued | 5,000,000 | |||||||
Preferred stock dividends | 6,000,000 | |||||||
Preferred stock dividend rate | 8% | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares designated | 1,000,000 | |||||||
Preferred stock liquidation preference | $ 1 | |||||||
Preferred stock dividend rate | 8% | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock liquidation preference | $ 0.50 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Preferred stock, shares designated | 1,200,000 | |||||||
Preferred stock redemption price per share | $ 0.50 | |||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||
Series D Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock liquidation preference | $ 1 | |||||||
Preferred stock, shares outstanding | 509,988 | 509,988 | 509,988 | |||||
Preferred stock, shares designated | 539,988 | |||||||
Preferred stock, conversion basis | The Series D Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of $0.01 per share of common stock. | |||||||
Preferred stock, shares issued | 509,988 | 509,988 | 509,988 | |||||
Series E Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Description of voting rights | The Series E Preferred stock retained 2/3 of the voting rights in the Company | |||||||
Series E Preferred Stock [Member] | Director [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Series F Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock liquidation preference | $ 1 | |||||||
Preferred stock, shares outstanding | 128,991 | 128,991 | 128,991 | 386,975 | ||||
Preferred stock, shares designated | 501,975 | |||||||
Preferred stock, conversion basis | The Series F Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of $0.01 per share of common stock | |||||||
Preferred stock, shares issued | 128,991 | 128,991 | 128,991 | 386,975 | ||||
Convertible preferred stock shares | 257,984 | 257,984 | ||||||
Conversion of shares converted | 25,798,400 |
Series G Preferred Stock (Detai
Series G Preferred Stock (Details Narrative) - USD ($) | 6 Months Ended | ||
Aug. 11, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | |
Net cash proceeds | $ 89,100 | ||
Debt discount | 16,100 | ||
Amortization of debt discount | $ 15,584 | ||
Series G Preferred Stock [Member] | |||
Preferred stock, shares designated | 1,000,000 | ||
Preferred stock liquidation preference | $ 1 | ||
Preferred stock, conversion basis | The Series G Preferred Stock carries a dividend of 8% of the stated value per share, which is cumulative and payable upon redemption, liquidation or conversion, and increases to 22% in case of default. | ||
Number of share sold | 89,100 | ||
Net cash proceeds | $ 73,000 | ||
Interest recognized | 3,262 | ||
Accrued interest | $ 1,690 | $ 3,983 | |
Conversion of stock shares converted | 138,875 | ||
Preferred stock, shares issued | 89,100 | 138,875 | |
Preferred stock, shares outstanding | 89,100 | 138,875 | |
Liabilities related to stock | $ 76,003 | $ 126,294 | |
Unamortized discount | $ 13,097 | $ 12,581 | |
Series G Preferred Stock [Member] | Common Stock [Member] | |||
Conversion of stock shares converted | 56,100,514 | ||
Dividend value | $ 5,555 |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Feb. 28, 2022 | Aug. 23, 2021 | Aug. 23, 2020 | Mar. 31, 2023 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Rights to issued | 6,000,000 | ||||
Description of milestone | 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 issued 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. | ||||
Description of milestone one | 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. | ||||
Description of milestone two | 29,130,167 Common shares immediately following the commencement of clinical trials for Federal Drug Administration clearance of the product; and | ||||
Description of milestone three | 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. | ||||
Description of milestone four | $40,000 of royalties to be paid to 7 to Stand annually, on a quarterly basis. 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. | ||||
Paid for royalties | $ 23,852 | ||||
Royalties and late fess | $ 50,102 | $ 26,250 | |||
License Agreement [Member] | Patents [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Royalty of net sales | 7.10% | ||||
License Agreement [Member] | Patents [Member] | Fabrizio De Silvestri [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Rights to issued | 10,610,592 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 3 Months Ended | |||
Feb. 28, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Shares issue | 6,000,000 | |||
Value of share issue | $ 25,000 | |||
Description of commitment | The Consultant will be paid a signing bonus of $25,000 upon receipt by the Company of the $25,000 cash under the stock purchase agreement described above. The Consultant will also receive the larger of $12,500 per month, or 50% of the CEO’s fixed cash compensation under the amended employment agreement described in Note 4. The Consultant may elect to receive this payment in stock. | |||
Consultant fees | $ 162,500 | $ 100,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | |||||
May 10, 2023 | Apr. 25, 2023 | Feb. 28, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||||||
Common stock, shares, issued | 780,427,183 | 722,326,669 | ||||
Aggregate principal amount | $ 25,000 | |||||
Discount issued | $ 16,100 | |||||
License Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares, issued | 7,261,087 | |||||
Royalty Expense | $ 50,102 | |||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 21,300 | |||||
Interest rate | 12% | |||||
Discount issued | $ 1,050 | |||||
Maturity date | May 10, 2024 |