Document and Entity Information
Document and Entity Information | 6 Months Ended |
Mar. 31, 2021 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Bantec, Inc. |
Entity Central Index Key | 0001704795 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Current Assets | |||
Cash | $ 231,404 | $ 164,014 | $ 149,832 |
Accounts receivable | 207,542 | 349,389 | 791,728 |
Inventory | 112,506 | 44,599 | 118,558 |
Prepaid expenses and other current assets | 7,413 | 35,403 | 4,547 |
Total Current Assets | 558,865 | 593,405 | 1,064,665 |
Property and equipment, net | 3,919 | 8,835 | 19,923 |
Right of use lease asset | 112,077 | 138,776 | |
Total non-current assets | 115,996 | 147,611 | 19,923 |
Total Assets | 674,861 | 741,016 | 1,084,588 |
Current Liabilities: | |||
Accounts payable | 2,690,652 | 2,832,790 | 3,163,443 |
Accrued expenses and interest | 4,031,722 | 3,595,428 | 1,906,478 |
Convertible notes payable - net of discounts and premiums | 7,573,019 | 8,310,950 | 7,827,730 |
Note payable - seller | 891,000 | 900,000 | 900,000 |
Line of credit - bank | 38,048 | 41,609 | 44,556 |
Convertible note payable - related party affiliate | 34,000 | ||
Convertible note payable - related party officer | 30,000 | ||
Current portion notes and loans payable - net of discounts | 571,984 | 903,251 | 284,949 |
Notes payable related parties, including current portion of long-term notes | 202,645 | ||
Note payable - related party | 21,571 | ||
Settlements payable | 42,850 | 42,850 | 174,574 |
Lease liability - current portion | 52,181 | 52,180 | |
Derivative Liabilities | 144,937 | 128,628 | 128,628 |
Total Current Liabilities | 16,057,964 | 16,807,686 | 14,697,003 |
Long-term Liabilities: | |||
Convertible note payable, net of premiums - related party | 1,791,312 | 855,439 | |
Notes and loans payable - net of current portion | 304,790 | 427,500 | |
Lease liability, less current portion | 60,882 | 86,991 | |
Total Long-term Liabilities | 365,672 | 1,878,303 | 1,282,939 |
Total Liabilities | 16,423,636 | 18,685,989 | 15,979,942 |
Stockholders' Deficit: | |||
Preferred stock value | |||
Common stock value | 155,388 | 49,104 | 326 |
Additional paid-in capital | 15,360,046 | 13,080,692 | 11,850,771 |
Accumulated deficit | (31,264,209) | (31,074,769) | (26,746,451) |
Total Stockholders' Deficit | (15,748,775) | (17,944,973) | (14,895,354) |
Total Liabilities and Stockholders' Deficit | $ 674,861 | $ 741,016 | $ 1,084,588 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 25,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 1,553,882,154 | 491,032,439 | 3,255,346 |
Common stock, shares outstanding | 1,553,882,154 | 491,032,439 | 3,255,346 |
Series A Preferred Stock | |||
Preferred stock, par value | $ 0 | ||
Preferred stock, shares authorized | 250 | 250 | 250 |
Preferred stock, shares issued | 250 | 250 | 250 |
Preferred stock, shares outstanding | 250 | 250 | 250 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||||
Sales | $ 664,896 | $ 1,056,347 | $ 1,411,904 | $ 2,478,430 | $ 4,455,186 | $ 10,287,214 |
Cost of Goods Sold | 455,041 | 778,464 | 735,241 | 1,967,996 | 3,351,438 | 9,191,809 |
Gross Profit | 209,855 | 277,883 | 676,663 | 510,434 | 1,103,748 | 1,095,405 |
Operating Expenses: | ||||||
Selling, general, and administrative expenses | 698,573 | 736,870 | 1,486,879 | 1,448,324 | 2,830,140 | 3,019,292 |
Depreciation | 2,458 | 2,772 | 4,916 | 5,544 | ||
Amortization and depreciation | 11,088 | 276,276 | ||||
Intangibles impairment | 3,420,624 | |||||
Total Operating Expenses | 701,031 | 739,642 | 1,491,795 | 1,453,868 | 2,841,228 | 6,716,192 |
Loss from Operations | (491,176) | (461,759) | (815,132) | (943,434) | (1,737,480) | (5,620,787) |
Other Income (Expenses): | ||||||
Gain (loss) on change in fair market value of derivative | 22,840 | (25,160) | ||||
Other income | 11,113 | |||||
Gains on debt extinguishment | 572,465 | 1,365,988 | 146,375 | 992,592 | (57,623) | |
Interest and financing costs | (314,115) | (392,461) | (715,136) | (735,117) | 1,598,246 | 1,527,262 |
Derivative expenses | 24,733 | |||||
Total Other Income (Expenses) | 281,190 | (392,461) | 625,692 | (577,629) | 2,590,838 | 1,494,372 |
Net Loss before Provision for Income Tax | (209,986) | (854,220) | (189,440) | (1,521,063) | 4,328,318 | (7,115,159) |
Provision for Income Tax | ||||||
Net Loss | $ (209,986) | $ (854,220) | $ (189,440) | $ (1,521,063) | $ (4,328,318) | $ (7,115,159) |
Basic and Diluted Loss Per Share | $ 0 | $ (0.22) | $ 0 | $ (0.42) | $ (0.05) | $ (2.72) |
Weighted Average Number of Common Shares Outstanding: | ||||||
Basic and diluted | 1,400,878,070 | 3,940,276 | 1,044,359,997 | 3,662,376 | 93,011,260 | 2,615,437 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Series A Preferred Stock | Total |
Balance at Sep. 30, 2018 | $ 77 | $ 10,473,871 | $ (19,631,292) | $ (9,157,344) | ||
Balance, shares at Sep. 30, 2018 | 767,160 | 250 | ||||
Stock option expense | 265,113 | 265,113 | ||||
Share-based compensation | 650 | 650 | ||||
Shares-based compensation, shares | 1,700 | |||||
Shares issued for services | $ 4 | 21,537 | 21,541 | |||
Shares issued for services, shares | 36,146 | |||||
Shares issued for cashless warrant exercise | $ 15 | 138,415 | 138,430 | |||
Shares issued for cashless warrant exercise, shares | 148,132 | |||||
Shares issued to non- employees for services | $ 27 | 29,973 | 30,000 | |||
Shares issued to non- employees for services, shares | 272,500 | |||||
Shares issued for conversion of notes and reclassification of debt premiums | $ 76 | 470,400 | 470,476 | |||
Shares issued for conversion of notes and reclassification of debt premiums, shares | 756,447 | |||||
Cancellation of shares for 3(a)(10) debt settlement | $ 127 | (127) | ||||
Cancellation of shares for 3(a)(10) debt settlement, shares | 1,273,261 | |||||
Reclassification of debt and premium to APIC for 3(a)(10) debt settlement | 450,939 | 450,939 | ||||
Net loss | (7,115,159) | (7,115,159) | ||||
Balance at Sep. 30, 2019 | $ 326 | 11,850,771 | (26,746,451) | (14,895,354) | ||
Balance, shares at Sep. 30, 2019 | 3,255,346 | 250 | ||||
Share-based compensation | 132,599 | 132,599 | ||||
Shares-based compensation, shares | ||||||
Shares issued for services | $ 26 | 23,350 | 23,376 | |||
Shares issued for services, shares | 263,948 | |||||
Shares issued for conversion of notes and reclassification of debt premiums | $ 109 | 43,048 | 43,157 | |||
Shares issued for conversion of notes and reclassification of debt premiums, shares | 1,090,185 | |||||
Cancellation of shares for 3(a)(10) debt settlement | $ (19) | 19 | ||||
Cancellation of shares for 3(a)(10) debt settlement, shares | (194,520) | |||||
Net loss | (1,521,063) | (1,521,063) | ||||
Balance at Mar. 31, 2020 | $ 442 | 12,049,787 | (28,267,514) | (16,217,285) | ||
Balance, shares at Mar. 31, 2020 | 250 | 4,414,959 | ||||
Balance at Sep. 30, 2019 | $ 326 | $ 11,850,771 | $ (26,746,451) | $ (14,895,354) | ||
Balance, shares at Sep. 30, 2019 | 3,255,346 | 250 | ||||
Roundup for reverse split of stock | 319 | |||||
Stock option expense | $ 103,793 | $ 103,793 | ||||
Shares issued for cash | $ 15,122 | 249,515 | 264,637 | |||
Shares issued for cash, shares | 151,221,142 | |||||
Shares issued to non- employees for services | $ 29 | 23,455 | 23,484 | |||
Shares issued to non- employees for services, shares | 288,948 | |||||
Shares issued for conversion of notes, including premiums reclassified | $ 33,646 | 853,139 | 886,785 | |||
Shares issued for conversion of notes, including premiums reclassified, shares | 336,461,204 | |||||
Cancellation of shares for 3(a)(10) debt settlement | $ (19) | 19 | ||||
Cancellation of shares for 3(a)(10) debt settlement, shares | (194,520) | |||||
Net loss | (4,328,318) | (4,328,318) | ||||
Balance at Sep. 30, 2020 | $ 49,104 | 13,080,692 | (31,074,769) | (17,944,973) | ||
Balance, shares at Sep. 30, 2020 | 491,032,439 | 250 | ||||
Balance at Dec. 31, 2019 | $ 368 | 11,974,849 | (27,413,294) | (15,438,077) | ||
Balance, shares at Dec. 31, 2019 | 250 | 3,670,112 | ||||
Share-based compensation | 66,097 | 66,097 | ||||
Shares-based compensation, shares | ||||||
Shares issued for cash | $ 2 | 1,874 | 1,876 | |||
Shares issued for cash, shares | 23,948 | |||||
Shares issued for conversion of notes and reclassification of debt premiums | $ 72 | 6,967 | 7,039 | |||
Shares issued for conversion of notes and reclassification of debt premiums, shares | 720,899 | |||||
Net loss | (854,220) | (854,220) | ||||
Balance at Mar. 31, 2020 | $ 442 | 12,049,787 | (28,267,514) | (16,217,285) | ||
Balance, shares at Mar. 31, 2020 | 250 | 4,414,959 | ||||
Balance at Sep. 30, 2020 | $ 49,104 | 13,080,692 | (31,074,769) | (17,944,973) | ||
Balance, shares at Sep. 30, 2020 | 491,032,439 | 250 | ||||
Share-based compensation | 78,013 | 78,013 | ||||
Shares-based compensation, shares | ||||||
Shares issued to employees | $ 600 | 19,800 | 20,400 | |||
Shares issued to employees, shares | 6,000,000 | |||||
Shares issued for cash | $ 62,143 | 1,092,889 | 1,155,032 | |||
Shares issued for cash, shares | 621,447,910 | |||||
Shares issued to non- employees for services | $ 1,000 | 33,000 | 34,000 | |||
Shares issued to non- employees for services, shares | 10,000,000 | |||||
Shares issued for conversion of notes, including premiums reclassified | $ 42,541 | 1,055,652 | 1,098,193 | |||
Shares issued for conversion of notes, including premiums reclassified, shares | 425,401,805 | |||||
Net loss | (189,440) | (189,440) | ||||
Balance at Mar. 31, 2021 | $ 155,388 | 15,360,046 | (31,264,209) | (15,748,775) | ||
Balance, shares at Mar. 31, 2021 | 250 | 1,553,882,154 | ||||
Balance at Dec. 31, 2020 | $ 101,027 | 14,100,595 | (31,054,223) | (16,852,601) | ||
Balance, shares at Dec. 31, 2020 | 250 | 1,010,278,196 | ||||
Share-based compensation | 38,578 | 38,578 | ||||
Shares-based compensation, shares | ||||||
Shares issued for cash | $ 29,890 | 560,681 | 590,571 | |||
Shares issued for cash, shares | 298,897,714 | |||||
Shares issued for conversion of notes, including premiums reclassified | $ 24,471 | 660,192 | 684,663 | |||
Shares issued for conversion of notes, including premiums reclassified, shares | 244,706,244 | |||||
Net loss | (209,986) | (209,986) | ||||
Balance at Mar. 31, 2021 | $ 155,388 | $ 15,360,046 | $ (31,264,209) | $ (15,748,775) | ||
Balance, shares at Mar. 31, 2021 | 250 | 1,553,882,154 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (189,440) | $ (1,521,063) | $ (4,328,318) | $ (7,115,159) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 4,916 | 5,544 | ||
Amortization of debt discounts | 82,827 | 88,956 | 196,961 | 95,257 |
Accretion of premium on convertible note | 219,089 | 157,055 | 435,909 | 595,513 |
Share-based compensation expense | 132,413 | 158,486 | 127,277 | 481,583 |
Shares issued for conversion fees | 6,830 | |||
Default penalty | 31,500 | |||
Fee notes issued | 17,500 | 132,000 | 253,000 | 235,500 |
(Gain) on debt extinguishment | (1,337,694) | (146,375) | ||
(Gain) on settlement of accounts payable and accrued expenses | (28,294) | (11,113) | (11,113) | (71,681) |
Loss on derivative, change in fair market value | 25,160 | |||
Net loss (gain) on conversion of notes | ||||
Loan fee expenses | 2,670 | |||
Stock based fee, upon conversion of notes | 22,222 | |||
Amortization and depreciation | 11,088 | 276,276 | ||
Default penalties charged | 49,000 | |||
Net debt extinguishment loss on conversion of notes | 14,057 | |||
Net debt extinguishment loss from note amendments | 1,003,705 | |||
Note issued for expenses | 15,000 | |||
Derivative expense | 24,733 | |||
Intangible impairment | 3,420,624 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 141,847 | 482,629 | 442,339 | 823,854 |
Inventory | (67,907) | (353,288) | 73,959 | 414,548 |
Prepaid expenses and other current assets | 27,990 | 47 | (30,856) | 42,240 |
Right of use lease asset | 26,699 | 17,778 | ||
Accounts payable and accrued expenses | 369,873 | 1,329,625 | 1,395,156 | 129,006 |
Settlements payable | (131,724) | (131,724) | (486,681) | |
Right of use lease liability | (26,108) | 17,383 | ||
Cash Provided by (Used in) Operating Activities | (591,628) | 222,279 | (491,000) | (1,105,330) |
Cash Flows from Investing Activities: | ||||
Purchase of Demonstration drones (PPE) | (15,606) | |||
Cash Used in Investing Activities | (15,606) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of shares | 1,155,032 | |||
Net proceeds from convertible notes payable | 240,000 | 292,500 | 115,000 | |
Repayments convertible notes | (18,000) | |||
Net proceeds from note payable | 166,777 | |||
Repayments promissory notes | (70,000) | |||
Net proceeds from note payable, related party | 50,000 | |||
Repayment note payable, related party | (28,429) | |||
Repayments, Seller's note payable | (9,000) | |||
Repayment of line of credit | (3,561) | (525) | (2,947) | (1,359) |
Net proceeds from loan and factoring notes | 585,715 | 150,000 | ||
Repayment of factoring notes | (464,289) | (313,708) | ||
Proceeds from line of credit - related parties | 57,850 | 64,940 | 889,595 | |
Repayment of convertible notes - related party | (945,227) | (72,803) | ||
Proceeds from sale of stock | 264,637 | |||
Proceeds from loans and notes payable | 1,020,115 | 295,791 | ||
Repayments on loans and notes payable | (675,770) | (33,580) | ||
Proceeds convertible note payable – related party | 17,000 | |||
Repayment of loans and line of credit - related parties | (458,303) | (120,125) | ||
Cash (Used in) Provided by Financing Activities | 659,018 | (179,186) | 505,182 | 1,162,322 |
Net Increase in Cash | 67,390 | 43,093 | 14,182 | 41,386 |
Cash - beginning of period | 164,014 | 149,832 | 149,832 | 108,446 |
Cash - end of period | 231,404 | 192,925 | 164,014 | 149,832 |
Cash paid for: | ||||
Interest | 84,895 | 186,729 | ||
Taxes | ||||
Supplemental disclosure of noncash financing and investing activities: | ||||
Issuance of common stock for conversion of convertible notes and accrued interest | 612,468 | 24,370 | ||
Reclassification of debt premium upon conversion of convertible debt | 478,894 | 16,276 | ||
Debt discounts recorded | $ 162,283 | $ 58,500 | ||
Right of use asset | 156,554 | |||
Debt discounts | ||||
Capitalization of convertible note accrued interest to principal | 8,870 | |||
Issuance of convertible debt for settlement of accounts payable | 90,000 | |||
Issuance of settlement payable to satisfy accounts payable and accrued expenses | 500,000 | |||
Third Party insurance funding | ||||
Conversion of fees and accrued interest to convertible note payable | 3 | 537,643 | ||
Default penalties recorded as debt discount | ||||
Original issue discounts notes | 201,201 | 110,840 | ||
Issuance of common stock for note conversions | 445,184 | |||
Issuance of common stock for accrued interest of note | 16,876 | 470,476 | ||
Reclassification of debt premium upon note conversions | 402,503 | |||
Initial derivative liabilities recorded as debt discount for notes issued | 62,500 | |||
Reclassification of derivative liabilities to equity upon conversion | 78,471 | |||
3(a)(10) debt settlements including related costs | 450,939 | |||
Issuance of common stock upon cashless exercise of warrants | $ 138,430 |
Nature of Operations
Nature of Operations | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS Bantec, Inc. is a product and service company targeting the U.S. Government, state governments, municipalities, hospitals, universities, manufacturers and other building owners. Bantec also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co., ("Howco") (collectively, the "Company") to the United States Department of Defense and Defense Logistics Agency. The Company established Bantec Sanitizing which offers sanitizing products and equipment through its new online web store bantec.store and through Bantec Sanitizing franchises. The Company has operations based in Little Falls, New Jersey and Vancouver, Washington. The Company continues to seek strategic acquisitions and partnerships that offer us an opportunity to grow sales and profit. On April 24, 2018 the Company amended its articles of incorporation, filed with the Delaware Secretary of State, changing the Company name from Drone USA, Inc. to Bantek, Inc., which was accepted by FINRA on February 19, 2019. Bantek, Inc. filed a change of name to Bantec, Inc. and to effect a reverse stock split (of the common stock) of 1 for 1,000 on August 6, 2019, which became effective on February 10, 2020. All share and per share related amounts in the accompanying consolidated financial statements and footnotes have been retroactively adjusted for all periods presented for the effect of the reverse split. | NOTE 1 - NATURE OF OPERATIONS Bantec, Inc. is product and service company targeting the U.S. Government, state governments, municipalities, hospitals, universities, manufacturers and other building owners. Bantec also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co., ("Howco") (collectively, the "Company") to the United States Department of Defense and Defense Logistics Agency. The Company established Bantec Sanitizing which offers sanitizing products and equipment through its new we store bantec.store. The Company has operations based in Little Falls, New Jersey and Vancouver, Washington. The Company continues to seek strategic acquisitions and partnerships that offer us an opportunity to grow sales and profit. On April 24, 2018 the Company amended its articles of incorporation, filed with the Delaware Secretary of State, changing the Company name from Drone USA, Inc. to Bantek, Inc., which was accepted by FINRA on February 19, 2019. Bantek, Inc. filed a change of name to Bantec, Inc. and to effect a reverse stock split (of the common stock) of 1 for 1,000 on August 6, 2019, which became effective on February 10, 2020. All share and per share related amounts in the accompanying consolidated financial statements and footnotes have been retroactively adjusted for all periods presented for the effect of the reverse split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Going Concern | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of Bantec, Inc. and its wholly-owned subsidiaries, Drone USA, LLC (inactive), Bantec Construction LLC (inactive), and Howco. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending September 30, 2021. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended September 30, 2020 and footnotes thereto included in the Company's Annual Report on Form 10-K filed with the SEC on January 12, 2021. The consolidated balance sheet as of September 30, 2020 contained herein has been derived from the audited consolidated financial statements as of September 30, 2020, but does not include all disclosures required by GAAP. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the six months ended March 31, 2021, the Company has a net loss of $189,440 and used cash in operations of $591,628. The working capital deficit, stockholders' deficit and accumulated deficit was $15,499,099, $15,748,775 and $31,264,209, respectively, at March 31, 2021. Furthermore, on September 6, 2019 the Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 9), defaulted on its Note Payable – Seller in September 2017 and has since defaulted on other promissory notes. As of March 31, 2021, the Company has received demands for payment of past due amounts from several consultants and service providers. It is management's opinion that these matters raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management's ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has continued to implement cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of the lease liability and related right-of-use asset, valuation of stock-based compensation, the valuation of derivative liabilities and the valuation allowance on deferred tax assets. Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation. At March 31, 2021 At September 30, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 144,937 - - $ 128,628 A roll-forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at September 30, 2020 $ 128,628 Reclassification of derivative liability upon conversion (8,851 ) Changes in fair market value during the six months ended March 31, 2021 25,160 Balance at March 31, 2021 $ 144,937 The warrants were issued to a convertible note holder in November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision of the warrants took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with fair market value changes recognized in operations for each reporting date. The derivative liability associated with the warrants is $144,937. Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates. Accounts Receivable Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. Inventory Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. Property & Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The assets are fully operational drones used as demonstration units and each unit exceeds management's threshold for capitalization of $2,000. The Company depreciates these demonstration units over a period of 3 years. Depreciation expense was $4,916 and $5,544 for the six months ended March 31, 2021 and 2020, respectively. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value based on the present value of estimated future cash flows. Deferred Financing Costs All unamortized deferred financing costs related to the Company's borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs Revenue Recognition Effective October 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company's initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606. The Company sells a variety of products and related services (packaging) to government and other entities. The purchase orders received specifies each item and its manufacturer; the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligations exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation. The Company sells drones and related products manufactured by third parties to various parties. The Company also offers technical services related to drone utilization and performs other services. The Company began offering insulation jackets for commercial and government facilities to insulate and monitor heating and cooling equipment. Contracts for drone related products and services and insulating jacket related sales will be evaluated using the five-step process outline above. There have been no material sales for drone products or other services for which full compliance with performance obligations has not been met. Sales of insulation jackets have not yet commenced. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation –Stock Compensation ), Improvements to Employee Share-Based Payment Accounting As of October 1, 2018, the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore, the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date. Shipping and Handling Costs The Company has included freight-out as a component of cost of sales, which amounted to $37,958 and $21,667 for the six months ended March 31, 2021 and 2020, respectively. The cost of goods related to this service includes shipping inbound and outbound. Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - "Distinguishing Liabilities from Equity". Derivative Liabilities The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. Lease Accounting In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee's initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. The adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company's subsidiary has renewed the lease for the warehouse and office facility in Vancouver, Washington in May 2020 effective June 1, 2020, which extends through May 30, 2023, and is accounted for under ASC 842. The corporate office is an annual arrangement which provides for a single office in a shared office environment and is exempt from ASC 842 treatment. During the year ended September 30, 2020 the Company recognized a lease liability of $156,554 and the related right-of-use asset for the same amount and will amortize both over the life of the lease. Income Taxes The Company's current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. The Company follows the accounting for uncertainty in income taxes guidance, which clarifies the accounting and disclosures for uncertainty in income taxes recognized in the Company's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company currently has no federal or state tax examinations in progress. As of March 31, 2021, the Company's tax returns for the tax years 2020, 2019 and 2018 remain subject to audit, primarily by the Internal Revenue Service. The Company did not have material unrecognized tax benefits as of March 31, 2021 and September 30, 2020 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of provision for income taxes. Earningt /Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of March 31, 2021, 17,673 options were outstanding of which 14,544 were exercisable, 11,859,616 warrants were outstanding and exercisable, and related party convertible debt and accrued interest totaling $224,988 was convertible into 40,101,615 shares of common stock. Additionally, as of March 31, 2021, the outstanding principal balance, including accrued interest of the third-party convertible debt, totaled $7,583,010 and was convertible into 880,053,346 shares of common stock. It should be noted that contractually the limitations on the third-party notes (and the related warrant) limit the number of shares converted to either 4.99% or 9.99% of the then outstanding shares. As of March 31, 2021, and September 30, 2020, potentially dilutive securities consisted of the following: March 31, September 30, Stock options 17,673 17,755 Warrants 11,859,616 25,484,484 Related party convertible debt and accrued interest 40,101,615 526,400,307 Third party convertible debt (including senior debt) 880,053,346 2,068,874,206 Total 932,032,250 2,620,776,752 Segment Reporting The Company uses "the management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of March 31, 2021, the Company did not report any segment information since the vast majority of Company sales were from its subsidiary, Howco. Sales of drones were not material during the six months ended March 31, 2021. Reclassifications The company reclassified $370,710 from short term loans at September 30, 2020 to long term loans at March 31, 2021. Recent Accounting Pronouncements On August 5, 2020, the Financial Accounting Standards Board (FASB) issued accounting standards update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40) The amendments in the ASU remove certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU also amends the derivative scope exception guidance for contracts in an entity's own equity. The amendments remove three settlement conditions that are required for equity contracts to qualify for the derivative scope exception. In addition to the above, the ASU expands disclosure requirements for convertible instruments and simplifies areas of the guidance for diluted earnings-per-share calculations that are impacted by the amendments. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. Early adoption is permitted. The FASB noted that an entity should adopt the guidance as of the beginning of its annual fiscal year. Entities may elect to adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition. If an entity has convertible instruments that include a down round feature, early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020. The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bantec, Inc. and its wholly-owned subsidiaries, Drone USA, LLC (inactive), Bantec Construction LLC (inactive), and Howco. All significant intercompany accounts and transactions have been eliminated in consolidation. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the year ended September 30, 2020, the Company has incurred a net loss of $4,328,318 and used cash in operations of $491,000. The working capital deficit, stockholders' deficit and accumulated deficit was $16,214,281, $17,944,973 and $31,074,769, respectively, at September 30, 2020. Furthermore, on September 6, 2019 the Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 10), defaulted on its Note Payable – Seller in September 2017 and has since defaulted on other promissory notes. As of September 30, 2020 the Company has received demands for payment of past due amounts from several consultants and service providers. It is management's opinion that these matters raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management's ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has continued to implement cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of goodwill and intangible assets for impairment analysis, valuation of the lease liability and related right-of-use asset, valuation of stock-based compensation, the valuation of derivative liabilities and the valuation allowance on deferred tax assets. Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation. At September 30, 2020 At September 30, 2019 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 128,628 - - $ 128,628 A roll-forward of the level 3 valuation financial instruments is as follows: Derivative Balance at September 30, 2018 $ 258,296 Charged to derivative expense on assignment and restatement of note 15,971 Classified as initial debt discount on assignment and restatement of note 62,500 Reduction of derivative recorded as gain on extinguishment upon conversions (78,471 ) Warrant exercises (partial) (138,430 ) Fair Value adjustment - warrants 9,355 Fair Value adjustments - convertible note (593 ) Balance at September 30, 2019 128,628 Changes and adjustments during the year ended September 30, 2020 - Balance at September 30, 2020 $ 128,628 The warrants were issued to a convertible note holder in November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision of the warrants took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with fair market value changes recognized in operations for each reporting date. The derivative liability associated with the warrants is $119,777 and the derivative liability for convertible notes is $8,851 at September 30, 2020. (See Notes 10 and 12). Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates. Accounts Receivable Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. Inventory Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. Property & Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The assets are fully operational drones used as demonstration units and each unit exceeds management's threshold for capitalization of $2,000. The Company depreciates these demonstration units over a period of 3 years. Depreciation expense was $11,088 and $11,280 in 2020 and 2019, respectively. Goodwill and Intangible Assets The Company's goodwill and tradename assets are deemed to have indefinite lives and, accordingly, are not amortized, but are evaluated for impairment at least annually, but more often whenever changes in facts and circumstances occur which may indicate that the carrying value may not be recoverable. The customer list was initially deemed to have a life of 4 years and was being amortized. Goodwill and intangible assets were determined to be impaired at September 30, 2019. (See Note 5.) Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value based on the present value of estimated future cash flows. Deferred Financing Costs All unamortized deferred financing costs related to the Company's borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs Revenue Recognition Effective October 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company's initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606. The Company sells a variety of products to government entities. The purchase orders received specifies each item and its manufacturer; the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligations exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation. The Company sells drones and related products manufactured by third parties to various parties. The Company also offers technical services related to drone utilization and performs other services. The Company began offering insulation jackets for commercial and government facilities to insulate and monitor heating and cooling equipment. Contracts for drone related products and services and insulating jacket related sales will be evaluated using the five-step process outline above. There have been no material sales for drone products or other services for which full compliance with performance obligations has not been met. Sales of insulation jackets have not yet commenced. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation –Stock Compensation ), Improvements to Employee Share-Based Payment Accounting As of October 1, 2018, the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore, the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date. Shipping and Handling Costs The Company has included freight-out as a component of cost of sales, which amounted to $95,634 and $134,826 for the years ended September 30, 2020 and 2019, respectively. Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - "Distinguishing Liabilities from Equity". Derivative Liabilities The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. Lease Accounting In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee's initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. The adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company's subsidiary has renewed the lease for the warehouse and office facility in Vancouver, Washington in May 2020 effective June 1, 2020, which extends through May 30, 2023, and is accounted for under ASC 842. The corporate office is an annual arrangement which provides for a single office in a shared office environment and is exempt from ASC 842 treatment. During the year ended September 30, 2020 the Company recognized a lease liability of $156,554 and the related right-of-use asset for the same amount and will amortize both over the life of the lease. Income Taxes The Company's current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. The Company follows the accounting for uncertainty in income taxes guidance, which clarifies the accounting and disclosures for uncertainty in income taxes recognized in the Company's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company currently has no federal or state tax examinations in progress. As of September 30, 2020, the Company's tax returns for the tax years 2020, 2019 and 2018 remain subject to audit, primarily by the Internal Revenue Service. The Company did not have material unrecognized tax benefits as of September 30, 2020 and 2019 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of provision for income taxes. Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of September 30, 2020, 17,755 options were outstanding of which 14,427 were exercisable, 25,484,484 warrants were outstanding and exercisable, and related party convertible debt and accrued interest totaling $1,304,258 was convertible into 526,400,307 shares of common stock. Additionally, as of September 30, 2020, the outstanding principal balance, including accrued interest of the third-party convertible debt, totaled $7,628,312 and was convertible into 2,068,874,026 shares of common stock. It should be noted that contractually the limitations on the third-party notes (and the related warrant) limit the number of shares converted to to either 4.99% or 9.99% of the then outstanding shares. As of September 30, 2020, and 2019, potentially dilutive securities consisted of the following: September 30, September 30, Stock options 17,755 17,775 Warrants 25,484,484 1,198,271 Related party convertible debt and accrued interest 526,400,307 11,162,896 Third party convertible debt (including senior debt) 2,068,874,206 83,780,049 Total 2,620,776,752 96,158,991 Segment Reporting The Company uses "the management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of September 30, 2020, the Company did not report any segment information since the Company only generates sales from its subsidiary, Howco. Reclassification Two loan amounts under long term liabilities have been combined into one line item at September 30, 2019 to conform with 2020 presentation. Recent Accounting Pronouncements On August 5, 2020, the Financial Accounting Standards Board (FASB) issued accounting standards update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40) The amendments in the ASU remove certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU also amends the derivative scope exception guidance for contracts in an entity's own equity. The amendments remove three settlement conditions that are required for equity contracts to qualify for the derivative scope exception. In addition to the above, the ASU expands disclosure requirements for convertible instruments and simplifies areas of the guidance for diluted earnings-per-share calculations that are impacted by the amendments. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. Early adoption is permitted. The FASB noted that an entity should adopt the guidance as of the beginning of its annual fiscal year. Entities may elect to adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition. If an entity has convertible instruments that include a down round feature, early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020. The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Accounts Receivable
Accounts Receivable | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Receivables [Abstract] | ||
ACCOUNTS RECEIVABLE | NOTE 3 - ACCOUNTS RECEIVABLE The Company’s accounts receivable at March 31, 2021 and September 30, 2020 is as follows: March 31, 2021 September 30, 2020 Accounts receivable $ 207,542 $ 349,389 Reserve for doubtful accounts - - $ 207,542 $ 349,389 | NOTE 3 - ACCOUNTS RECEIVABLE The Company’s accounts receivable at September 30, 2020 and 2019 is as follow: September 30, September 30, Accounts receivable $ 349,389 $ 791,728 Reserve for doubtful accounts - - $ 349,389 $ 791,728 |
Inventory
Inventory | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | NOTE 4 - INVENTORY At March 31, 2021 and September 30, 2020, inventory consists of finished goods and was valued at $112,506 and $44,599, respectively. | NOTE 4 - INVENTORY At September 30, 2020 and 2019, inventory consists of finished goods and was valued at $44,599 and $118,558, respectively. |
Line of Credit - Bank
Line of Credit - Bank | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Line of Credit Bank [Abstract] | ||
LINE OF CREDIT - BANK | NOTE 5 - LINE OF CREDIT - BANK The Company has a revolving line of credit with a financial institution, which balance is due on demand and principal payments are due monthly at 1/60 th | NOTE 6 - LINE OF CREDIT - BANK The Company has a revolving line of credit with a financial institution, which balance is due on demand and principal payments are due monthly at 1/60 th |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 - GOODWILL AND INTANGIBLE ASSETS The Company conducted its goodwill and its intangible assets impairment test as of September 30, 2019 and determined that an impairment existed as certain asset values were unsupported by the current and projected net income and cash flows of the component holding the goodwill and intangible assets, the Company's subsidiary, Howco. Accordingly, an impairment charge of $3,420,624 was charged against the Goodwill, Trademark and Customer List assets and was recognized in fiscal year 2019. |
Settlements Payable
Settlements Payable | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Settlements Payable [Abstract] | ||
SETTLEMENTS PAYABLE | NOTE 6 - SETTLEMENTS PAYABLE On July 20, 2018, the Company entered into a settlement agreement with a collection agent for American Express relating to $127,056 of past due charges. The agreement provides for initial payment of $12,706, the monthly payments of $6,500 and final payment on January 27, 2020 of $3,850. The amount due at March 31, 2021 and September 30, 2020, was $42,850, and $42,850, respectively. Under the terms of the stipulation and settlement agreement, this debt is in default. | NOTE 7 - SETTLEMENTS PAYABLE On July 20, 2018, the Company entered into a settlement agreement with a collection agent for American Express relating to $127,056 of past due charges. The agreement provides for initial payment of $12,706, the monthly payments of $6,500 and final payment on January 27, 2020 of $3,850. The amount due at September 30, 2020, and 2019, was $42,850, and $42,850, respectively. Under the terms of the stipulation and settlement agreement, this debt is in default. On November 27 2018 the Company reached an agreement and executed a related stipulation and payment terms agreement stemming from a legal action by the former Chief Strategy Officer for improper termination. The plaintiff agreed to accept $600,000 in payments. The first scheduled payment of $200,000 was made on December 20, 2018 in accordance with the settlement terms. Twelve monthly payments of approximately $33,333 were due starting on January 15, 2019 through December 15, 2019. The Company recorded $600,000 as accrued expense of which $500,000 was expensed during the fiscal year 2018. The balance at September 30, 2020 and 2019 is $0 and $131,724, respectively. The total settlement payable balance of $42,850, reported on the balance sheet includes the American Express settlement of $42,850 at September 30, 2020. At September 30, 2019, the balance was $174,574, which included the amount due to the former Chief Strategy Officer and related expected payroll taxes of $131,724. |
Note Payable - Seller
Note Payable - Seller | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Notes Payable - Seller [Abstract] | ||
NOTE PAYABLE – SELLER | NOTE 7 - NOTE PAYABLE – SELLER In connection with the acquisition of Howco in September 2016, the Company issued a note payable in the amount of $900,000 to the sellers of Howco. The note matured on September 9, 2017 and bears interest at 5.50% per annum. The note requires payment of unpaid principal and interest upon maturity. The note is secured by all assets of Howco Distribution Co. and subordinated to the Senior Secured Credit Facility discussed below. The note is currently in default and the default interest rate is 8% per annum. The Company made three repayments totaling $9,000 during the three months ended March 31, 2021. At March 31, 2021 and September 30, 2020, principal and accrued interest on this note amounted to $891,000, $305,495 and $900,000 and $269,682, respectively. | NOTE 8 - NOTE PAYABLE – SELLER In connection with the acquisition of Howco in September 2016, the Company issued a note payable in the amount of $900,000 to the sellers of Howco. The note matured on September 9, 2017 and bears interest at 5.50% per annum. The note requires payment of unpaid principal and interest upon maturity. The note is secured by all assets of Howco Distribution Co. and subordinated to the Senior Secured Credit Facility discussed below. The note is currently in default and the default interest rate is 8% per annum. At September 30, 2020 and September 30, 2019, accrued interest on this note amounted to $269,682 and $197,485, respectively. |
Convertible and Other Notes Pay
Convertible and Other Notes Payable – Related Party Officer and His Affiliates | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE AND OTHER NOTES PAYABLE – RELATED PARTY OFFICER AND HIS AFFILIATES | NOTE 8 - CONVERTIBLE AND OTHER NOTES PAYABLE – RELATED PARTY OFFICER AND HIS AFFILIATES Convertible Notes The related party officer and his affiliates convertible notes balance consisted of the following at March 31, 2021 and September 30, 2020: March 31, September 30, 2021 2020 Principal $ - $ 945,227 Premiums - 846,085 Total - 1,791,312 Current portion, including premiums - - Long term $ - $ 1,791,312 There was one non-convertible related party note as of March 31, 2021, which was issued by Howco for $50,000. The note carries a fixed amount of interest of $14,500 and weekly payments of interest and principal of $2,580. The principal balance at March 31, 2021 was $21,571. Most of the related party convertible notes included a cross-default clause which in event of a default on another note holder’s note causes a default on the related party notes. The CEO has amended those notes effective September 30, 2020 to remove the clauses. The Company has a $840,000 convertible note payable (“Note 1”) to a related party entity controlled by the Company’s CEO. Note 1 bear’s interest at an annual rate of 7% with an original maturity date of June 11, 2017, which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. The holder of Note 1 has the option to convert the outstanding principal and accrued interest, in whole or in part, into shares of common stock at a conversion price equal to the volume weighted average price per share of common stock for the 30-day period prior to conversion. On April 15, 2020, the Company amended the above Note 1 first issued to AIG and subsequently assigned to Pike Falls LLC (entities controlled by the Company’s CEO) in amount of $840,000, with a principal and accrued interest balance of $688,444, and $210,409, respectively at June 30, 2020. The amendment changes conversion terms, which now state the note principal and interest may be converted to common stock at 50% of the lowest closing bid price during the thirty days prior to conversion, increases the interest rate to 10%, and has a maturity date of January 7, 2022. The change in conversion terms has been treated as a debt extinguishment and the modified note is treated stock settled debt under ASC 480, and a put premium of $688,444 was recognized with a charge to loss on debt extinguishment. The principal balance was $377,194 and accrued interest was $221,232 at September 30, 2020. As of March 31, 2021, Note 1 principal has been fully converted or paid in cash long with accrued interest of $142,773, and the accrued interest balance was $81,597 as of March 31, 2021. $377,194 was recognized as a gain on extinguishment of debt during the six months ended March 31, 2021. The Company has a convertible note payable (for an unspecified amount) with the Company’s CEO. This line of credit (“LoC”) bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017 the due date was extended to July 2, 2018 and then in July, 2018, the due date was extended to June 30, 2019, and on December 23, 2018 the maturity date of the LoC was extended to September 23, 2024. The holder of the LoC has the option to convert the outstanding principal and accrued interest, in whole or in part, into shares of common stock at a conversion price equal to the volume weighted average price per share of common stock for the 30-day period prior to conversion. This LoC is considered a stock settled debt in accordance with ASC 480 and the fixed monetary amount is equal to the principal amount based on the conversion formula. During the year ended September 30, 2020 the Company was advanced $64,940 and repaid $132,803, on this LoC. As of September 30, 2020, the LoC has not been converted, the balance was $99,142, and accrued interest was $31,260. During the six months ended March 31, 2021 the balance of the LoC principal was fully paid in cash and the balance of accrued interest was $32,900 as of March 31, 2021. On July 2, 2019, the Company issued a convertible note payable (“Note 2”) to an affiliate of the Company’s CEO for a $15,000, cash loan. The funds were paid directly to a vendor to the Company. The note had an original maturity of June 9, 2020, however the note was amended effective September 30, 2020 and new maturity is May 31, 2022. The note bears interest at 10% and may be converted to the Company’s common stock at 50% of the lowest closing bid in the 20 trading days prior to notification of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $15,000 with a charge to interest expense for the note. The note principal was fully repaid during the six months ended March 31, 2021 and put premium of $15,000, was recognized as gain on debt extinguishment. Accrued interest was $2,155 at March 31, 2021 and $1,843, at September 30, 2020. On September 13, 2019, the Company issued a convertible note payable to an entity controlled by the Company’s CEO for a $17,000, cash loan. The note had an original maturity of June 9, 2020, however the note was amended effective September 30, 2020 and the new maturity is May 31, 2022. The note bears interest at 10% and may be converted to the Company’s common stock at 50% of the lowest closing bid in the 20 trading days prior to notification of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium of $17,000 with a charge to interest expense for the notes. The note principal was fully repaid and put premium of $17,000, was recognized as gain on debt extinguishment during the six months ended March 31, 2021. Accrued interest was $2,152 at March 31, 2021 and $1,799, at September 30, 2020. On December 30, 2018 the Company issued a promissory note to the CEO for a $400,000, cash loan. The note bears interest at 12% per annum, matures on January 7, 2024 and required monthly payment of principal of $5,000 with a balloon payment at maturity. On April 14, 2020, the Company amended the above note first issued to Michael Bannon (the Company’s CEO) on December 30, 2018, in amount of $400,000, with a principal and interest balance of $367,500, and $76,619, respectively at September 30, 2020. The amendment adds conversion terms, which state the note principal and interest may be converted to common stock at 50% of the lowest closing bid price during thirty days prior to conversion, and reduces the interest rate to 10%, and extends the maturity date to January 7, 2024. The change in conversion terms has been treated as a debt extinguishment and the new note is considered a stock settled debt under ASC 480, and put premium of $367,500 has been recognized with a charge to interest expense. The note principal was fully repaid in cash during the six months ended March 31, 2021 and a gain on debt extinguishment was recognized for the premium upon receipt of cash repayments. The accrued interest balance was $83,113 at March 31, 2021 and $76,619 at September 30, 2020. On January 19, 2019 the Company issued a, promissory note to the CEO for a $200,000, cash loan. The note bears interest at 12% per annum, matures on September 23, 2021 and requires monthly payments of $2,500 principal. On April 14, 2020, the Company amended the note first issued to Michael Bannon (the Company’s CEO) on January 19, 2019, in amount of $200,000, with a principal and interest balance of $195,000, and $17,947. The amendment adds conversion terms, which state the note principal and interest may be converted to common stock at 50% of the lowest closing bid price during thirty days prior to conversion, and reduces the note interest rate to 10%, and extends the maturity date to April 15, 2026. The change in conversion terms has been treated as a debt extinguishment and the new note is considered a stock settled debt under ASC 480, and put premium of $195,000 has been recognized with a charge to loss on debt extinguishment. During 2020, $14,250 was repaid and $180,750 was converted to common stock. The note principal balance of $195,000 has been fully liquidated at March 31, 2021 and accrued interest was $20,855 as of March 31, 2021. On July 1, 2019, Howco entered into a purchase order financing agreement with an entity controlled by the Company’s CEO (“Pike Falls”) for cash advances to Howco. The advances are to be for 100% of the face value of the purchase orders to be repaid with accounts receivable related to the sales of the products underlying the purchase orders. Pike Falls receives 4% of the purchase price for the first 45 days and .00086% per day thereafter on the unpaid balance. On April 15, 2020, the Company issued a convertible note payable to Michael Bannon (the Company’s CEO) in the principal amount of $69,391, in replacement for the amounts owed to an entity controlled by Mr. Bannon (above) The new note interest rate is 10%, and it matures on January 31, 2022. The new note principal and interest may be converted into the Company’s common stock at 50% of the lowest closing bid price in the thirty days preceding the conversion notice. This issuance is treated as a debt extinguishment of the old note and the new note conversion terms have been treated as stock settled debt under ASC 480, and put premium of $69,391 has been recognized with a charge to interest expense. The principal and accrued interest were $69,391 and $5,332 respectively as of September 30, 2020. At March 31, 2021 the principal was fully paid in cash and $69,391 was recognized as gain on extinguishment of debt. Accrued interest was $6,206 at March 31, 2021. On December 22, 2020 a non-convertible promissory note was issued to the CEO by Howco for $50,000 having weekly payments of $2,580 for twenty-five weeks, which include a total of $14,500 of interest. During the six months ended March 31, 2021, repayments of principal and interest of $36,200 were made reducing the principal balance to $21,571. | NOTE 9 - CONVERTIBLE NOTES PAYABLE – RELATED PARTY OFFICER AND HIS AFFILIATES Convertible Notes The related party officer and his affiliates convertible notes balance consisted of the following at September 30, 2020 and 2019: 2020 2019 Principal $ 945,227 $ 887,439 Premiums 846,085 32,000 Total 1,791,312 919,439 Current portion, including premiums - (64,000 ) Long term $ 1,791,312 $ 855,439 Most of the related party notes included a cross-default clause which in event of a default on another note holder's note causes a default on the related party notes. The CEO has amended those notes effective September 30, 2020 to remove the clauses. The Company has a $840,000 convertible note payable ("Note 1") to a related party entity controlled by the Company's CEO. Note 1 bear's interest at an annual rate of 7% with an original maturity date of June 11, 2017, which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. The holder of Note 1 has the option to convert the outstanding principal and accrued interest, in whole or in part, into shares of common stock at a conversion price equal to the volume weighted average price per share of common stock for the 30-day period prior to conversion. On April 15, 2020, the Company amended the above Note 1 first issued to AIG and subsequently assigned to Pike Falls LLC (entities controlled by the Company's CEO) in amount of $840,000, with a principal and accrued interest balance of $688,444, and $210,409, respectively at June 30, 2020. The amendment changes conversion terms, which now state the note principal and interest may be converted to common stock at 50% of the lowest closing bid price during thirty days prior to conversion, increases the interest rate to 10%, and has a maturity date of January 7, 2022. The change in conversion terms has been treated as a debt extinguishment and the modified note is treated stock settled debt under ASC 480, and a put premium of $688,444 was recognized with a charge to loss on debt extinguishment. As of September 30, 2020, Note 1 has been partially converted and the principal balance was $377,194 and accrued interest was $221,323. The Company has a convertible note payable (for an unspecified amount) with the Company's CEO. This line of credit ("LoC") bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017 the due date was extended to July 2, 2018 and then in July, 2018, the due date was extended to June 30, 2019, and on December 23, 2018 the maturity date of the LoC was extended to September 23, 2024. The holder of the LoC has the option to convert the outstanding principal and accrued interest, in whole or in part, into shares of common stock at a conversion price equal to the volume weighted average price per share of common stock for the 30-day period prior to conversion. During the year ended September 30, 2020 the Company was advanced $64,940 and repaid $132,803, on this LoC. As of September 30, 2020 and 2019, the LoC has not been converted, the balance was $99,142 and $166,995, and accrued interest was $31,260 and $21,838, respectively. This LoC is considered a stock settled debt in accordance with ASC 480 and the fixed monetary amount is equal to the principal amount based on the conversion formula. On July 2, 2019, the Company issued a convertible note payable ("Note 2") to an affiliate of the Company's CEO for a $15,000, cash loan. The funds were paid directly to a vendor to the Company. The note had an original maturity of June 9, 2020, however the note was amended effective September 30, 2020 and new maturity is May 31, 2022. The note bears interest at 10% and may be converted to the Company's common stock at 50% of the lowest closing bid in the 20 trading days prior to notification of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $15,000 with a charge to interest expense for the note. The note principal and put premium were $15,000, and $15,000, at September 30, 2020 and 2019. Accrued interest was $1,843, at September 30, 2020. On September 13, 2019, the Company issued a convertible note payable to an entity controlled by the Company's CEO for a $17,000, cash loan. The note had an original maturity of June 9, 2020, however the note was amended effective September 30, 2020 and the new maturity is May 31, 2022. The note bears interest at 10% and may be converted to the Company's common stock at 50% of the lowest closing bid in the 20 trading days prior to notification of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium of $17,000 with a charge to interest expense for the notes. The note principal and put premium were $17,000, and $17,000, at September 30, 2020 and 2019. Accrued interest was $1,799, at September 30, 2020. On December 30, 2018 the Company issued a promissory note to the CEO for a $400,000, cash loan. The note bears interest at 12% per annum, matures on January 7, 2024 and required monthly payment of principal of $5,000 with a balloon payment at maturity. On April 14, 2020, the Company amended the above note first issued to Michael Bannon (the Company's CEO) on December 30, 2018, in amount of $400,000, with a principal and interest balance of $367,500, and $76,619, respectively at September 30, 2020. The amendment adds conversion terms, which state the note principal and interest may be converted to common stock at 50% of the lowest closing bid price during thirty days prior to conversion, and reduces the interest rate to 10%, and extends the maturity date to January 7, 2024. The change in conversion terms has been treated as a debt extinguishment and the new note is considered a stock settled debt under ASC 480, and put premium of $367,500 has been recognized with a charge to interest expense. On January 19, 2019 the Company issued a, promissory note to the CEO for a $200,000, cash loan. The note bears interest at 12% per annum, matures on September 23, 2021 and requires monthly payments of $2,500 principal. On April 14, 2020, the Company amended the note first issued to Michael Bannon (the Company's CEO) on January 19, 2019, in amount of $200,000, with a principal and interest balance of $195,000, and $17,947. The amendment adds conversion terms, which state the note principal and interest may be converted to common stock at 50% of the lowest closing bid price during thirty days prior to conversion, and reduces the note interest rate to 10%, and extends the maturity date to April 15, 2026. The change in conversion terms has been treated as a debt extinguishment and the new note is considered a stock settled debt under ASC 480, and put premium of $195,000 has been recognized with a charge to loss on debt extinguishment. During 2020, $14,250 was repaid and $180,750 was converted to common stock. The note principal balance of $195,000 has been fully extinguished at September 30, 2020 and accrued interest was $20,855. On July 1, 2019, the Company entered into a purchase order financing agreements with an entity controlled by the Company's CEO ("Pike Falls") for a cash advances to Howco. The advances are to be for 100% of the face value of the purchase orders to be repaid with accounts receivable related to the sales of the products underlying the purchase orders. Pike Falls receives 4% of the purchase price for the first 45 days and .00086% per day thereafter on the unpaid balance. On April 15, 2020, the Company issued a convertible note payable to Michael Bannon (the Company's CEO) in the principal amount of $69,391, in replacement for the amounts owed to an entity controlled by Mr. Bannon (above) The new note interest rate is 10%, and it matures on January 31, 2022. The new note principal and interest may be converted into the Company's common stock at 50% of the lowest closing bid price in the thirty days preceding the conversion notice. This issuance is treated as a debt extinguishment of the old note and the new note conversion terms have been treated as stock settled debt under ASC 480, and put premium of $69,391 has been recognized with a charge to interest expense. The principal and accrued interest were $69,391 and $5,332 respectively as of September 30, 2020. |
Convertible Notes Payable and A
Convertible Notes Payable and Advisory Fee Liabilities | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE AND ADVISORY FEE LIABILITIES | NOTE 9 - CONVERTIBLE NOTES PAYABLE AND ADVISORY FEE LIABILITIES The senior secured credit facility note balance and convertible debt balances consisted of the following at March 31, 2021 and September 30, 2020: March 31, September 30, 2021 2020 Principal $ 6,114,157 $ 6,473,702 Premiums 1,472,666 1,846,471 Unamortized discounts (13,804 ) (9,223 ) $ 7,573,019 $ 8,310,950 For the six months ended March 31, 2021 and 2020, amortization of debt discount on the above convertible notes amounted to $12,919 and $2,981, respectively. Senior Secured Credit Facility Note - Default On September 13, 2016, the Company entered into a senior secured credit facility note with an investment fund for the acquisition of Howco. The Company can borrow up to $6,500,000, subject to lender approval, with an initial convertible promissory note at closing of $3,500,000 (the “Note”). The Note bears interest at a rate of 18% per annum, required monthly payments of $52,500, which is interest only, starting on October 13, 2016 through February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on March 13, 2018. In the event of default, the Note balance will bear interest at 25% per annum. In connection with this Agreement, the Company was obligated to pay additional advisory fees of $850,000 payable in the form of cash or common stock in accordance with the terms of the Agreement. The Company was also required to reserve 7,000 shares of common stock related to this transaction. The reserved shares will be released upon the satisfaction of the loan. As of March 31, 2021, and September 30, 2020, the Company had issued 539, shares of common stock in satisfaction of the $850,000 advisory fee in accordance with the terms of the agreement, such shares being issued in September 2016. The proceeds from the sale of the 539, shares were to be applied to the $850,000 advisory fee due. Based upon the value of the shares, at the time the lender sells the shares, the Company may be required to redeem unsold shares for the difference between the $850,000 and the lender’s sales proceeds. Accordingly, the $850,000 was reflected as a current liability through December 31, 2017. In January 2018, in connection with a settlement agreement (see below), the accrued advisory fee was reclassified to the principal balance of the replacement Convertible Note. Through the date of the settlement agreement and through September 30, 2020 and March 31, 2021, the lender had not reported any proceeds from the sale of these shares (see below). Prior to the settlement agreement in January 2018, notwithstanding anything contained in the Agreement to the contrary, in the event the Lender has not realized net proceeds from the sale of Advisory Fee Shares equal to at least the Advisory Fee by the earlier to occur of: (A) September 13, 2017; (B) the occurrence of an Event of Default; or (C) the Maturity Date, then at any time thereafter, the Lender shall have the right, upon written notice to the Borrower, to require that the Borrower redeem all Advisory Fee Shares then in Lender’s possession for cash equal to the Advisory Fee, less any cash proceeds received by the Lender from any previous sales of Advisory Fee Shares, if any within five (5) Business Days from the date the Lender delivers such redemption notice to the Borrower. The Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company’s common stock during the 5 business days immediately prior to the conversion date. At any time and from time to time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Company and the Holder, this Note may be, at the sole option of the Holder, convertible into shares of the Company’s common stock, in accordance with the terms and conditions of the Note Upon liquidation by the Holder of Conversion Shares issued pursuant to a conversion notice, provided that the Holder realizes a net amount from such liquidation equal to less than the conversion amount specified in the relevant conversion notice, the Company shall issue to the Holder additional shares of the Company’s common stock equal to: (i) the Conversion Amount specified in the relevant conversion notice; minus divided by Once a default occurs, the Note and the $850,000 advisory fee payable will be accounted for as stock settled debt at its fixed monetary value. On March 13, 2017 the Company defaulted on the monthly principal and interest payment of $298,341. Due to this default, as of June 30, 2017, the Company has accounted for the embedded conversion option as stock settled debt and recorded a debt premium of $617,647 with a charge to interest expense, and the interest rate increased to 25% (default rate). On March 28, 2017, the Company entered into an additional agreement with the above senior secured credit facility lender to receive a range of advisory services for a total of $1,200,000 with no definitive terms or length of service which was expensed in fiscal 2017 and had been recorded as an accrued liability – advisory fees through December 31, 2017. In connection with the settlement agreement discussed below, in January 2018, the advisory services fees payable were reclassified to the principal balance of the replacement Convertible Note. On January 3, 2018, the Company entered into a settlement agreement (the “Settlement Agreement”) and replacement note agreements with the investment fund related to a senior secured credit facility note dated September 13, 2016. On the effective date of the Settlement Agreement, all amounts owed to the investment fund aggregated $5,788,642 and consisted of a convertible promissory note of $3,500,000, accrued interest payable of $238,642, and accrued advisory fees payable of $2,050,000. On the effective date of the Settlement Agreement, the amount due of $5,788,642 was split and apportioned into two separate replacement notes (“Replacement Note A” and Note B”). Replacement Note A had a principal amount of $1,000,000 and Replacement Note B had a principal balance of $4,788,642, both of which remained secured by the original security, pledge and guarantee agreements; and other applicable loan documents, and bear interest at 18% per annum. The default was not waived by this settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642 for accrued interest and advisory fees payable that were capitalized as note principal. The interest rate was amended to 12% effective June 12, 2018. The Credit Agreement was amended such that the maturity date was extended to January 13, 2019 (the “Extended Maturity Date”) for replacement Note B, while the Note A maturity date remained at March 13, 2018 but was due as of March 2017 due to the principal and interest payment default discussed above. Notwithstanding anything contained in this Agreement to the contrary, all obligations owing by the Company and all other Credit Parties under the Credit Agreement, First Replacement Note B, and all other Loan Documents shall be paid in full by the Extended Maturity Date as follows: $52,500 per month from January 13, 2018 to December 13, 2018 and the remaining principal and accrued interest on January 13, 2019. Interest payments made since the amendment have totaled $323,440 and are therefore not in accord with that amendment. However, TCA has received payments under the 3(a) (10) settlement (below) totaling $308,100 during the year ended September 30, 2018, and another $270,320, during the year ended September 30, 2019. The principal balance was $4,788,642 at September 30, 2018. On October 30, 2018, TCA the Company’s senior lender amended its credit facility which had been restructured in January 2018 when fees for advisory and other matters along with accrued but unpaid interest were capitalized and separated into two notes, Note A having $1,000,000 principal and Note B having $4,788,642 both having the same maturity terms, interest rates and conversion rights. Under the current amendment total amounts outstanding under the notes along with accrued interest of $537,643 has been capitalized with the principal amount due of $6,018,192, $5,326,285 for Note B and $691,907 for Note A. The restated note has the same conversion price discount and therefore continues to be stock settled debt under ASC 480, an additional $94,878 was charged to interest with a credit to debt premium. The restated note accrues interest on the principal balance at 12% per annum, includes amortization to the new maturity date of December 15, 2020. The amortization payments credited toward the principal amount and accrued interest vary and include payments made under the 3(a)(10) settlement agreement with a third party related to Note A. Economically the total principal and accrued interest outstanding remain unchanged as reported in the consolidated balance sheet. All other terms including conversion rights and a make-whole provision in the case of a conversion shortfall remain the same as stated in the footnotes above. On September 6, 2019, the Company received a default notice on its payment obligations under the senior secured credit facility agreement from TCA. The Company has proposed a number of solutions including refinancing the debt with other parties. The default was declared due to non-payment of monthly scheduled amortization (principal and interest). TCA holds security interests in all assets of the Company including its subsidiary Howco. The Company is in negotiation with the receiver appointed by the court related to the senior secured creditor’s claim and has proposed a preliminary settlement. At March 31, 2021 and September 30, 2020, the principal of the Note B portion was $5,326,285 and accrued interest was $1,418,826 and $1,099,250 respectively and the Note A principal subject to the 3(a) (10) court order was $421,587. During the six months ended March 31, 2021, the Company has not paid interest or principal and Livingston Asset Management (under the 3(a) (10) settlement) has not made any payments to TCA. On January 30, 2018 pursuant to the Liability Purchase Term Sheet, the TCA Replacement Note A in the principal amount of $1,000,000 was acquired by Livingston Asset Management LLC (“Livingston”) from the original lender. Principal of Replacement Note A is due to Livingston with all then accrued but unpaid interest due to the original lender. In accordance with the terms of the Settlement Agreement, the Court was advised of Company’s intention to rely upon the exception to registration set forth in Section 3(a) (l0) of the Securities Act to support the issuance of its common shares and the Court held a fairness hearing regarding the issuance on March 12, 2018. Following entry of an Order by the Court which occurred on March 12, 2018, in settlement of the claims, the Company shall issue and deliver to Livingston shares of its common stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth in the Settlement Agreement, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. The Company will issue free trading shares of its common stock under section 3(a) (10) of the Securities Act to Livingston in the amount of such judgment in a series of tranches so that Livingston will not own more than 9.99% of our outstanding shares per tranche. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by Livingston is equal to approximately $1,666,667 which is based on a discount of 40%. In the six months ended March 31, 2021, there were no 3(a) (10) issuances. As of March 31, 2021, there have been seventeen issuances under section 3(a) (10) of the Securities Act totaling 1,374,885 shares; 1,273,261, in 2019, and 101,624, in 2018, which have been recorded at par value with an equal charge to additional paid-in capital. On November 17, 2019, 194,520 of the shares issued under the 3(a) (10) were cancelled at the request of Livingston. The value originally recorded as a liability remains in the convertible note balance, until these shares have been sold and reported to the Company by the lender as part of the Make-Whole provision at which time the proceeds value of such shares are reclassified to additional paid-in capital. During the year ended September 30, 2019, proceeds of $270,320 were remitted to TCA by Livingston and applied to reduce the liability with corresponding credits to additional paid in capital. $180,618 of debt premium was credited to additional paid in capital in conjunction with the payments to TCA. At March 31, 2021 the balance of $421,587 along with related debt premium of $281,054 are included in convertible notes payable on the balance sheet. On March 7, 2018 the Company entered into a placement agent and advisory agreement with Scottsdale Capital Advisors in connection with the Livingston liability purchase term sheet executed on November 15, 2017. The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company’s common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. The note has not been converted and the principal balance is $15,000, at March 31, 2021 and September 30, 2020 with $5,279, and $4,293, of accrued interest, respectively. As the note has matured it is technically in default. Under the terms of the note no default interest or penalties accrue. Other Convertible Debt On June 1, 2018 the Company entered into a consulting and services arrangement with Livingston Asset Management which has no stipulated term. The arrangement provides for financial management services including accounting and related periodic reporting among other advisory services. Under the agreement the Company will issue to Livingston Asset Management Convertible Fee Notes having principal of $12,500, interest of 10% per annum, maturity of six or seven months. The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes were charged to professional fees for each corresponding service month. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $12,500 with a charge to interest expense for each note. As of March 31, 2021, the following notes had been issued, assigned and converted as indicated: December 1, 2018, $12,500 principal, maturing May 31, 2019 – partially converted, principal balance $10,375 at September, 30, 2019 – assigned to Alpha Capital Anstalt and fully converted; January 1, 2019, $12,500 principal, maturing June 30, 2019 – assigned to Alpha Capital Anstalt and fully converted; February 1, 2019, $12,500 principal, maturing July 31, 2019– assigned to Alpha Capital Anstalt and fully converted; March 1, 2019, $12,500 principal, maturing August 31, 2019– assigned to Alpha Capital Anstalt and fully converted; April 1, 2019, $12,500 principal, maturing September 30, 2019– assigned to Alpha Capital Anstalt and fully converted; May 1, 2019, $12,500 principal, maturing October 31, 2019– assigned to Alpha Capital Anstalt and fully converted; and June 1, 2019, $12,500 principal, maturing November 30, 2019– assigned to Alpha Capital Anstalt and fully converted. The $85,375 of principal from the Livingston Asset Management LLC notes issued December 1, 2018 through June 1, 2019, along with $8,475 of accrued interest were sold and assigned to Alpha Capital Anstalt, on February 20, 2020. The assigned notes became convertible as of the date of the assignment by virtue of an agreement between the Company and the new note holder. The terms of the notes provide for conversion of principal and accrued interest at a 50% discount to the lowest closing bid price over the 20 days prior to conversion. The notes have been accounted for as stock settled debt under ASC 480, and put premium of $93,850 has been recognized with a charge to interest expense. During the year ended September 30, 2020, $2,200 of the principal was converted into common stock. The total accrued unpaid interest (also not converted) is $5,277 at September 30, 2020. The assigned notes are in default and there are cross-default terms in the original notes or the assignment documentation. Following conversions during the six months ended March 31, 2021 the principal balance was $0 at March 31, 2021 and $91,300 as of September 30, 2020. Accrued interest was $0 and $5,277 at March 31, 2021 and September 30, 2020, respectively. Put premiums of $91,300 were reclassified to additional paid in capital during the six months ended March 31, 2021. Under the terms of the June 1, 2018 consulting and services agreement with Livingston Asset Management, LLC, as amended on July 1, 2019, Livingston is to receive $20,000, per month including $3,000 cash and $17,000 in promissory notes. The notes bear interest of 10% per annum and mature in six month. The promissory notes issued after February 28, 2020 are convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the 30 trading days prior to conversion. The notes having a conversion feature are treated as stock settled debt under ASC 480 and a debt premium of $17,000 is recognized as interest expense on note issuance date. During the six months ended March 31, 2021, Livingston agreed to forgive seven months of service including the cash payments due which were recorded as accounts payable. A gain on debt extinguishment was recognized of $296,938 related to the principal, premiums and accrued interest during the six months ended March 31, 2021. The specific notes forgiven are indicated below. Convertible notes were issued to Livingston as follows: January 1, 2020 - $17,000 non-convertible note amended to original conversion terms, fully convertedt; March 1, 2020 - $17,000 note and accrued interest forgiven; April 1, 2020 - $17,000 note and accrued interest forgiven; May 1, 2020, $17,000 note and accrued interest forgiven; June 1, 2020 - $17,000 note and accrued interest forgiven; July 1, 2020 - $17,000 note and accrued interest forgiven; and August 1, 2020 - $17,000, note and accrued interest forgiven. Livingston has given the Company forbearance on fees for six months beginning September 1, 2020 through February 1, 2021. The forbearance was extended through June 1, 2021. On August 29, 2018 the Company entered into an agreement with a legal firm to provide securities related and other legal services which has no stipulated term. Under the agreement the Company will issue convertible notes with varying principal amounts for services. The first note was issued on August 29, 2018, for $6,000, interest of 12%, and a maturity date of February 28, 2019. The conversion feature allows for conversion into common shares at the lesser of: a) 70% of the share price on the date of the note; or b) 50% of the lowest bid price during the 30 trading days preceding the date of the notice of conversion. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair values of the embedded conversion option derivatives were determined using the Binomial valuation model. $10,435 was recognized as derivative liability with $6,000 charged to debt discount and $4,035 charged to derivative expense on issuance. The debt discount of $6,000 will be amortized to interest expense to the maturity date of the note. At March 31, 2019 the derivative fair value was determined to have decreased to $8,881. As the note reached its maturity date no further fair value adjustments will be recorded. For the year ended September 30, 2019, the $5,000, balance of the debt discount was charged to interest expense and debt discount balances was $0. During the six months ended March 31, 2021 the note principal was fully repaid in cash and the derivative liability was recognized as gain on extinguishment of debt ($2,851) and balance was reclassified to put premium. The following notes have been issued to the law firm, each having six month term to maturity and 12% annual interest but a change in the conversion terms such that a fixed discount of 50% of the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes have cross default provisions. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premiums equal to the face value of the notes with a charge to interest expense. The note principal amount was charged to professional fees during the month the note was issued. All notes issued prior to June 30, 2020, have reached their maturity and therefore are in technical default have a default interest rate of 18%. April 18, 2019, $6,000 – in default, sold and assigned to Trillium Partners LP on May 28, 2020 and fully converted as of March 31, 2021; May 18, 2019, $6,000 – in default, sold and assigned to Trillium Partners LP on May 28, 2020 and fully converted as of March 31, 2021; June 18, 2019, $6,000 – in default, sold and assigned to Trillium Partners LP on May 28, 2020 and fully converted as of March 31, 2021; July 18, 2019, $6,000– assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; August 18, 2019, $6,000– assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; September 18, 2019, $6,000– assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; October 18, 2019, $6,000– assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; November 18, 2019, $6,000– assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; December 18, 2019, $6,000– assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; January 18, 2020, $6,000– assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; March 18, 2020, $6,000 – assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; April 18, 2020, $6,000– assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; May 18, 2020, $6,000– assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; June 18, 2020, $6,000– assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; July 18, 2020, $6,000 - assigned to Trillium Partners LP on February 12, 2021 and fully converted as of March 31, 2021; August 18, 2020, $6,000 – principal fully repaid in cash; and September 18, 2020, $6,000– principal fully repaid in cash. It is the Company’s intention to pay the monthly fee in cash, therefore it expected that no new notes will be issued in conjunction with the monthly attorney service fees. The unconverted note’s principal above issued for legal services, have been converted as of March 31, 2021. Accrued interest due of $1,738 as of March 31, 2021, which is owed to the attorney. On November 13, 2018, the Company issued a convertible promissory note for $90,000 to a vendor in settlement of approximately $161,700 of past due amounts due for services. The note bears interest at 5%, matures on June 30, 2019 and is convertible into the Company’s common stock at 50% of the lowest closing bid price during the 20 trading days immediately preceding the notice of conversion. The note matured on June 30, 2019, there is no default penalty associated with the note, nor are there any cross-default provisions in the note. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $90,000 with a charge to interest expense for the notes. The unconverted principal, premium and accrued interest were $90,000, $90,000, and $14,993 as of September 30, 2020. At March 31, 2021 the principal, premium and accrued interest were $90,000, $90,000, and $20,340. On November 9, 2017, the Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge Partners, LLC (“Crown Bridge”) under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100, shares of the Company’s common stock at an exercise price of $350, as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $350. Under the terms of the note Crown Bridge was to receive “right of first refusal” for any subsequent loans or notes to fund the Company. The Company violated this covenant when funding was received from other sources without offering Crown Bridge the opportunity to participate. On December 20, 2017 the Company cured this covenant violation by issuing 200 additional warrants which have the same exercise price and terms of the original warrants. The warrants have full ratchet price protection and cashless exercise rights. The convertible note (the “Note”) issued to Crown Bridge in the principal amount of $105,000, has an original issue discount of $10,500 and issue costs of $19,000 both of which are recorded as debt discount along with the warrant relative fair value of $12,507 for the original 100, warrants and $31,529 for the penalty warrants to be amortized over the twelve month term of this tranche, bears interest of 10% (12% default rate) per annum, and has a maturity date of 12 months from the date of each tranche of payments under the Note with future tranches being at the discretion of Crown Bridge. The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company’s common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company’s common stock is less than $50, per share and no shares of the Company’s common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company’s common stock and the conversion shares contain piggy-back registration rights. The Note is subject to customary default provisions including an event of default if the bid price of the Company’s common stock is less than its par value of $.0001 per share. The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. As of September 30, 2018 the note holder fully converted principal and accrued interest into common shares. The debt premium on stock settled debt was fully recognized as additional paid in capital. On March 1, 2019, the Company received a second tranche advance under the Crown Bridge Partners, LLC, master note dated October 25, 2017, for principal amount of $35,000, including covered fees and original issue discount totaling $5,000. Under the conversion terms of the above note, the holder is entitled to a 35% discount plus an additional 10% discount based on the conversion rights of certain other note holders. Therefore a discount of 45% is assumed for any conversions of this note tranche. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $28,636 with a charge to interest expense. The original issue discount and fees charged were treated as debt discount and will be amortized to financing expenses over the term of the note. Following conversions during the year ended September 30, 2020 the principal balance and debt premium balances were reduced and the unamortized debt discount was $0, at September 30, 2020. The principal was increased by charges of $17,500 for technical default effective during the year ended September 30, 2020 and an additional put premium was calculated to be $26,250. The cross-default provisions of the note include defaults on any notes issued to third parties including any issued subsequent to the issuance of this note. The default charge and the put premium were charged to interest expense of June 30, 2020. The conversion discount increased to 60% as a result of the default. The principal and accrued interest were $2,766 and $6,325, respectively at March 31, 2021 and $2,766 and $6,187 at September 30, 2020. On July 12, 2019, the Company issued a convertible promissory note to Trillium Partners LP for cash in the amount of $10,000. The note bears interest at 10%, matures on January 11, 2020, and was convertible into the Company’s common stock at 50% of the lowest closing bid price on the 20 trading days immediately preceding the notice of conversion. The Company accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $10,000 with a charge to interest expense for the notes. On November 1, 2019, Trillium Partners LP amended the terms of the notes issued July 12, 2019, such that the note is no longer convertible into common stock. The principal balance of $10,000 was reclassified to notes and loans payable and the related put premium totaling $10,000 was recognized as a gain on debt extinguishment on the date of the amendment. The note issued to Trillium Partners LP, on July 12, 2019 was sold and assigned to Alpha Capital Anstalt on February 20, 2020. The assigned note became convertible as of the date of the assignment by virtue of an agreement between the Company and the new note holder. The terms of the note provide for conversion of principal and accrued interest at a 50% discount to the lowest closing bid price over the 20 days prior to conversion. The note matured on January 11, 2020 and therefore the default interest rate is 24%. There are no cross-default provisions in the note. The note has been accounted for as stock settled debt under ASC 480, and put premium of $10,395 was recognized with a charge to interest expense. The note balance and premium were $10,745 and $10,395, at September 30, 2020. Accrued interest was $1,854 at September 30, 2020. The note and accrued interest were fully converted during the six months March 31, 2021. The balance of put premium was reclassified to additional paid in capital upon conversion. On April 20, 2020, the Company issued a convertible promissory note to Geneva Roth Remark Holdings for $60,000, for $57,000, cash and fees of $3,000 (treated as OID to be amortized over the life of the note) having a 10% annual interest rate, maturity of April 20, 2021, and conversion right to a 42% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The cross-default terms in the note only include defaults on notes issued to related parties of the note holder. The Company treated the convertible note in accordance with ASC 480 Stock Settled Debt, and re | NOTE 10 - CONVERTIBLE NOTES PAYABLE AND ADVISORY FEE LIABILITIES The senior secured credit facility note balance and convertible debt balances consisted of the following at September 30, 2020 and 2019: 2020 2019 Principal $ 6,473,702 $ 6,207,266 Premiums 1,846,471 1,623,445 Unamortized discounts (9,223 ) (2,981 ) $ 8,310,950 $ 7,827,730 For the years ended September 30, 2020 and 2019, amortization of debt discount on the above convertible notes amounted to $6,242 and $72,519, respectively. Senior Secured Credit Facility Note - Default On September 13, 2016, the Company entered into a senior secured credit facility note with an investment fund for the acquisition of Howco. The Company can borrow up to $6,500,000, subject to lender approval, with an initial convertible promissory note at closing of $3,500,000 (the “Note”). The Note bears interest at a rate of 18% per annum, required monthly payments of $52,500, which is interest only, starting on October 13, 2016 through February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on March 13, 2018. In the event of default the Note balance will bear interest at 25% per annum. In connection with this Agreement, the Company was obligated to pay additional advisory fees of $850,000 payable in the form of cash or common stock in accordance with the terms of the Agreement. The Company was also required to reserve 7,000 shares of common stock related to this transaction. The reserved shares will be released upon the satisfaction of the loan. As of September 30, 2020 and 2019, the Company had issued 539, shares of common stock in satisfaction of the $850,000 advisory fee in accordance with the terms of the agreement, such shares being issued in September 2016. The proceeds from the sale of the 539, shares were to be applied to the $850,000 advisory fee due. Based upon the value of the shares, at the time the lender sells the shares, the Company may be required to redeem unsold shares for the difference between the $850,000 and the lender’s sales proceeds. Accordingly, the $850,000 was reflected as a current liability through December 31, 2017. In January 2018, in connection with a settlement agreement (see below), the accrued advisory fee was reclassified to the principal balance of the replacement Convertible Note. Through the date of the settlement agreement and through September 30, 2019 and September 30, 2020, the lender had not reported any proceeds from the sale of these shares (see below). Prior to the settlement agreement in January 2018, notwithstanding anything contained in the Agreement to the contrary, in the event the Lender has not realized net proceeds from the sale of Advisory Fee Shares equal to at least the Advisory Fee by the earlier to occur of: (A) September 13, 2017; (B) the occurrence of an Event of Default; or (C) the Maturity Date, then at any time thereafter, the Lender shall have the right, upon written notice to the Borrower, to require that the Borrower redeem all Advisory Fee Shares then in Lender’s possession for cash equal to the Advisory Fee, less any cash proceeds received by the Lender from any previous sales of Advisory Fee Shares, if any within five (5) Business Days from the date the Lender delivers such redemption notice to the Borrower. The Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company’s common stock during the 5 business days immediately prior to the conversion date. At any time and from time to time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Company and the Holder, this Note may be, at the sole option of the Holder, convertible into shares of the Company’s common stock, in accordance with the terms and conditions of the Note Upon liquidation by the Holder of Conversion Shares issued pursuant to a conversion notice, provided that the Holder realizes a net amount from such liquidation equal to less than the conversion amount specified in the relevant conversion notice, the Company shall issue to the Holder additional shares of the Company’s common stock equal to: (i) the Conversion Amount specified in the relevant conversion notice; minus divided by Once a default occurs, the Note and the $850,000 advisory fee payable will be accounted for as stock settled debt at its fixed monetary value. On March 13, 2017 the Company defaulted on the monthly principal and interest payment of $298,341. Due to this default, as of June 30, 2017, the Company has accounted for the embedded conversion option as stock settled debt and recorded a debt premium of $617,647 with a charge to interest expense, and the interest rate increased to 25% (default rate). On March 28, 2017, the Company entered into an additional agreement with the above senior secured credit facility lender to receive a range of advisory services for a total of $1,200,000 with no definitive terms or length of service which was expensed in fiscal 2017 and had been recorded as an accrued liability – advisory fees through December 31, 2017. In connection with the settlement agreement discussed below, in January 2018, the advisory services fees payable were reclassified to the principal balance of the replacement Convertible Note. On January 3, 2018, the Company entered into a settlement agreement (the “Settlement Agreement”) and replacement note agreements with the investment fund related to a senior secured credit facility note dated September 13, 2016. On the effective date of the Settlement Agreement, all amounts owed to the investment fund aggregated $5,788,642 and consisted of a convertible promissory note of $3,500,000, accrued interest payable of $238,642, and accrued advisory fees payable of $2,050,000. On the effective date of the Settlement Agreement, the amount due of $5,788,642 was split and apportioned into two separate replacement notes (“Replacement Note A” and Note B”). Replacement Note A had a principal amount of $1,000,000 and Replacement Note B had a principal balance of $4,788,642, both of which remained secured by the original security, pledge and guarantee agreements; and other applicable loan documents, and bear interest at 18% per annum. The default was not waived by this settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642 for accrued interest and advisory fees payable that were capitalized as note principal. The interest rate was amended to 12% effective June 12, 2018. The Credit Agreement was amended such that the maturity date was extended to January 13, 2019 (the “Extended Maturity Date”) for replacement Note B, while the Note A maturity date remained at March 13, 2018 but was due as of March 2017 due to the principal and interest payment default discussed above. Notwithstanding anything contained in this Agreement to the contrary, all obligations owing by the Company and all other Credit Parties under the Credit Agreement, First Replacement Note B, and all other Loan Documents shall be paid in full by the Extended Maturity Date as follows: $52,500 per month from January 13, 2018 to December 13, 2018 and the remaining principal and accrued interest on January 13, 2019. Interest payments made since the amendment have totaled $323,440 and are therefore not in accord with that amendment. However, TCA has received payments under the 3(a) (10) settlement (below) totaling $308,100 during the year ended September 30, 2018, and another $270,320, during the year ended September 30, 2019. The principal balance was $4,788,642 at September 30, 2018. On October 30, 2018, TCA the Company’s senior lender amended its credit facility which had been restructured in January 2018 when fees for advisory and other matters along with accrued but unpaid interest were capitalized and separated into two notes, Note A having $1,000,000 principal and Note B having $4,788,642 both having the same maturity terms, interest rates and conversion rights. Under the current amendment total amounts outstanding under the notes along with accrued interest of $537,643 has been capitalized with the principal amount due of $6,018,192, $5,326,285 for Note B and $691,907 for Note A. The restated note has the same conversion price discount and therefore continues to be stock settled debt under ASC 480, an additional $94,878 was charged to interest with a credit to debt premium. The restated note accrues interest on the principal balance at 12% per annum, includes amortization to the new maturity date of December 15, 2020. The amortization payments credited toward the principal amount and accrued interest vary and include payments made under the 3(a)(10) settlement agreement with a third party related to Note A. Economically the total principal and accrued interest outstanding remain unchanged as reported in the consolidated balance sheet. All other terms including conversion rights and a make-whole provision in the case of a conversion shortfall remain the same as stated in the footnotes above. On September 6, 2019, the Company received a default notice on its payment obligations under the senior secured credit facility agreement from TCA. The Company has proposed a number of solutions including refinancing the debt with other parties. The default was declared due to non-payment of monthly scheduled amortization (principal and interest). TCA holds security interests in all assets of the Company including its subsidiary Howco. The Company is in negotiation with the receiver appointed by the court related to the senior secured creditor’s claim and has proposed a preliminary settlement. At September 30, 2020 the principal of the Note B portion was $5,326,285, accrued interest was $1,099,250 and the Note A principal subject to the 3(a) (10) court order was $421,587. During the year ended September 30, 2020, the Company has not paid interest or principal and Livingston Asset Management (under the 3(a) (10) settlement) has not made any payments to TCA. On November 15, 2017, the Company executed a Liability Purchase Term Sheet with Livingston Asset Management (“Livingston”) under which Livingston agreed to purchase up to $10,000,000 that the Company owes to its creditors through direct purchase of the debts from the Company’s creditors in return for a convertible note issued by the Company in the principal amount of $50,000 bearing interest of 10% per year to cover certain legal fees and other expenses of Livingston. The note matures in six months and is convertible into shares of our common stock at a 30% reduction off the lowest closing bid price for 20 trading days prior to the date of conversion. Livingston has the right to retain 30% of any negotiated reduction off the face amount of the liability the Company owes to such creditors. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $21,428 with a charge to interest expense. The note and accrued interest were fully converted as of September 30, 2018 for 18,163, common shares. Debt premium of $21,428 was charged to additional paid in capital. On January 30, 2018 pursuant to the Liability Purchase Term Sheet, the TCA Replacement Note A in the principal amount of $1,000,000 was purchased by Livingston Asset Management LLC (“Livingston”) from the original lender. Principal of Replacement Note A is due to Livingston with all then accrued but unpaid interest due to the original lender. In accordance with the terms of the Settlement Agreement, the Court was advised of Company’s intention to rely upon the exception to registration set forth in Section 3(a) (l0) of the Securities Act to support the issuance of its common shares and the Court held a fairness hearing regarding the issuance on March 12, 2018. Following entry of an Order by the Court which occurred on March 12, 2018, in settlement of the claims, the Company shall issue and deliver to Livingston shares of its common stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth in the Settlement Agreement, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. The Company will issue free trading shares of its common stock under section 3(a) (10) of the Securities Act to Livingston in the amount of such judgment in a series of tranches so that Livingston will not own more than 9.99% of our outstanding shares per tranche. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by Livingston is equal to approximately $1,666,667 which is based on a discount of 40%. In the year ended September 30, 2020, there were no 3(a) (10) issuances. As of September 30, 2020, there have been seventeen issuances under section 3(a) (10) of the Securities Act totaling 1,374,885 shares; 1,273,261, in 2019, and 101,624, in 2018, which have been recorded at par value with an equal charge to additional paid-in capital. On November 17, 2019, 194,520 of the shares issued under the 3(a) (10) were cancelled at the request of Livingston. The value originally recorded as a liability remains in the convertible note balance, until these shares have been sold and reported to the Company by the lender as part of the Make-Whole provision at which time the proceeds value of such shares are reclassified to additional paid-in capital. During the year ended September 30, 2019, proceeds of $270,320 were remitted to TCA by Livingston and applied to reduce the liability with corresponding credits to additional paid in capital. $180,618 of debt premium was credited to additional paid in capital in conjunction with the payments to TCA. At September 30, 2020 the balance of $421,587 along with related debt premium of $281,054 are included in convertible notes payable on the balance sheet. On March 7, 2018 the Company entered into a placement agent and advisory agreement with Scottsdale Capital Advisors in connection with the Livingston liability purchase term sheet executed on November 15, 2017. The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company’s common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. The note has not been converted and the principal balance is $15,000, at both September 30, 2020 and 2019, with $4,293, and $2,789, of accrued interest, respectively. As the note has matured it is technically in default. Under the terms of the note no default interest or penalties accrue. Other Convertible Debt In July 2017, the FASB issued Accounting Standards Update No. 2017-11 Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815) (“ASU 2017-11”), which changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. ASU 2017-11 also clarifies existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, ASU 2017-11 requires entities that present earnings per share (EPS) in accordance with ASC Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For the Company, ASU 2017-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard on October 1, 2017. On June 1, 2018 the Company entered into a consulting and services arrangement with Livingston Asset Management which has no stipulated term. The arrangement provides for financial management services including accounting and related periodic reporting among other advisory services. Under the agreement the Company will issue to Livingston Asset Management Convertible Fee Notes having principal of $12,500, interest of 10% per annum, maturity of six or seven months. The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $12,500 with a charge to interest expense for each note. As of September 30, 2019, the following notes had been issued and converted as indicated: June 1, 2018, $12,500 principal, maturing December 31, 2018 – fully converted; July 1, 2018, $12,500 principal, maturing January 31, 2019 – fully converted; August 1, 2018, $12,500 principal maturing January 31, 2019 – fully converted; September 1, 2018, $12,500 principal, maturing February 28, 2019 – fully converted; October 1, 2018, $12,500 principal, maturing March 31, 2019 – fully converted; November 1, 2018, $12,500 principal, maturing April 30, 2019 – fully converted; December 1, 2018, $12,500 principal, maturing May 31, 2019 – partially converted, principal balance $10,375 at September, 30, 2019 – assigned to Alpha Capital Anstalt; January 1, 2019, $12,500 principal, maturing June 30, 2019 – assigned to Alpha Capital Anstalt; February 1, 2019, $12,500 principal, maturing July 31, 2019– assigned to Alpha Capital Anstalt; March 1, 2019, $12,500 principal, maturing August 31, 2019– assigned to Alpha Capital Anstalt; April 1, 2019, $12,500 principal, maturing September 30, 2019– assigned to Alpha Capital Anstalt; May 1, 2019, $12,500 principal, maturing October 31, 2019– assigned to Alpha Capital Anstalt; and June 1, 2019, $12,500 principal, maturing November 30, 2019– assigned to Alpha Capital Anstalt. The notes were charged to professional fees for each corresponding service month. The Company has accounted for each of the Convertible Fee Notes as stock settled debt under ASC 480 and recorded a debt premium of $12,500 each with a charge to interest expense. On September 30, 2019, the Company issued a convertible note to Livingston Asset Management for $51,000 ($17,000, for each of the months from July to September, 2019), under the same interest rate and conversion discount terms. The note matures on March 31, 2020. On November 1, 2019, Livingston Asset Management LLC amended the terms of the monthly fee notes issued between December 1, 2018 through September 30, 2019, totaling $136,375, in principal such that the notes are no longer convertible into common stock. The principal balance of $136,375 was reclassified to notes and loans payable and the related put premiums totaling $136,375 were recognized as gains on debt extinguishment on the date of the amendment. The $85,375 of principal from the Livingston Asset Management LLC notes issued December 1, 2018 through June 1, 2019, along with $8,475 of accrued interest were sold and assigned to Alpha Capital Anstalt, on February 20, 2020. The assigned notes became convertible as of the date of the assignment by virtue of an agreement between the Company and the new note holder. The terms of the notes provide for conversion of principal and accrued interest at a 50% discount to the lowest closing bid price over the 20 days prior to conversion. The notes have been accounted for as stock settled debt under ASC 480, and put premium of $93,850 has been recognized with a charge to interest expense. During the year ended September 30, 2020, $2,200 of the principal was converted into common stock. The total accrued unpaid (also not converted) is $5,277 at September 30, 2020. The assigned notes are in default and there are cross-default terms in the original notes or the assignment documentation. In April 2020, Livingston Asset Management LLC, sold and assigned its September 30, 2019, promissory notes to Tri-Bridge Ventures, LLC. The principal balance of $51,000 and accrued interest of $2,571 acquired at the date of the assignment. Tri-Bridge fully converted all principal and accrued interest by June 16, 2020. Under the terms of the June 1, 2018 consulting and services agreement with Livingston Asset Management, LLC, as amended on July 1, 2019, Livingston is to receive $20,000, per month including $3,000 cash and $17,000 in promissory notes. The notes bear interest of 10% per annum and mature in six month. The promissory notes issued after February 28, 2020 are convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the 30 trading days prior to conversion. The notes having a conversion feature are treated as stock settled debt under ASC 480 and a debt premium of $17,000 is recognized as interest expense on note issuance date. Convertible notes were issued to Livingston as follows: March 1, 2020 - $17,000; April 1, 2020 - $17,000; May 1, 2020, $17,000; June 1, 2020 - $17,000; July 1, 2020 - $17,000; and August 1, 2020 - $17,000. Accrued interest totaled $10,239 as of September 30, 2020. Livingston has given the Company forbearance on fees for six months beginning September 1, 2020 through February 1, 2021. On August 29, 2018 the Company entered into an agreement with a legal firm to provide securities related and other legal services which has no stipulated term. Under the agreement the Company will issue convertible notes with varying principal amounts for services. The first note was issued on August 29, 2018, for $6,000, interest of 12%, and a maturity date of February 28, 2019. The conversion feature allows for conversion into common shares at the lesser of: a) 70% of the share price on the date of the note; or b) 50% of the lowest bid price during the 30 trading days preceding the date of the notice of conversion. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair values of the embedded conversion option derivatives were determined using the Binomial valuation model. $10,435 was recognized as derivative liability with $6,000 charged to debt discount and $4,035 charged to derivative expense on issuance. The debt discount of $6,000 will be amortized to interest expense to the maturity date of the note. At March 31, 2019 the derivative fair value was determined to have decreased to $8,881. As the note reached its maturity date no further fair value adjustments will be recorded. For the year ended September 30, 2019, the $5,000, balance of the debt discount was charged to interest expense and debt discount balances was $0. The following notes have been issued to the law firm, each having six month term to maturity and 12% annual interest but a change in the conversion terms such that a fixed discount of 50% of the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes have cross default provisions. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premiums equal to the face value of the notes with a charge to interest expense. The note principal amount was charged to professional fees during the month the note was issued. All notes issued prior to December 31, 2019, have reached their maturity and therefore are in technical default have a default interest rate of 18%. September 4, 2018, $10,000 – Sold and assigned to Trillium Partners LP and fully converted; September 18, 2018, $6000– Sold and assigned to Trillium Partners LP, and fully converted; October 18, 2018, $6,000 – Sold and assigned to Trillium Partners LP and fully converted; November 18, 2018, $6,000 – Sold and assigned to Trillium Partners LP and fully converted; December 18, 2018, $6,000 – Sold and assigned to Trillium Partners LP, and fully converted; January 18, 2019, $6,000 – Sold and assigned to Trillium Partners LP on March 11, 2020 and fully converted; February 18, 2019, $6,000 – Sold and assigned to Trillium Partners LP on March 11, 2020 and fully converted; March 18, 2019, $6,000 – Sold and assigned to Trillium Partners LP on March 11, 2020 and fully converted; April 18, 2019, $6,000 – in default, sold and assigned to Trillium Partners LP on May 28, 2020; May 18, 2019, $6,000 – in default, sold and assigned to Trillium Partners LP on May 28, 2020; June 18, 2019, $6,000 – in default, sold and assigned to Trillium Partners LP on May 28, 2020; July 18, 2019, $6,000– in default; August 18, 2019, $6,000– in default; September 18, 2019, $6,000– in default; October 18, 2019, $6,000– in default; November 18, 2019, $6,000– in default; December 18, 2019, $6,000– in default; January 18, 2020, $6,000– in default; March 18, 2020, $6,000 – in default; April 18, 2020, $6,000; May 18, 2020, $6,000; June 18, 2020, $6,000; July 18, 2020, $6,000; August 18, 2020, $6,000; and September 18, 2020, $6,000, The unconverted notes above, issued for legal services have total accrued interest due of $9,291 at September 30, 2020, of which $2,980 is owed to Trillium Partners LP and $6,311, is owed to the attorney. On November 13, 2018, the Company issued a convertible promissory note for $90,000 to a vendor in settlement of approximately $161,700 of past due amounts due for services. The note bears interest at 5%, matures on June 30, 2019 and is convertible into the Company’s common stock at 50% of the lowest closing bid price during the 20 trading days immediately preceding the notice of conversion. The note matured on June 30, 2019, there is no default penalty associated with the note, nor are there any cross-default provisions in the note. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $90,000 with a charge to interest expense for the notes. The unconverted principal, premium and accrued interest were $90,000, $90,000, and $14,993 as of September 30, 2020. At September 30, 2019 the principal, premium and accrued interest were $90,000, $90,000, and $4,013. On November 9, 2017, the Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge Partners, LLC (“Crown Bridge”) under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100, shares of the Company’s common stock at an exercise price of $350, as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $350. Under the terms of the note Crown Bridge was to receive “right of first refusal” for any subsequent loans or notes to fund the Company. The Company violated this covenant when funding was received from other sources without offering Crown Bridge the opportunity to participate. On December 20, 2017 the Company cured this covenant violation by issuing 200 additional warrants which have the same exercise price and terms of the original warrants. The warrants have full ratchet price protection and cashless exercise rights. The convertible note (the “Note”) issued to Crown Bridge in the principal amount of $105,000, has an original issue discount of $10,500 and issue costs of $19,000 both of which are recorded as debt discount along with the warrant relative fair value of $12,507 for the original 100, warrants and $31,529 for the penalty warrants to be amortized over the twelve month term of this tranche, bears interest of 10% (12% default rate) per annum, and has a maturity date of 12 months from the date of each tranche of payments under the Note with future tranches being at the discretion of Crown Bridge. The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company’s common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company’s common stock is less than $50, per share and no shares of the Company’s common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company’s common stock and the conversion shares contain piggy-back registration rights. The Note is subject to customary default provisions including an event of default if the bid price of the Company’s common stock is less than its par value of $.0001 per share. The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. As of September 30, 2018 the note holder fully converted principal and accrued interest into common shares. The debt premium on stock settled debt was fully recognized as additional paid in capital. On March 1, 2019, the Company received a second tranche advance under the Crown Bridge Partners, LLC, master note dated October 25, 2017, for principal amount of $35,000, including covered fees and original issue discount totaling $5,000. Under the conversion terms of the above note, the holder is entitled to a 35% discount plus an additional 10% discount based on the conversion rights of certain other note holders. Therefore a discount of 45% is assumed for any conversions of this note tranche. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $28,636 with a charge to interest expense. The original issue discount and fees charged were treated as debt discount and will be amortized to financing expenses over the term of the note. Following conversions during the year ended September 30, 2020 the principal balance and debt premium balances were reduced and the unamortized debt discount was $0, at September 30, 2020. The principal was increased by charges of $17,500 for technical default effective during the year ended September 30, 2020 and an additional put premium was calculated to be $26,250. The cross-default provisions of the note include defaults on any notes issued to third parties including any issued subsequent to the issuance of this note. The default charge and the put premium were charged to interest expense of June 30, 2020. The conversion discount increased to 60% as a result of the default. The principal and accrued interest were $2,766 and $6,187, respectively at September 30, 20 Unamortized debt discount was $2,069, at September 30, 2019, principal was $35,000, and accrued interest was $2,402. On March 4, 2019, the Company issued a convertible promissory note to Redstart Holdings Corporation in the amount of $78,000. The note bears interest at 10%, matures on December 31, 2019, includes le |
Promissory Notes and Loans Paya
Promissory Notes and Loans Payable | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Notes and Loans Payable [Abstract] | ||
PROMISSORY NOTES AND LOANS PAYABLE | NOTE 10 - PROMISSORY NOTES AND LOANS PAYABLE The notes balance consisted of the following at March 31, 2021, and September 30, 2020: March 31, September 30, Principal loans and notes $ 1,008,498 $ 990,305 Discounts (131,724 ) (87,054 ) Total 876,774 903,251 Less Current portion (571,984 ) 903,251 Non-current $ 304,790 $ - On June 1, 2018 the Company entered into a consulting and services arrangement with Livingston Asset Management. The arrangement provides for financial management services including accounting and related periodic reporting among other advisory services. The agreement was amended on July 1, 2019 regard payment terms. Under the amended agreement the Company will issue to Livingston Asset Management Fee Notes having principal of $17,000, interest of 10% per annum, maturity of six or seven months. The Company will also pay $3,000 in cash due on the first of each month. Following the assignments during fiscal year 2020, to Alpha Capital Anstalt and TBV LLC, the principal and accrued interest of the promissory notes described below, held by Livingston totaled, $85,000 and $6,760, respectively at September 30, 2020. During the six months ended March 31, 2021, the conversion terms associated with the original October, November, December and January notes below were reinstated and the notes and accrued interest of $5,493, were converted into shares of common stock. The February note was forgiven by Livingston as of March 31, 2021. Following conversions, forgiveness and reclassification, the principal balance was $0, as of March 31, 2021. On October 1, 2019, the Company issued a promissory note to Livingston Asset Management LLC, for $17,000, under the terms of the agreement above. The note is now in default and there are no cross-default provisions in the note. The principal amount was charged to professional fees on the issuance date. The note bears interest at 10% and matures in six months. At September 30, 2020, accrued interest was $1,637. Conversion terms of the original note were reinstated and the note and accrued interest of $1,924 were fully converted into common stock during the six months ended March 31, 2021. $17,000 was charged to loss on debt extinguishment due to reinstatement of conversion feature treated as stock settled debt in accordance with ASC 480. On November 1, 2019, the Company issued a promissory note to Livingston Asset Management LLC, for $17,000, under the terms of the agreement above. The note is now in default and there are no cross-default provisions in the note. The principal amount was charged to professional fees on the issuance date. The note bears interest at 10% and matures in six months. At September 30, 2020, accrued interest was $1,495. Conversion terms were reinstated and the note and accrued interest of $1,799 were fully converted into common stock during the six months ended March 31, 2021. $17,000 was charged to loss on debt extinguishment due to reinstatement of conversion feature treated as stock settled debt in accordance with ASC 480. On December 1, 2019, the Company issued a promissory note to Livingston Asset Management LLC, for $17,000, under the terms of the agreement above. The note is now in default and there are no cross-default provisions in the note. The principal amount was charged to professional fees on the issuance date. The note bears interest at 10% and matures in six months. At September 30, 2020, accrued interest was $1,353. Conversion terms were reinstated and the note and accrued interest of $1,770 were fully converted into common stock during the six months ended March 31, 2021. $17,000 was charged to loss on debt extinguishment due to reinstatement of conversion feature treated as stock settled debt in accordance with ASC 480. On January 1, 2020, the Company issued a promissory note to Livingston Asset Management LLC, for $17,000, under the terms of the agreement above. The note is now in default and there are no cross-default provisions in the note. The principal amount was charged to professional fees on the issuance date. The note bears interest at 10% and matures in six months. The note principal balance was $17,000 at September 30, 2020 and accrued interest was $1,209. During the six months ended March 31, 2021, the principal and accrued interest were fully converted following an amendment to reinstate the original conversion terms. On February 1, 2020, the Company issued a promissory note to Livingston Asset Management LLC, for $17,000, under the terms of the agreement above. The note is now in default and there are no cross-default provisions in the note. The principal amount was charged to professional fees on the issuance date. The note bears interest at 10% and matures in six months The note principal of $17,000 and accrued interest of $1,491 were forgiven at March 31, 2021 and a gain on debt extinguishment was recognized for $18,491. On January 28, 2020, the Company's subsidiary Howco entered into a Payment Rights Purchase and Sale Agreement financing with EBF Partners, LLC, (merchant cash advance or "MCA") with a principal amount of $208,500. Howco received $147,355, in cash, net of original issue discount of $58,500, and legal and other fees totaling $2,645, which will be amortized to interest expense over the term of the financing. The CEO is a personal guarantor for the MCA. Howco will make payments each business day by way of an ACH withdrawal of $1,489, for 140 payments. The loan is secured by receipts from future revenue transactions. The principal balance was fully repaid as of September 30, 2020. On April 7, 2020, the Company through Howco, entered into a bank loan which is guaranteed by the Small Business Administration under the Paycheck Protection Plan for $220,710. The loan has a maturity of 24 months and an interest rate of .98%, which starts accruing on April 7, 2020. The loan will be forgiven provided the terms of forgiveness upon submission of a valid application for loan forgiveness when approved by the agent bank. The terms call for Howco to use 75% of the funded amount for payroll costs. Howco has put in place controls designed to ensure compliance with the terms of forgiveness. The amount forgiven will be recognized as gain on debt extinguishment when approved. Any amount that is not forgiven is to be paid over the 18 months following the 6 month deferral period. On January 20, 2021 the Company was notified by its bank that the Small Business Administration authorized full forgiveness of its Paycheck Protection Program Loan in the amount of $220,710. The forgiveness of debt was recognized as a gain on debt extinguishment for the amount forgiven. On June 2, 2020, the Company entered into a financing arrangement through its subsidiary Howco with Fora Financial Business Loans, LLC. Howco received $150,000, net of discounts totaling $60,000 and less legal and underwriting fees of $3,750 and prior loan payoff amount of $40,975. A total of $210,000 will be paid by direct debit of Howco's bank account of $854, for 245 daily installments payments. The Company will recognize a principal amount of $210,000 with debt discounts of $63,750, and liquidate the principal balance and related discounts from the 2019 financing. The Company's CEO is a personal guarantor on financing facility. At September 30, 2020, the principal balance was $140,854, with unamortized debt discount of $28,944, having a net balance of $111,910. As of December 31, 2020, the principal balance was $87,927, with unamortized debt discount of $11,473, having a net balance of $76,454. The balance of $75,975 on January 26, 2021 was fully liquidated upon funding of the IOU note discussed below. On June 17, 2020, the Company through Howco, entered into a loan directly with the Small Business Administration for $150,000. The loan term is thirty years and begins amortization one year from the date of promissory note to be issued upon funding. Amortization payments are $731 per month and include interest and principal of 3.75% from the date of funding. The loan is secured by the assets of Howco. As of March 31, 2021 and September 30, 2020, the principal balance is $150,000. On August 25, 2020, the Company entered into a financing arrangement through its subsidiary Howco with IOU Central Inc. Howco received $199,405 less fees of $595 and Original Issue Discount of $22,000 and deferred finance charges of $47,606, for a total of $70,201 to be amortized over the term of the note. A total of $269,606 will be paid by direct debit of Howco's bank account of $5,173, for 52 weekly payments and 1 payment of $620. The Company recognized a principal amount of $269,606 with debt discounts of $70,201. The Company's CEO is a personal guarantor on financing facility. At September 30, 2020, the principal balance was $243,742, with unamortized debt discount of $58,110 having a net balance of $185,632. As of December 31, 2020 the principal balance was $176,495, with unamortized debt discount of $26,544 having a net balance of $149,951. The principal balance of $152,318 on January 26, 2021 was fully liquidated upon funding of the IOU note discussed below. On September 11, 2020, the Company issued a promissory note in the amount of $150,000 to Trillium Partners LP and received the full amount of the note in cash. The note includes cross-default provisions. The note matures on March 31, 2021 and bears interest of 2%. The principal balance was $150,000 at September 30, 2020. During the six months ended March 31, 2021 the Company repaid $70,000 of note principal, and Trillium forgave $50,000 bringing the balance to $30,000 with accrued interest of $827. Default was given forbearance on the maturity date. On January 26, 2021, the Company entered into a financing arrangement through its subsidiary Howco with IOU Central Inc. Howco received $121,707, net of discounts totaling $119,929 fees of $595 and prior loan payoff amounts of $75,975 (FORA) and $152,318 (IOU prior note). A total of $462,524 will be paid by direct debit of Howco's bank account of $8,895, for 51 weekly payments and a final payment of $9,894. The Company will recognize a principal amount of $462,524 with debt discounts of $119,929, and liquidate the principal balance and related discounts from the FORA and IOU prior notes. The Company's CEO is a personal guarantor on financing facility. As of March 31, 2021, the principal balance is $373,577, with unamortized debt discount of $98,870, having a net balance of $274,707. On January 29, 2021, the Company issued a promissory note in the amount of $95,000 to Trillium Partners LP and received cash amounting to $93,692, and OID of $1,308. The note includes cross-default provisions. The note matures on July 31, 2021 and bears interest of 2%. The principal balance was $95,000 at March 31, 2021 with accrued interest of $316. On February 3, 2021, the Company issued a promissory note in the amount of $75,000 to Trillium Partners LP and received cash amounting to $73,085, and OID of $1,915. The note includes cross-default provisions. The note matures on July 31, 2021 and bears interest of 2%. The principal balance was $75,000 at March 31, 2021 with accrued interest of $230. On March 30, 2021, the Company entered into a financing arrangement through its subsidiary Howco with ODK Capital, LLC. Howco received $83,000 less fees of $2,075 and Original Issue Discount of $29,631 to be amortized over the term of the note. A total of $112,631 will be paid by direct debit of Howco's bank account of $2,166, for 52 weekly payments. The Company recognized a principal amount of $112,631, $2,075 charged to expense and debt discounts of $29,631. The Company's CEO is a personal guarantor of the financing facility. As of March 31, 2021 the principal balance is $112,631, with unamortized debt discount of $29,631 having a net balance of $83,000. In March 2021, the Company through Howco, entered into a bank loan which is guaranteed by the Small Business Administration under the Paycheck Protection Plan for $154,790. The loan has a maturity of 24 months and an interest rate of .98%. The loan will be forgiven provided the terms of forgiveness upon submission of a valid application for loan forgiveness when approved by the agent bank. The terms call for Howco to use the funds for specified purposes. Howco has put in place controls designed to ensure compliance with the terms of forgiveness. The amount forgiven will be recognized as gain on debt extinguishment when approved. Any amount that is not forgiven is to be paid over the 18 months following the 6 month deferral period. During the six months ended March 31, 2021, the Company issued seven notes payable totaling $17,500. The notes were issued for monthly fees ($2,500) for a service vendor and are issued the first day of the month and each has one year maturity and does not bear interest. The service arrangement was terminated in April 2021. | NOTE 11 - LOANS AND NOTES PAYABLE The notes balance consisted of the following at September 30, 2020 and 2019: 2020 2019 Principal loans and notes $ 990,305 $ 372,260 Discounts (87,054 ) (87,311 ) Total $ 903,251 $ 284,949 On October 17, 2018 Porta Pellex assigned $62,500 of the principal balance of its note to Trillium Partners LP along with $7,500 of accrued interest, leaving an unpaid balance of $62,500 plus accrued interest on Porta Pellex's original note. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. This modification was treated as a debt extinguishment. The modified note was treated as stock settled debt in accordance with ASC 480 and $62,500 was recorded as put premium with a charge to interest expense for the assigned and restated note. The Trillium Partners LP note principal and accrued interest was fully converted into 115,669 shares of common stock by November 27, 2018. On October 23, 2018 Porta Pellex assigned $62,500 all of the remaining principal balance of its note to Jefferson Street Capital LLC along with $7,500 of accrued interest. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at the lower of: 50% discount to the lowest bid price over the 20 trading days prior to conversion notification; or 50% of the lowest bid price during the 20 trading days prior to the closing date of the related assignment. This modification was treated as a debt extinguishment. In connection with the issuance of this Note, the Company determined that the terms of the modified Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, "Derivatives and Hedging – Contracts in an Entity's Own Stock", the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of assignment and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Binomial valuation model. In connection with this Note, on the initial measurement date of October 23, 2018, the fair values of the embedded conversion option derivative of $78,471 was recorded as derivative liabilities, $15,971 was charged to operations on the modification date as initial derivative expense, and $62,500 was recorded as a debt discount and is being amortized into interest expense over the expected holding period of the restated note. The Jefferson Street Capital LLC note principal and accrued interest was fully converted into 128,620 shares of common stock by December 5, 2018. A net loss on debt extinguishment of $14,057 was recorded during the year ended September 30, 2019. On August 15, 2019, the Company entered into a lending arrangement with Fora Business Loans, LLC for financing at Howco with Bantec as co-borrower, with a principal amount of $210,000. Howco received $146,250, in cash, $3,750 was charged to expenses and $60,000 was charged to original issue discount to be amortized over the life of the arrangement. Under the terms of the agreement Fora receives 245 payments of $854, for each business day followed by a final payment of $853. The lending agreement includes security interests in Howco assets and a personal guarantee from the CEO of the Company. The principal balance was $184,390 at September 30, 2019. Following a second financing with FORA (see below) the principal balance was $0 at June 2, 2020 and September 30, 2020. On September 18, 2019, the Company entered into a sale of future revenues arrangement with PIRS Capital, LLC for Howco with a purchase amount of $195,840. Howco received $149,541, as the purchase price in cash, $3,459 was charged to expenses and $42,840 was recorded as original issue discount to be amortized over the life of the arrangement. Under the terms of the agreement PIRS receives 172 payments of $1,139, for each business day to be repaid from the accounts receivable related to the future revenues: The lending agreement includes security interests in Howco assets and a personal guarantee from the CEO of the Company. This sale of future revenues is treated as debt and the principal balance was $187,870 at September 30, 2019 and was fully repaid as of September 30, 2020. On June 1, 2018 the Company entered into a consulting and services arrangement with Livingston Asset Management. The arrangement provides for financial management services including accounting and related periodic reporting among other advisory services. The agreement was amended on July 1, 2019 regard payment terms. Under the amended agreement the Company will issue to Livingston Asset Management Fee Notes having principal of $17,000, interest of 10% per annum, maturity of six or seven months. The Company will also pay $3,000 in cash due on the first of each month. Following the assignments during fiscal year 2020, to Alpha Capital Anstalt and TBV LLC, the principal and accrued interest of the promissory notes described below, held by Livingston totaled, $85,000 and $6,760, respectively at September 30, 2020. On October 1, 2019, the Company issued a promissory note to Livingston Asset Management LLC, for $17,000, under the terms of the agreement above. The note is now in default and there are no cross-default provisions in the note. The principal amount was charged to professional fees on the issuance date. The note bears interest at 10% and matures in six months. At September 30, 2020, accrued interest was $1,637. On November 1, 2019, the Company issued a promissory note to Livingston Asset Management LLC, for $17,000, under the terms of the agreement above. The note is now in default and there are no cross-default provisions in the note. The principal amount was charged to professional fees on the issuance date. The note bears interest at 10% and matures in six months. At September 30, 2020, accrued interest was $1,495. On December 1, 2019, the Company issued a promissory note to Livingston Asset Management LLC, for $17,000, under the terms of the agreement above. The note is now in default and there are no cross-default provisions in the note. The principal amount was charged to professional fees on the issuance date. The note bears interest at 10% and matures in six months. At September 30, 2020, accrued interest was $1,353. On January 1, 2020, the Company issued a promissory note to Livingston Asset Management LLC, for $17,000, under the terms of the agreement above. The note is now in default and there are no cross-default provisions in the note. The principal amount was charged to professional fees on the issuance date. The note bears interest at 10% and matures in six months. At September 30, 2020, accrued interest was $1,209. On February 1, 2020, the Company issued a promissory note to Livingston Asset Management LLC, for $17,000, under the terms of the agreement above. The note is now in default and there are no cross-default provisions in the note. The principal amount was charged to professional fees on the issuance date. The note bears interest at 10% and matures in six months. At September 30, 2020, accrued interest was $1,067. On January 28, 2020, the Company's subsidiary Howco entered into a Payment Rights Purchase and Sale Agreement financing with EBF Partners, LLC, (merchant cash advance or "MCA") with a principal amount of $208,500. Howco received $147,355, in cash, net of original issue discount of $58,500, and legal and other fees totaling $2,645, which will be amortized to interest expense over the term of the financing. The CEO is a personal guarantor for the MCA. Howco will make payments each business day by way of an ACH withdrawal of $1,489, for 140 payments. The loan is secured by receipts from future revenue transactions. The principal balance was fully repaid as of September 30, 2020. On April 7, 2020, the Company through Howco, entered into a bank loan which is guaranteed by the Small Business Administration under the Paycheck Protection Plan for $220,709. The loan has a maturity of 24 months and an interest rate of .98%, which starts accruing on April 7, 2020. The loan will be forgiven provided the terms of forgiveness upon submission of a valid application for loan forgiveness when approved by the agent bank. The terms call for Howco to use 75% of the funded amount for payroll costs. Howco has put in place controls designed to ensure compliance with the terms of forgiveness. The amount forgiven will be recognized as gain on debt extinguishment when approved. Any amount that is not forgiven is to be paid over the 18 months following the 6 month deferral period. The application for forgiveness has not been submitted and principal of $220,709 remained outstanding at September 30, 2020. On June 2, 2020, the Company entered into a financing arrangement through its subsidiary Howco with Fora Financial Business Loans, LLC. Howco received $150,000, net of discounts totaling $60,000 and less legal and underwriting fees of $3,750 and prior loan payoff amount of $40,975. A total of $210,000 will be paid by direct debit of Howco's bank account of $854, for 245 daily installments payments. The Company will recognize a principal amount of $210,000 with debt discounts of $63,750, and liquidate the principal balance and related discounts from the 2019 financing. The Company's CEO is a personal guarantor on financing facility. As of September 30, 2020, the principal balance is $140,854, with unamortized debt discount of $28,944, having a net balance of $111,910. On August 25, 2020, the Company entered into a financing arrangement through its subsidiary Howco with IOU. Howco received $199,405 less fees of $595 and Original Issue Discount of $22,000 and deferred finance charges of $47,606, for a total of $70,201 to be amortized over the term of the note. A total of $269,606 will be paid by direct debit of Howco's bank account of $5,173, for 52 weekly payments and 1 payment of $620. The Company recognized a principal amount of $269,606 with debt discounts of $70,201. The Company's CEO is a personal guarantor on financing facility. As of September 30, 2020, the principal balance is $243,742, with unamortized debt discount of $58,110 having a net balance of $185,632. On September 11, 2020, the Company issued a promissory note in the amount of $150,000 to Trillium Partners LP and received the fully amount of the note in cash. The note includes cross-default provisions. The note matures on March 31, 2021 and bears interest of 2%. The principal balance was $150,000 at September 30, 2020. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||
STOCKHOLDERS' DEFICIT | NOTE 11 - STOCKHOLDERS' DEFICIT Preferred Stock As of March 31, 2021, the Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock, with designations, voting, and other rights and preferences to be determined by the Board of Directors of which 4,999,750 remain available for designation and issuance. As of March 31, 2021, and September 30, 2020, the Company has designated 250 shares of $0.0001 par value Series A preferred stock, of which 250 shares are issued and outstanding. These preferred shares have voting rights per shareholder equal to the total number of issued and outstanding shares of common stock divided by 0.99. Common Stock On January 30, 2019 the Company's shareholders approved an increase in authorized common stock to 6,000,000,000 from 1,500,000,000, which became effective February 24, 2019. On August 6, 2019, the Company filed amendments with the Secretary of the State of Delaware, amending its articles of incorporation to execute a reverse stock split of 1 share for every 1,000 shares outstanding, and changing its name to Bantec, Inc. The name change and the stock split became effective in February 2020, and the transfer agent adjusted the outstanding shares for the reverse split on February 10, 2020. All share and per share related amounts in the accompanying consolidated financial statements and footnotes have been retroactively adjusted for all periods presented to recognize the reverse split. As of March 31, 2021, and September 30, 2020 there were 1,553,882,154, and 491,032,439, shares outstanding, respectively. Stock Incentive Plan The Company established its 2016 Stock Incentive Plan (the "Plan") that permits the granting of incentive stock options and other common stock awards. The maximum number of shares available under the Plan is 100,000 shares. The Plan is open to all employees, officers, directors, and non-employees of the Company. Options granted under the Plan will terminate and may no longer be exercised (i) immediately upon termination of an employee or consultant for cause or (ii) one year after termination of employment, but not later than the remaining term of the option. As of March 31, 2021, 82,327 awards remain available for grant under the Plan. S-1 Offerings and Issuances Under Subscription On July 20, 2020, the Company submitted an amendment to its registration statement filed on Form S-1 in response to comments on its original filing on June 8, 2020. The Company requested accelerated status and the registration statement became effective on July 23, 2020. The offering provides for the issuance of up to 1,500,000,000 shares of common stock at a price of $.00175, under subscriptions. The Company will use the proceeds for working capital and may seek to expand the business through investment. On March 5, 2021, the Company submitted a second registration statement filed on Form S-1. The Company requested accelerated status and the registration statement became effective on March 16, 2021. The offering provides for the issuance of up to 1,250,000,000 shares of common stock at a price of $.0175, under subscriptions. The Company will use the proceeds for working capital and may seek to expand the business through investment. Subscriptions Under Initial S-1 Offering Between October 7, 2020 and March 31, 2021, the Company issued 617,162,196 shares of common stock to Trillium Partners LP for $1,080,032 of cash under the terms of the S-1A offering statement. Subscriptions Under March 16, 2021 S-1 Offering On March 31, 2021, the Company issued 4,285,714 shares of common stock to Trillium Partners LP for $75,000 of cash under the terms of the March 16, 2021 S-1 offering statement. Common Stock Issued for Employee Compensation On October 22, 2020, the Company granted 1,000,000 shares of common stock to an employee, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $3,400 was charged to compensation expense. On October 22, 2020, the Company granted 5,000,000 shares of common stock to an employee, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $17,000 was charged to compensation expense. Shares Issued for non-employee Services On October 22, 2020, the Company issued 10,000,000 shares of common stock to a consultant for services rendered, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $34,000 was charged to consulting expense. Shares Issued in Conversion of Convertible Notes Between October 26 – 30, 2020, Geneva Roth Remark Holdings Inc. converted principal of $60,000 and accrued interest of $3,000 from its convertible note dated April 20, 2020 into 36,006,192 shares of common stock at contracted prices. Following the conversions, the balance of principal and accrued interest was $0. On November 24, 2020, Livingston Asset Management LLC converted principal of $17,000, accrued interest of $1,924 and fees of $1,025 into 16,623,800 shares of common stock at contracted prices. Following the conversion, the October 1, 2019 fee note principal and accrued interest were $0. On December 1, 2020, Livingston Asset Management LLC converted principal of $17,000, accrued interest of $1,799 and fees of $1,025 into 16,503,483 shares of common stock at contracted prices. Following the conversion, the November 1, 2019 fee note principal and accrued interest were $0. On December 11, 2020, Tri-Bridge Ventures LLC converted principal of $35,000 and accrued interest of $1,550 into 29,007,611 shares of common stock at contracted prices. Following the conversion, the May 14, 2020 note principal and accrued interest were $0. On December 15, 2020, Livingston Asset Management LLC converted principal of $17,000, accrued interest of $1,770 and fees of $1,025 into 19,794,860 shares of common stock at contracted prices. Following the conversion, the December 1, 2019 fee note principal and accrued interest were $0. Between December 15 – 16, 2020, Geneva Roth Remark Holdings Inc. converted principal of $53,000 and accrued interest of $2,650 from its convertible note dated June 9, 2020 into 46,375,000 shares of common stock at contracted prices. Following the conversions, the balance of principal and accrued interest was $0. On January 2, 2021 the Company issued 19,720,340 shares of common stock to Livingston Asset Management in conversion of $17,000 of principal, $1,695 of accrued interest and fees of $1,025, the contracted price per share of $0.001. The January 1, 2020 fee note and accrued interest were fully liquidated. On January 19, 2021 the Company issued 42,807,692 shares of common stock to Geneva Roth Remark in conversion of $53,000 of principal and $2,650 of accrued interest for their note issued on July 10, 2020 at the contracted price. The principal and accrued interest balances were $0 following the conversion. Between December 16, 2020 and February 12, 2021 Alpha Capital Anstalt converted principal of $91,300 and accrued interest of $8,038, into 81,972,474 shares of common stock at contracted prices. Following the conversion, the February 20, 2020 securities purchase agreement note (former LAM note) was fully converted. On February 12, 2021, Alpha Capital Anstalt converted principal of $10,745 and accrued interest of $967, into 6,330,449 shares of common stock at contracted prices. Following the conversion, the February 20, 2020 securities purchase agreement note (former Trillium note) was fully converted. On February 12, 2021, Trillium Partners LP converted principal of $90,000 and accrued interest of $16,200, into 95,301,000 shares of common stock at contracted prices. Fees of $2,710 were charged to expense and $90,000 of put premiums were reclassified to additional paid in capital. The principal and accrued interest on the fifteen fee notes originally held by an attorney and sold and assigned to Trillium were $0 and $0, respectively following the conversions (three). On March 2, 2021 the Company issued 14,958,904 shares of common stock to Geneva Roth Remark in conversion of $104,000 of principal and $5,200 of accrued interest for their note issued on August 28, 2020 at the contracted price. The principal and accrued interest balances were $0 following the conversion. Stock Options The Company recognizes compensation cost for unvested stock-based incentive awards on a straight-line basis over the requisite service period. There were no options granted under the 2016 Stock Incentive Plan for the six months ended March 31, 2021 and 2020. For the six months ended March 31, 2021 and 2020 the Company recorded $78,013 and $132,599 of compensation and consulting expense related to stock options, respectively. Total unrecognized compensation and consulting expense related to unvested stock options at March 31, 2021 amounted to $170,892. The weighted average period over which share-based compensation expense related to these options will be recognized is approximately 2 years. For the six months ended March 31, 2021, a summary of the Company's stock options activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2020 17,755 220.00 5.29 - - Outstanding at March 31, 2021 17,673 - - - - Exercisable at March 31, 2021 14,544 220.00 1.29 - - All options were issued at an options price equal to the market price of the shares on the date of the grant. Warrants On September 9, 2016, 500 5-year warrants exercisable at $10, per share were issued as part of the consideration for the Howco acquisition. These warrants were valued at aggregate of $180,000, and have no intrinsic value. On November 9, 2017, the Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100 shares of the Company's common stock at an exercise price of $350 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. On December 20, 2017 an additional 200 warrants were issued as a penalty and in order to entice Crown Bridge to waive its right of first refusal to provide additional financing under the terms of their convertible note. A debt discount of $44,036 was recorded for the relative fair market value of the total 300 warrants and amortized to interest expense as of September 30, 2018. The warrants have full ratchet price protection and cashless exercise rights (See Note 9). The warrant includes an anti-dilution clause that was triggered on June 4, 2018. On June 4, 2018 an unrelated convertible note holder became entitled to convert their note into common shares at a 60% discount to the stock's market price. The anti-dilution provision trigger in the warrant agreement entitled Crown Bridge to exercise its warrants under a formula that increased the number of common shares to 31,250 at a price of $3.60 per share. Due to the fact that the number of shares and exercise price can change due to market changes in the price of the common stock the Company has concluded to treat the warrants as derivatives and to revalue that derivative at each reporting date. Therefore, a derivative liability of $261,484 with a charge to additional paid in capital was recorded on June 4, 2018. As of March 31, 2021, the warrant was revalued and the warrant holder is entitled to exercise its warrants for 11,859,116 common shares and the related derivative liability is $144,937. For the six months ended March 31, 2021, a summary of the Company's warrant activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding and exercisable at September 30, 2020 25,484,484 $ .0019 2.11 $ - $ 71,866 Anti-dilution adjustment 13,624,868 Outstanding and exercisable at March 31, 2021 11,859,616 $ .00424 1.61 $ - $ 143,804 | NOTE 12 - STOCKHOLDERS' DEFICIT Preferred Stock As of September 30, 2020, the Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock, with designations, voting, and other rights and preferences to be determined by the Board of Directors of which 4,999,750 remain available for designation and issuance. As of September 30, 2020 and September 30, 2019, the Company has designated 250 shares of $0.0001 par value Series A preferred stock, of which 250 shares are issued and outstanding. These preferred shares have voting rights per shareholder equal to the total number of issued and outstanding shares of common stock divided by 0.99. Common Stock On January 30, 2019 the Company's shareholders approved an increase in authorized common stock to 6,000,000,000 from 1,500,000,000, which became effective February 24, 2019. On August 6, 2019, the Company filed amendments with the Secretary of the State of Delaware, amending its articles of incorporation to execute a reverse stock split of 1 share for every 1,000 shares outstanding, and changing its name to BANTEC, INC. (f/k/a BANTEK, INC.) The name change and the stock split became effective in February 2020, and the transfer agent adjusted the outstanding shares for the reverse split on February 10, 2020. All share and per share related amounts in the accompanying consolidated financial statements and footnotes have been retroactively adjusted for all periods presented to recognize the reverse split. As of September 30, 2020 and September 30, 2019 there were 491,032,439, and 3,255,346, shares outstanding, respectively. Stock Incentive Plan The Company established its 2016 Stock Incentive Plan (the "Plan") that permits the granting of incentive stock options and other common stock awards. The maximum number of shares available under the Plan is 100,000 shares. The Plan is open to all employees, officers, directors, and non-employees of the Company. Options granted under the Plan will terminate and may no longer be exercised (i) immediately upon termination of an employee or consultant for cause or (ii) one year after termination of employment, but not later than the remaining term of the option. As of September 30, 2020, 82,245 awards remain available for grant under the Plan. S-1 Offering and Issuances Under Subscription On July 20, 2020, the Company submitted an amendment to its registration statement filed on Form S-1 in response to comments on its original filing on June 8, 2020. The Company requested accelerated status and the registration statement became effective on July 2, 2020. The offering provides for the issuance of up to 1,500,000.000 shares of common stock at a price of $.00175, under subscriptions. The Company will use the proceeds for working capital and may seek to expand the business through investment. Subscription Under S-1 Offering Between August 5, 2020 and September 30, 2020, Trillium Partners LP was issued 151,221,142 shares of common stock at the offering price for a total of $264,637, in proceeds to the Company under the S-1 offering by subscription. Common Stock Issued for Employee Compensation Under the terms of the January 4, 2019 compensation agreement with the CFO, the Company was to issue 100 shares each month to the CFO. On March 13, 2019, the Company was obligated to, and issued 200 shares valued at the grant date quoted stock price of $1.00, for total of $200, charged to compensation expenses. On June 10, 2019, 1,500 common shares were issued to the CFO. The shares were valued at the issue date quoted stock price of $0.30. The shares issued covered shares owed in conjunction with the compensation agreement (300 shares) and 1,200 shares issued as severance compensation. $450 was charged to compensation expenses. Shares Issued for non-employee Services On March 1, 2019, under the Company's March 1, 2019, agreement with its technology support provider the Company is to issue common shares equal to $1,500 every month. The Company recognized the expense of $1,500, and authorized the issuance of 1,667, shares to the vendor as of March 31, 2019. On March 31, 2019, 10,000, common shares were issued to Tysadco Partners for the Company's investor relations firm as per the agreement for monthly payments in common shares of $4,000 per month totaling $16,000, which was fully recognized as expense as of March 31, 2019. The issuance settled the amounts due for October 20, 2018 through February 20, 2019. On May 3, 2019, the Company issued 8,000, common shares to its technology support provider, for services for April and May 2019. The shares were valued at $0.375, and $3,000, was charged to expense. On June 10, 2019, the Company issued 1,192, common shares to a consultant. The shares were valued at $0.30 per share, and $358, was charged to expense. On August 28, 2019, the Company issued 15,288, common shares to an attorney for services. The shares were valued at the stock price on the date the shares were issued at $0.0447, and $684, was charged to professional fees. On September 30, 2019, the Company approved the issuance of 240,000, restricted common shares to Tysadco Partners for the prior six months investor relation services. The shares were valued at $0.10 and $24,000, was charged to professional fees. On September 30, 2019, the Company approved the issuance of 32,500, restricted common shares to an individual for the prior four months of technology support services. The shares were valued at $0.1846 and $6,000, was charged to professional fees. On October 7, 2019, the Company entered into a one year agreement for professional services for a one-time fee to be paid with 50,000 common shares of restricted stock. The services relate mostly to technology and related internet media and website improvement. The shares were valued at $.05 per share based on the value of the services to be received for total expense of $2,500, charged to professional fees. On October 7, 2019, the Company entered into a one year agreement for professional services for a one-time fee to be paid with 25,000 common shares of restricted stock the services relate mostly to investor relations through internet media. The shares were valued at $.10 per share based on the value of the services to be received for total expense of $2,500, charged to professional fees. An additional 25,000 shares were authorized and issued to the service provider during the three months ended June 30, 2020. The shares were valued at $108. On December 31, 2019, the Company approved the issuance of 120,000 restricted common shares to Tysadco Partners for the prior three months investor relation services. The shares were valued at $12,000, and charged to professional fees. On December 31, 2019, the Company approved the issuance of 45,000 restricted common shares to an individual for the prior four months of technology support services. The shares were valued at $4,500, and charged to professional fees. On February 21, 2020, the Company issued 23,948 shares of common stock to an attorney in settlement of amounts owed of $456. All shares issued to employees and non-employees are valued at the quoted trading prices on the respective grant dates. Shares Issued Under 3(a)(10) The Company issued common shares to Livingston Asset Management, pursuant to its senior secured creditor's (TCA) Replacement Note A and the related 3(a)(10) settlement (see Note 10). Between March 14, 2018 and October 29, 2018, 101,624 common shares were issued by the Company and sold by Livingston, with 71,624 shares issued and sold through September 30, 2018, and the remaining 30,000 issued as of September 30, 2018 and sold as of November 22, 2018. The shares of the Company's common stock issued under section 3(a)(10) of the Securities Act, have been initially recorded at par value with an equal charge to additional paid-in capital and proceeds of $308,100 and pro rata note premium of $204,989 totaling $513,089 have been recorded as equity relating to these issued shares as of September 30, 2018. Between February 4, 2019 and September 30, 2019, 1,273,261 common shares were issued to Livingston of which 220,239 shares remained under Livingston's control as of September 30, 2019. The issuances totaling $127,328 were credited to common stock with the same amount charged to additional paid in capital until remitted to TCA (see below). Common Stock Sold for Settlement Payment of 3(a)(10) On November 22, 2018 Livingston Asset Management finalized sale of 30,000 shares of common stock and remitted a payment to TCA for $45,320 in partial settlement of TCA Note A under the terms of the 3(a)(10) agreement. The liability was reduced by $45,320. The principal reduction of $45,320 and related debt premium of $30,618 were recorded as additional paid in capital. Between February 4, 2019 and March 27, 2019, 645,728 shares were sold and settled. Livingston remitted payments of $225,000, in partial settlement of the TCA Note A, under the 3(a)(10) arrangement. The liability was reduced by $225,000; the principal reduction of $225,000 and the related debt premium of $150,000 were recorded as additional paid in capital. In total $270,320, was remitted to TCA reducing the related note from $691,907 to $421,587 during the year ended September 30, 2019 and $180,618 was charged to debt premium reducing the balance to $281,054 at September 30, 2019. Return and Cancellation of Unsold Shares of Common Stock from 3(a)(10) Arrangement Livingston Asset Management returned 194,520 unsold shares of common stock to the Company on November 7, 2019. The transfer agent cancelled the shares. Shares Issued for Warrant Exercise On October 17, 2018, Crown Bridge Partners was issued 35,420, common shares at $7.20, in a cashless exchange for 39,991 warrants surrendered. $68,232, was recorded as equity and derivative liabilities were reduced by the same amount. On January 4, 2019, Crown Bridge Partners was issued 52,101, common shares at $0.2235, in a cashless exchange for 58,230 warrants surrendered. $28,892, was recorded as equity and derivative liabilities were reduced by the same amount. On February 6, 2019, Crown Bridge Partners was issued 60,612 common shares at $0.6815, in a cashless exchange for 69,375, warrants surrendered. $41,307, was recorded as equity and derivative liabilities were reduced by the same amount. In total $138,430, was reclassified from derivative liability to additional paid in capital. Shares Issued for Conversion of Convertible Notes Between November 1, 2018, and December 5, 2018 Jefferson Street Capital was issued 128,620, common shares for conversion of principal related to the Porta Pellex note assignment and restatement (See Note 11). The note was converted at contractual rates and the shares issued had aggregate fair values on the conversion dates of $166,929. The note principal of $62,500, interest due of $7,500, and fees of $4,400, were fully liquidated as a result of the conversions. Derivative liabilities of $78,471 were reclassified to additional paid in capital, debt discount of $62,500 was amortized to interest expense and loss on debt extinguishment of $14,057 was recorded. Between November 6, 2018, and November 27, 2018 Trillium Partners LP was issued 115,669, common shares for conversion of $62,500, principal related to the Porta Pellex note assignment and restatement (See Note 11). The note principal of $62,500, accrued interest or $7,500, and fees of $2,290 were fully liquidated as a result of the conversions. The note was converted at contractual rates. Debt premiums of $62,500 were recorded as additional paid in capital. On January 8, 2019, Livingston Asset Management, LLC converted $9,500, of principal, $682, of accrued interest and $1,145, in fees for the fee note issued June 1, 2018, for 45,306, common shares at the contractual price of $0.25. $9,500, was reclassified from debt premium to additional paid in capital at conversion. The unliquidated balance of the fee note was $3,000, following the conversion. On January 18, 2019, Livingston Asset Management converted $3,000, of the remaining principal balance, $24, of accrued interest and $1,145, in fees for the fee note issued June 1, 2018, and $12,500, of principal, $678, of accrued interest and $1,145, in fees from the fee note issued July 1, 2018, for total of 73,968, shares of common stock at the contracted price of $0.25. $15,500, was reclassified from debt premium to additional paid in capital at conversion. The notes were fully liquidated following the conversions. On February 11, 2019, Livingston Asset Management converted $12,500, of principal, $654, of accrued interest and $1,145, in fees from the fee note issued August 1, 2018, for 47,664, common shares at the contracted price of $0.30. $12,500, was reclassified from debt premium to additional paid in capital at conversion. On March 18, 2019, Livingston Asset Management converted $12,500, of principal, $640, of accrued interest and $1,145, in fees from the fee note issued September 1, 2018, for 47,618, common shares at the contracted price of $0.30. $12,500, was reclassified from debt premium to additional paid in capital at conversion. For the Livingston Asset Management LLC conversions noted above from January 8, 2019 to March 18, 2019, total debt, interest and fees were $58,403, and related debt premium of $50,000, resulted in credits to equity of $108,403. On April 3, 2019, Livingston Asset Management converted $12,500, of principal, $627, of accrued interest and $1,250, in fees from the fee note issued October 1, 2018, for 71,884, common shares at the contracted price of $0.20. $12,500, was reclassified from debt premium to additional paid in capital at conversion. On June 19, 2019, Livingston Asset Management converted $12,500, of principal, $757, of accrued interest and $1,250, in fees from the fee note issued November 1, 2018, for 145,069, common shares at the contracted price of $0.10. $12,500, was reclassified from debt premium to additional paid in capital at conversion. On June 25, 2019, Livingston Asset Management converted $2,125, of principal, $658, of accrued interest and $1,250, in fees from the fee note issued November 1, 2018, for 80,651, common shares at the contracted price of $0.10. The remaining principal balance was $10,375, as of September 30, 2019. $2,125, was reclassified from debt premium to additional paid in capital at conversion. In total 336,461,204 shares of common stock were issued upon conversion of convertible notes and accrued interest during the year ended September 30, 2020 as follows: On October 22, 2019, the Company issued 142,857, shares of common stock to Redstart Holding Corporation, as it converted principal of $10,000, on its convertible note dated March 4, 2019, at the contractual rate of $0.07 per share. The balance of principal following the conversion was $68,000. On October 29, 2019, the Company issued 155,000, shares of common stock to Crown Bridge Partners, as it converted principal of $5,700, and $500, in fees on its convertible note dated March 1, 2019, at the contractual rate of $0.04 per share. The balance of principal following the conversion was $29,300. On November 19, 2019, the Company issued 71,429, shares of common stock to Redstart Holding Corporation, as it converted principal of $5,000, on its convertible note dated March 4, 2019, at the contractual rate of $0.07 per share. The balance of principal following the conversion was $63,000. On February 14, 2020, Redstart Holdings, converted $1,600, of principal from their note issued on March 2, 2019, for 158,416, shares of common stock, at the contracted price of $.0101. On February 25, 2020, Trillium Partners LP, holder through assignment of the September 8, 2018, fee note issued to an attorney for services was issued 322,875, shares of common stock at the contracted price of $.008 per share. Principal of $247, accrued interest of $1,331, and conversion fees of $1,005, were converted. On March 11, 2020, Trillium Partners LP, holder through assignment of the September 8, 2018, fee note issued to an attorney for services was issued 239,608, shares of common stock at the contracted price of $.00625 per share. Principal of $450, accrued interest of $43, and conversion fees of $1,005, were converted. On April 3, 2020, Trillium Partners LP, the holder through assignment of the September 8, 2018, fee note issued to an attorney for services was issued 367,385, shares of common stock at the contracted price of $0.005 per share. Principal of $370, accrued interest of $94, and conversion fees of $1,005, were converted. On April 15, 2020, Trillium Partners LP, the holder through assignment of the September 8, 2018, fee note issued to an attorney for services was issued 1,623,103, shares of common stock at the contracted price of $0.00155 per share. Principal of $1,350, accrued interest of $61, and conversion fees of $1,105, were converted. On April 16, 2020, Redstart Holdings, converted $5,300, of their note issued on March 2, 2019, for 963,636, shares of common stock, at the contracted price of $0.0055 On April 22, 2020, Redstart Holdings, converted $5,300, of their note issued on March 2, 2019, for 963,636, shares of common stock, at the contracted price of $0.0055. On April 22, 2020, Tri-Bridge converted $10,010, of the Livingston Asset Management LLC note issued on September 30, 2019, for $51,000 which was assigned to Tri-Bridge Ventures, LLC on April 9, 2020, into 2,008,093, shares of common stock, at $0.005, per share. On April 23, 2020, Alpha Capital Anstalt converted $2,200, of the Livingston Asset Management LLC, notes purchased on November 9, 2019, for 400,000, shares of common stock at the contracted price of $.0055. On April 29, 2020, Redstart Holdings, converted a $5,800, of their note issued on March 2, 2019, for 1,054,545, shares of common stock, at the contracted price of $0.0055. On May 1, 2020, Trillium Partners LP, the holder through assignment of the September 8, 2018, fee note issued to an attorney for services was issued 860,377, shares of common stock at the contracted price of $0.003 per share. Principal of $1,450, accrued interest of $26, and conversion fees of $1,105, were converted. On May 5, 2020, Trillium Partners LP, the holder through assignment of the September 8, 2018, fee note issued to an attorney for services was issued 643,232, shares of common stock at the contracted price of $0.0023 per share. Principal of $500, accrued interest of $3, and conversion fees of $1,105, were converted. On May 5, 2020, Redstart Holdings, converted $3,600, of their note issued on March 2, 2019, for 1,058,824, shares of common stock, at the contracted price of $0.0034. On May 7, 2020, Redstart Holdings, converted $3,100, of their note issued on March 2, 2019, for 1,033,333, shares of common stock, at the contracted price of $0.003. On May 12, 2020, Redstart Holdings, converted $3,800, of their note issued on March 2, 2019, for 1,055,556, shares of common stock, at the contracted price of $0.0036. On May 13, 2020, Trillium Partners LP, the holder through assignment of the September 8 & 18, 2018, fee notes issued to an attorney for services was issued 2,959,973, shares of common stock at the contracted price of $0.0025 per share. Principal of $4,958, accrued interest of $597, and conversion fees of $1,105, were converted. On May 14, 2020, Redstart Holdings, converted $4,300, of their note issued on March 2, 2019, for 1,482,759, shares of common stock, at the contracted price of $0.0029. On May 14, 2020, the Company issued 1,450,000, shares of common stock to Crown Bridge Partners, as it converted principal of $1,588, and $500, in fees on its convertible note dated March 1, 2019, at the contractual rate of $.00144 per share. On May 18, 2020, Tri-Bridge converted $6,752, of the Livingston Asset Management LLC note issued on September 30, 2019, for $51,000 which was assigned to Tri-Bridge Ventures, LLC on April 9, 2020, into 3,650,843, shares of common stock, at $0.00018, per share. On May 18, 2020, Trillium Partners LP, the holder through assignment of the September 8 and 18, 2018, fee notes issued to an attorney for services was issued 2,966,527, shares of common stock at the contracted price of $0.0015 per share. Principal of $1,170, accrued interest of $2,175, and conversion fees of $1,105, were converted. On May 18, 2020, Redstart Holdings, converted $3,800, of their note issued on March 2, 2019, for 1,461,538, shares of common stock, at the contracted price of $0.0026. On May 19, 2020, the Company issued 1,800,000, shares of common stock to Crown Bridge Partners, as it converted principal of $2,092, and $500, in fees on its convertible note dated March 1, 2019, at the contractual rate of $.00144 per share. On May 20, 2020, Redstart Holdings, converted $3,800, of their note issued on March 2, 2019, for 1,461,538, shares of common stock, at the contracted price of $0.0026. On May 21, 2020, Tri-Bridge converted $7,595, of the Livingston Asset Management LLC note issued on September 30, 2019, for $51,000 which was assigned to Tri-Bridge Ventures, LLC on April 9, 2020, into 4,340,119, shares of common stock, at $0.000175, per share. On May 22, 2020, the Company issued 2,100,000, shares of common stock to Crown Bridge Partners, as it converted principal of $2,440, and $500, in fees on its convertible note dated March 1, 2019, at the contractual rate of $.00144 per share. On May 25, 2020, Redstart Holdings, converted $3,800, of their note issued on March 2, 2019, for 1,461,333, shares of common stock, at the contracted price of $0.0024. On May 26, 2020, Redstart Holdings, converted $3,500, of their note issued on March 2, 2019, for 1,458,333, shares of common stock, at the contracted price of $0.0024. On May 26, 2020, Trillium Partners LP, the holder through assignment of the September 8 & 18, 2018, fee notes issued to an attorney for services was issued 2,961,147, shares of common stock at the contracted price of $0.0015 per share. Principal of $3,315, accrued interest of $22, and conversion fees of $1,105, were converted. On May 27, 2020, Redstart Holdings, converted a $6,600, of their note issued on March 2, 2019, for 2,869,565, shares of common stock, at the contracted price of $0.0023. On May 29, 2020, Redstart Holdings, converted $6,600, of their note issued on March 2, 2019, for 2,869,565, shares of common stock, at the contracted price of $0.0023. On May 29, 2020, Tri-Bridge converted $9,413, of the Livingston Asset Management LLC note issued on September 30, 2019, for $51,000 which was assigned to Tri-Bridge Ventures, LLC on April 9, 2020, into 5,705,136, shares of common stock, at $0.00165, per share. On June 1, 2020, Redstart Holdings, converted $6,600, of their note issued on March 2, 2019, for 2,869,565, shares of common stock, at the contracted price of $0.0023. On June 3, 2020, Redstart Holdings, converted $6,600, of their note issued on March 2, 2019, for 2,869,565, shares of common stock, at the contracted price of $0.0023. On June 3, 2020, Tri-Bridge converted $12,235, of the Livingston Asset Management LLC note issued on September 30, 2019, for $51,000 which was assigned to Tri-Bridge Ventures, LLC on April 9, 2020, into 7,415,359, shares of common stock, at $0.00165, per share. On June 5, 2020, Redstart Holdings, converted $6,300, of their note issued on March 2, 2019, for 2,863,636, shares of common stock, at the contracted price of $0.0022. On June 8, 2020, Redstart Holdings, converted $8,800, of their note issued on March 2, 2019, for 4,000,000, shares of common stock, at the contracted price of $0.0022. On June 10, 2020, Redstart Holdings, converted $5,300, of their note issued on March 2, 2019, along with accrued interest of $2,500, for 3,545,455, shares of common stock, at the contracted price of $0.0022. On June 10, 2020, the Company issued 3,800,000, shares of common stock to Crown Bridge Partners, as it converted principal of $4,136, and $500, in fees on its convertible note dated March 1, 2019, at the contractual rate of $.00122 per share. On June 11, 2020, Redstart Holdings, converted $1,400, of accrued interest from their note issued on March 2, 2019, for 636,364, shares of common stock, at the contracted price of $0.0022. The note principal and all accrued interest has now been fully liquidated. On June 11, 2020, Trillium Partners LP, the holder through assignment of the September 8 and 18, 2018, fee notes issued to an attorney for services was issued 2,202,427, shares of common stock at the contracted price of $0.0015 per share. Principal of $2,190, accrued interest of $9, and conversion fees of $1,105, were converted. The assigned notes dated September 8 and 18, 2018 were fully converted following the issuance. On June 16, 2020, Tri-Bridge converted $7,679, of the Livingston Asset Management LLC note issued on September 30, 2019, for $51,000 which was assigned to Tri-Bridge Ventures, LLC on April 9, 2020, into 5,882,100, shares of common stock, at $0.0013 per share. The assigned note was fully converted following the issuance. On June 18, 2020, Trillium Partners LP, the holder through assignment of the October 18, November 18 and December 18, 2018, fee notes issued to an attorney for services was issued 5,055,829, shares of common stock at the contracted price of $0.0017 per share. Principal of $6,000, accrued interest of $1,590, and conversion fees of $1,005, were converted. On June 26, 2020, Trillium Partners LP, the holder through assignment of the October 18, November 18 and December 18, 2018, fee notes issued to an attorney for services was issued 5,072,843, shares of common stock at the contracted price of $0.00115 per share. Principal of $3,300, accrued interest of $1,528, and conversion fees of $1,005, were converted. On June 26, 2020, Trillium Partners LP, the holder through assignment of the October 18, November 18 and December 18, 2018, fee notes issued to an attorney for services was issued 6,140,157, shares of common stock at the contracted price of $0.00115 per share. Principal of $4,600, accrued interest of $1,456, and conversion fees of $1,005, were converted. On July 14, 2020, Trillium Partners LP, the holder through assignment of the October 18, November 18 and December 18, 2018, fee notes issued to an attorney for services was issued 4,447,722, shares of common stock at the contracted price of $0.00115 per share. Principal of $4,100, accrued interest of $44, and conversion fees of $1,005, were converted. Following this conversion the balance of the three assigned notes was $0. On July 14, 2020, Trillium Partners LP, the holder through assignment of the January 18, February 18 and March 18, 2019, fee notes issued to an attorney for services was issued 7,312,600, shares of common stock at the contracted price of $0.00115 per share. Principal of $6,000, accrued interest of $1,404, and conversion fees of $1,005, were converted. On July 22, 2020, the Company issued 6,700,000, shares of common stock to Crown Bridge Partners, as it converted principal of $5,128, and $500, in fees on its convertible note dated March 1, 2019, at the contractual rate of $.00084 per share. On July 23, 2020, Trillium Partners LP, the holder through assignment of the January 18, February 18 and March 18, 2019, fee notes issued to an attorney for services was issued 12,997,096, shares of common stock at the contracted price of $0.00115 per share. Principal of $12,000, accrued interest of $2,617, and conversion fees of $1,005, were converted. The principal and accrued interest balances on the three assigned notes was fully converted following this conversion. On August 28, 2020, the Company issued 10,000,000, shares of common stock to Crown Bridge Partners, as it converted principal of $8,500, and $500, in fees on its convertible note dated March 1, 2019, at the contractual rate of $.0009 per share. On August 31, 2020, the Company issued 6,500,000, shares of common stock to Crown Bridge Partners, as it converted principal of $5,350, and $500, in fees on its convertible note dated March 1, 2019, at the contractual rate of $.0009 per share. On August 31, 2020, the Company issued 17,000,000, shares of common stock to Crown Bridge Partners, as it converted principal of $14,800, and $500, in fees on its convertible note dated March 1, 2019, at the contractual rate of $.0009 per share. Related Party Conversions On April 14, 2020, the Company's CEO was issued 15,000,000 shares of restricted common stock upon conversion of $23,250 in principal on the note issued January 19, 2019 as amended on April 14, 2020 at the contractual price of $0.0016. On July 24, 2020, the CEO, was issued 150,000,000, restricted shares of common stock upon conversion of $157,500 of principal on his January 19, 2019, note having an original principal amount of $200,000. The shares were priced at $.00105, in accordance with the conversion terms within the amendment on April 14, 2020. Following the conversion the principal was fully liquidated. Stock Options The Company recognizes compensation cost for unvested stock-based incentive awards on a straight-line basis over the requisite service period. There were no options granted under the 2016 Stock Incentive Plan for the years ended September 30, 2020 and 2019. For the year ended September 30, 2020 and 2019, the Company recorded $103,793 and $265,113 of compensation and consulting expense related to stock options, respectively. Total unrecognized compensation and consulting expense related to unvested stock options at September 30, 2020 amounted to $249,694. The weighted average period over which share-based compensation expense related to these options will be recognized is approximately 2 years. For the years ended September, 2020 and 2019, a summary of the Company's stock options activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2018 18,505 220.00 8.46 - - Forfeited (750 ) - - - - Outstanding at September 30, 2019 17,755 220.00 7.18 - - Outstanding at September 30, 2020 17,755 220.00 5.29 - - Exercisable at September 30, 2020 14,427 220.00 1.86 - - All options were issued at an options price equal to the market price of the shares on the date of the grant. Warrants On September 9, 2016, 500 5-year warrants exercisable at $10, per share were issued as part of the consideration for the Howco acquisition. These warrants were valued at aggregate of $180,000, and have no intrinsic value. On November 9, 2017, the Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100 shares of the Company's common stock at an exercise price of $350 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. On December 20, 2017 an additional 200,000 warrants were issued as a penalty and in order to entice Crown Bridge to waive its right of first refusal to provide additional financing under the terms of their convertible note. A debt discount of $44,036 was recorded for the relative fair market value of the total 300,000 warrants and amortized to interest expense as of September 30, 2018. The warrants have full ratchet price protection and cashless exercise rights (See Note10). The warrant includes an anti-dilution clause that was triggered on June 4, 2018. On June 4, 2018 an unrelated convertible note holder became entitled to convert their note into common shares at a 60% discount to the stock's market price. The anti-dilution provision trigger in the warrant agreement entitled Crown Bridge to exercise its warrants under a formula that increased the number of common shares to 31,250 at a price of $3.60 per share. Due to the fact that the number of shares and exercise price can change due to market changes in the price of the common stock the Company has concluded to treat the warrants as derivatives and to revalue that derivative at each reporting date. Therefore a derivative liability of $261,484 with a charge to additional paid in capital was recorded on June 4, 2018. As of September 30, 2020, the warrant was revalued and the warrant holder is entitled to exercise its warrants for 25,484,484 common shares and the related derivative liability is $119,777. For the years ended September 30, 2020 and 2019, a summary of the Company's warrant activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding and exercisable at Septe |
Defined Contribution Plan
Defined Contribution Plan | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Defined Contribution Plan [Abstract] | ||
DEFINED CONTRIBUTION PLAN | NOTE 12 - DEFINED CONTRIBUTION PLAN In August 2016, Bantec established a qualified 401(k) plan with a discretionary employer matching provision. All employees who are at least twenty-one years of age and no minimum service requirement are eligible to participate in the plan. The plan allows participants to defer up to 90% of their annual compensation, up to statutory limits. Employer contributions charged to operations for the six months ended March 31, 2021 and 2020, was $0 and $0, respectively. The Company's subsidiary, Howco, is the sponsor of a qualified 401(k) plan with a safe harbor provision. All employees are eligible to enter the plan within one year of the commencement of employment. Employer contributions charged to expense for the six months ended March 31, 2021 and 2020, was $4,882 and $4,575, respectively. | NOTE 13 - DEFINED CONTRIBUTION PLAN In August 2016, Bantec established a qualified 401(k) plan with a discretionary employer matching provision. All employees who are at least twenty-one years of age and no minimum service requirement are eligible to participate in the plan. The plan allows participants to defer up to 90% of their annual compensation, up to statutory limits. Employer contributions charged to operations for the years ended September 30, 2020 and 2019, was $0 and $0, respectively. The Company's subsidiary, Howco, is the sponsor of a qualified 401(k) plan with a safe harbor provision. All employees are eligible to enter the plan within one year of the commencement of employment. Employer contributions charged to expense for the years ended September 30, 2020 and 2019, was $29,364 and $30,683, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 13 - RELATED PARTY TRANSACTIONS On October 1, 2016, the Company entered into employment agreements with two of its officers. The employment agreement with the company's President and CEO provides for annual base compensation of $370,000 for a period of three years, which can, at the Company's election, be paid in cash or Common Stock or deferred if insufficient cash is available, and provides for other benefits, including a discretionary bonus and equity provision for the equivalent of 12 months' base salary, and an additional one-time severance payment of $2,500,000 upon termination under certain circumstances, as defined in the agreement. On September 16, 2019, Mr. Bannon's employment agreement was modified to provide an annual salary of $624,000. The Company recognized expenses of $312,000 for the six months ended March 31, 2021 and 2020 for the CEO's base compensation. On March 28, 2017, Bantec entered into an at-will employment agreement with Matthew Wiles as General Manager of Howco. Under the terms of the employment agreement, Mr. Wiles' compensation is $140,000 per annum and he also will be eligible for a bonus of 10% of Howco's gross profits over $1.25 million to be paid in cash after the annual financial statements have been completed and, if applicable, audited for filing with the SEC. Mr. Wiles will also receive options to acquire 250 shares of Bantec's common stock, vesting over five years in equal amounts on the anniversary date of his Employment Agreement. On September 16, 2019, Mr. Wiles' employment agreement was modified to provide salary of $275,000, and an annual bonus of 2% of net income. At the Company's discretion, salary and bonus may be paid in cash or stock and payment may be deferred. The difference between the amended agreement and salary paid by Howco is recorded in the accounts of the parent company. $67,000 was recognized as expense in the parent company's accounts for each of the six months ended March 31, 2021 and 2020. $207,428 and $140,178 were recorded as accrued salaries expense as of March 31, 2021 and September 30, 2020 respectively. The Company has certain convertible notes and other promissory notes payable to related parties (see Note 8). | NOTE 14 - RELATED PARTY TRANSACTIONS On October 1, 2016, the Company entered into employment agreements with two of its officers. The employment agreement with the company's President and CEO provides for annual base compensation of $370,000 for a period of three years, which can, at the Company's election, be paid in cash or Common Stock or deferred if insufficient cash is available, and provides for other benefits, including a discretionary bonus and equity provision for the equivalent of 12 months' base salary, and an additional one-time severance payment of $2,500,000 upon termination under certain circumstances, as defined in the agreement. On March 28, 2017, Bantec entered into an at-will employment agreement with Matthew Wiles as General Manager of Howco. Under the terms of the employment agreement, Mr. Wiles' compensation is $140,000 per annum and he also will be eligible for a bonus of 10% of Howco's gross profits over $1.25 million to be paid in cash after the annual financial statements have been completed and, if applicable, audited for filing with the SEC. Mr. Wiles will also receive options to acquire 250 shares of Bantec's common stock, vesting over five years in equal amounts on the anniversary date of his Employment Agreement. On September 16, 2019, Mr. Wiles' employment agreement was modified to provide salary of $275,000, and an annual bonus of 2% of net income. At the Company's discretion, salary and bonus may be paid in cash or stock and payment may be deferred. On January 30, 2019, the Company filed Form 8K announcing the Board of Directors appointment on January 5, 2019 of Jeffery L. Garon as member of the board and as the Company's chief financial officer. Under the terms of the January 4, 2019 compensation agreement with the CFO, the Company issues 100 shares each month to the CFO. The monthly stock awards are charged to compensation expense using the grant date quoted prices. During the year ended September 30, 2019, the Company was obligated to and issued 1,700 common restricted shares to the former CFO charging payroll expenses $600. The CFO resigned effective June 20, 2019. On September 16, 2019, the employment agreement with the President/CEO and discussed above was modified to provide salary of $624,000, and an annual bonus of 3% of net income. At the Company's discretion, salary and bonus may be paid in cash or stock and payment may be deferred. Shares of Common Stock Issued to CEO On April 14, 2020, the Company's CEO was issued 15,000,000 shares of restricted common stock in conversion of $23,250 in principal on the note issued January 19, 2019 as amended on April 14, 2020 at the contractual price of $0.0016. On July 24, 2020, the CEO, was issued 150,000,000, restricted shares of common stock in conversion of $157,500 of principal and $5,460 of accrued interest on his January 19, 2019, note having an original principal amount of $200,000. The shares were priced at $.00105, in accordance with the conversion terms within the amendment on April 14, 2020. Following the conversion the principal was fully liquidated. The Company has certain convertible notes and other promissory notes payable to related parties (see Note 9 and 18). |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 - INCOME TAXES The Company recognizes deferred tax assets and liabilities for the tax effects of differences between the financial statement and tax basis of assets and liabilities. A valuation allowance is established to reduce the deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. As of September 30, 2020, the Company has net operating loss carryforwards of approximately $12,096,000 to reduce future taxable income. Of the $12,096,000, approximately $9,222,000, can be used through 2039, and $2,874,438 may be carried forward indefinitely. A valuation allowance for the entire amount of deferred tax assets has been established as of September 30, 2020 and 2019. The provision for (benefit from) income taxes consists of the following: Year Ended Year Ended Current Federal $ - $ - State - - - - Deferred Federal - - State - - - - Total income tax provision (benefit) $ - $ - A reconciliation of the provision for income taxes at the federal statutory rates of 21% to the Company's provision for income tax is as follows: Year Ended Year Ended U.S. Federal (tax benefit) provision at statutory rate $ (908,947 ) $ 1,494,183 State (tax benefit) income taxes, net of federal benefit (365,743 ) (601,231 ) Permanent differences 719,942 1,017,899 True up 2,323,938 (575,537 ) Change in Federal tax rate - - Changes in valuation allowance (1,769,189 ) 1,653,052 Total $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company's deferred tax assets and liabilities for the periods presented: September 30, September 30, Deferred Tax Assets Stock-based compensation $ 811,285 $ 845,730 Accrued salary - unpaid 768,803 569,388 Net operating losses 3,562,416 5,496,575 Other - - Total deferred tax assets 5,142,504 6,911,693 Valuation allowance (5,142,504 ) (6,911,693 ) Net deferred tax assets - - Deferred Tax Liabilities Identifiable intangibles - Howco Purchase - - Total deferred tax liabilities - - Net deferred tax $ - $ - The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the deferred tax assets in the U.S. can be realized as of September 30, 2020 and 2019, accordingly, the Company has recorded a full valuation allowance on its U.S. deferred tax assets. The Company files income tax returns in the United States on federal basis and various states. The Company is not currently under any international or any United States federal, state and local income tax examinations for any taxable years. All of the Company's net operating losses are subject to tax authority adjustment upon examination. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 14 - COMMITMENTS AND CONTINGENCIES Contingencies Legal Matters On February 6, 2018 the Company sent a letter to the previous owners of Howco Distributing Co. ("Howco") alleging that they made certain financial misrepresentations under the terms of the Stock Purchase Agreement by which the Company acquired control of Howco during 2016. The Company claimed that the previous owners took excessive amounts of cash from the business prior to the close of the merger. On March 13, 2018 the Company filed a lawsuit against the previous owners by issuing a summons. On April 12, 2018, the Company received the Defendants' answer. On July 22, 2019, the Company was granted a dismissal without prejudice of the lawsuit filed against the previous owners of Howco. The Company is currently in talks with the previous owners of Howco to settle an outstanding note. There is an oral agreement to pay the previous owners $3,000 a month until a written settlement can be reached. During the six months ended March 31, 2021 the Company has repaid $9,000. In connection with the merger in fiscal 2016, with Texas Wyoming Drilling, Inc., a vendor has a claim for unpaid bills of approximately $75,000 against the Company. The Company and its legal counsel believe the Company is not liable for the claim pursuant to its indemnification clause in the merger agreement. On February 11, 2019, the Supreme Court of the State of New York issued a summons to the former CFO of the Company, to appear before the court to answer the Company's complaint seeking payment under a personal guarantee of the defendant to provide half of any compensation paid to the former Chief Strategy Officer. The Company is seeking $300,000 from the defendant relating to the November 27, 2018 settlement agreement with the former Chief Strategy Office for $600,000. The former CFO has responded to the suit and has filed a motion to dismiss the Company's suit during August of 2019. The judge presiding ruled to dismiss the defendant's motion. Currently, the Company is in discussion with the former CFO's legal counsel to resolve the matter. On April 10, 2019, a former service provider filed a complaint with three charges with the Superior Court Judicial District of New Haven, CT seeking payment for professional services. The Company has previously recognized expenses of $218,637, which remain unpaid in accounts payable. The Company has retained an attorney who is currently working to address the complaint. On August 9, 2019 the Company filed a motion to dismiss the charge of unjust enrichment. The judge granted the Company's motion to dismiss. The Company, through its attorney, is working to negotiate a settlement. During the year ended September 30, 2019, two vendors have asserted claims for past due amounts of approximately $59,000, arising from services provided. The Company has fully recognized in accounts payable the amounts associated with these claims and expects to resolve the matters to satisfaction of all parties. Settlements On January 29, 2018, the Company entered into a settlement agreement and mutual release with a vendor who had provided public relations and other consulting services whereby the Company shall pay to this vendor an aggregate amount of $60,000 of which $30,000 was paid on February 2, 2018. The Company was to have paid ten monthly payments of $3,000 per month beginning on February 29, 2018. The vendor is to return 400 common shares of the Company's common stock which will be cancelled upon satisfaction of the liability. The liability is recorded at $21,000 as of March 31, 2021 and September 30, 2020. The Company is in default of the settlement. On November 13, 2018 the Company and a vendor agreed to settle $161,700 in past due professional fees for a convertible note in the amount of $90,000. The note bears interest at 5% and matures in July 2019, and has a fixed discount conversion feature. The note is now past due and remains unconverted at March 31, 2021; however there is no default interest of penalty associated with the default. The accrued balance as accounts payable of $71,700 was recognized as a gain on debt extinguishment upon receipt of the waiver and release from the vendor in fiscal 2019. On December 30, 2020, a Howco vendor filed a lawsuit seeking payment of past due invoices totaling $276,430 and finance charges of $40,212. The Company has recorded the liability for the invoices in the normal course of business. $40,212 has been recognized as expense for the finance charges and the accounts payable balance is $351,006 as of March 31, 2021. Management at Howco as well as a consultant are in negotiation with the vendor and their legal counsel and have arrived at a likely settlement to the matter. On January 13, 2021 Howco entered into a payment arrangement (promissory note) with Pacific Power LLC. The principal amount owed to this supplier is $279,323 with an accumulated interest of $60,437. Howco will pay Pacific Power LLC $5,000 a month starting on February 1, , On February 8, 2021 Howco entered into a settlement agreement with Cummins Inc. Howco has agreed to pay $43,358 plus interest to Cummins Inc. over the next two years. Howco will make six monthly installments of not less than $1,500 a month for the first six months and $2,000 a month thereafter until liquidated. Following payments during the six months ended March 31, 2021 the balance recorded in accounts payable is $36,548. As of March 31, 2021, the Company has received demand for payment of past due amounts for services by several consultants and service providers. The Impact of COVID-19 The Company is a wholesale vendor to the Department of Defense through its wholly owned subsidiary, Howco and is directly involved in distribution and integration of advanced low altitude UAV systems, services and products. Both the wholesale vendor and the integration/distribution aspects of the Company's business have been affected due to the COVID-19 social distancing requirements mandated by the federal, state and local governments where the Company's operations occur. For some businesses, like the Company's, much of the integration and distribution of its core products and delivery of its core services cannot always be done through "virtual" means, and even when this is possible, it requires significant capital and time to achieve. During the six months ended March 31, 2021 sales and shipments at Howco have continued at a lower rate than during the six months ended March 31, 2020. Commitments Lease Obligations The Company entered into an agreement with a manufacturer in Pismo Beach, California. The agreement provides for certain services to be provided by the manufacturer as needed by the Company. The agreement has an initial term of three years with one year renewals. In connection with this agreement, the Company has agreed to sublease space based in San Luis Obispo, California from the manufacturer for the purposes of the development and manufacturing of unmanned aerial vehicles. The lease provides for base monthly rent of approximately $15,000 for the initial term to be increased to $16,500 per month upon extension. The lease term begins February 1, 2017 and expires January 31, 2019 with the option to extend the term an additional 24 months. However, the Company never took possession of the premises and in July 2017, the Company made a decision to not take possession of the premises. The Company is in default of the rent payments and had received oral demand for payments. As of March 31, 2021, the Company has not made any of the required monthly rent payments in connection with this agreement. During fiscal 2017, the Company had expensed and accrued into accounts payable the remaining amounts due under the term of the lease for a total accrual of $360,000 pursuant to ASC 420-10-30. This balance remains accrued as of March 31, 2021 and September 30, 2020. On April 16, 2020 the Company's subsidiary Howco renewed its office and warehouse lease in Vancouver, WA for a term commencing on June 1, 2020 extending through June 1, 2023 at an initial monthly rent of approximately $5,154. The lease requires monthly payments including base rent plus CAM with annual increases. The Company recognized a right-of-use asset of and a lease liability of $156,554, which represents the fair value of the lease payments calculated as present value of the minimum lease payments using a discount rate of 10% on date of the lease renewal in accordance with ASC 842. The asset and liability will be amortized as monthly payments are made and lease expense will be recognized on a straight-line basis over the term of the lease. Right of use asset (ROU) is summarized below: March 31, Operating lease at inception - June 2, 2020 $ 156,554 Less accumulated reduction (44,477 ) Balance ROU asset as of March 31, 2021 $ 112,077 Operating lease liability related to the ROU asset is summarized below: Operating lease liabilities at inception - June 2, 2020 $ 156,554 Reduction of lease liabilities (43,491 ) Total lease liabilities - March 31, 2021 $ 113,063 Less: current portion (52,181 ) Lease liabilities, non-current $ 60,882 Non-cancellable operating lease total future payments at March 31, 2021 are summarized below: Total minimum operating lease payments $ 137,558 Less discount to fair value (24,495 ) Total lease liability at March 31, 2021 $ 113,063 Future minimum lease payments under non-cancellable operating leases at March 31, 2021 are as follows: Years ending September 30, Amount 2021 $ 46,722 2022 63,369 2023 42,929 Total minimum non-cancelable operating lease payments $ 153,020 For the six months ended March 31, 2021 and 2020, rent expense for all leases amounted to $30,924 and $30,552, respectively. In December 2019, the Company relocated its primary office to 195 Paterson Avenue, Little Falls, New Jersey, under a one-year lease with a renewal option having monthly payments of $500. The lease has not been renewed as of March 31, 2021; however, the property manager has agreed to month-to-month payments. Profit Sharing Plan (for Howco) On April 13, 2018, Howco announced to its employees a Company-wide profit-sharing program. The employee profit share is equal to their annual salary divided by the Company's total annual payroll and multiplied by 10% of net income for the fiscal year. During the six months ended March 31, 2021 and 2020 the employees earned $0 and $0, under this plan. Notice of Default On September 6, 2019, the Company received a notice of default under its senior secured credit facility with TCA, for non-payment of amounts due among other matters. Left uncured the default remedies include seizure of operating assets such as the Company's subsidiary. Additionally, the default may trigger cross default provisions under agreements with other creditors. During the year ended September 30, 2020, Crown Bridge Partners notified the Company of a default on their convertible note dated March 1, 2019. The principal was increased by charges of $17,500 for technical default effective June 30, 2020 and an additional put premium was calculated to be $26,250. Management believes that following conversions to common stock during fiscal year 2020, the principal and interest owed totaled approximately $9,100 as of March 31, 2021. Directors' & Officers' Insurance Policy Expiration On October 11, 2019, the Company's insurance policy covering directors and officers expired and the carrier declined to renew the policy. The Company is working with its broker and other carriers to obtain coverage. This lapse of insurance coverage exposes the Company to the risk associated with its indemnification of its officers against legal actions by third parties as outlined in the officers' employment agreements as amended on September 16, 2019. | NOTE 16 - COMMITMENTS AND CONTINGENCIES Contingencies Legal Matters On February 6, 2018 the Company sent a letter to the previous owners of Howco Distributing Co. ("Howco") alleging that they made certain financial misrepresentations under the terms of the Stock Purchase Agreement by which the Company acquired control of Howco during 2016. The Company claimed that the previous owners took excessive amounts of cash from the business prior to the close of the merger. On March 13, 2018 the Company filed a lawsuit against the previous owners by issuing a summons. On April 12, 2018, the Company received the Defendants' answer. On July 22, 2019, the Company was granted a dismissal without prejudice of the lawsuit filed against the previous owners of Howco. The Company and the previous owners are in discussion to settle the matter as of September 30, 2020. In connection with the merger in fiscal 2016, with Texas Wyoming Drilling, Inc., a vendor has a claim for unpaid bills of approximately $75,000 against the Company. The Company and its legal counsel believe the Company is not liable for the claim pursuant to its indemnification clause in the merger agreement. On February 11, 2019, the Supreme Court of the State of New York issued a summons to the former CFO of the Company, to appear before the court to answer the Company's complaint seeking payment under a personal guarantee of the defendant to provide half of any compensation paid to the former Chief Strategy Officer. The Company is seeking $300,000 from the defendant relating to the November 27, 2018 settlement agreement with the former Chief Strategy Office for $600,000. The former CFO has responded to the suit and has filed a motion to dismiss the Company's suit during August of 2019. The judge presiding ruled to dismiss the defendant's motion. Currently, the Company is in discussion with the former CFO's legal counsel to resolve the matter. On April 10, 2019, a former service provider filed a complaint with three charges with the Superior Court Judicial District of New Haven, CT seeking payment for professional services. The Company has previously recognized expenses of $218,637, which remain unpaid in accounts payable. The Company has retained an attorney who is currently working to address the complaint. On August 9, 2019 the Company filed a motion to dismiss the charge of unjust enrichment. The judge granted the Company's motion to dismiss. The Company, through its attorney, is working to negotiate a settlement. During the year ended September 30, 2019, two vendors (The Equity Group and Toppan Vintage) have asserted claims for past due amounts of approximately $59,000, arising from services provided. The Company has fully recognized in accounts payable the amounts associated with these claims and expects to resolve the matters to satisfaction of all parties. The Impact of COVID-19 The Company is a wholesale vendor to the Department of Defense through its wholly owned subsidiary, Howco and is directly involved in distribution and integration of advanced low altitude UAV systems, services and products. Both the wholesale vendor and the integration/distribution aspects of the Company's business have been affected due to the COVID-19 social distancing requirements mandated by the federal, state and local governments where the Company's operations occur. For some businesses, like the Company's, much of the integration and distribution of its core products and delivery of its core services cannot always be done through "virtual" means, and even when this is possible, it requires significant capital and time to achieve. During the year ended September 30, 2020 sales and shipments at Howco have continued at a lower rate than during the year ended September 30, 2019. It is anticipated that there may be a higher impact on the Company's operations of COVID-19 being realized during the year ended September 30, 2020, however the Company cannot assess the financial impact of the related COVID-19 restrictions as compared to other economic and business factors. Settlements On January 29, 2018, the Company entered into a settlement agreement and mutual release with a vendor who had provided public relations and other consulting services whereby the Company shall pay to this vendor an aggregate amount of $60,000 of which $30,000 was paid on February 2, 2018. The Company was to have paid ten monthly payments of $3,000 per month beginning on February 29, 2018. The vendor is to return 400 common shares of the Company's common stock which will be cancelled upon satisfaction of the liability. The liability is recorded at $21,000 as of September 30, 2020 and 2019. The Company is in discussion with the vendor to address the past due amounts. On November 13, 2018 the Company and a vendor agreed to settle $161,700 in past due professional fees for a convertible note in the amount of $90,000. The note bears interest at 5% and matures in July 2019, and has a fixed discount conversion feature. The note is now past due and remains unconverted at September 30, 2020; however there is no default interest of penalty associated with the default. The accrued balance as accounts payable of $71,700 was recognized as a gain on debt extinguishment upon receipt of the waiver and release from the vendor. During 2016, Company entered into an employment agreement with the Company's former Chief Strategy Officer which provided for annual base compensation of $400,000 for a period of three years and provided for other additional benefits as defined in the agreement including a signing bonus of $100,000 payable during the first year of employment. During November 2018 the Company reached an agreement and executed a related stipulation and payment terms agreement stemming from the legal action by the former Chief Strategy Officer for improper termination. The plaintiff agreed to accept $600,000 in payments. The first scheduled payment of $200,000 was made on December 20, 2018 in accordance with the settlement terms. Twelve monthly payments of approximately $33,333 were due starting on January 15, through December 15, 2019. As of December 31, and September 30, 2019, unpaid balance related to the settlement were $54,000 and $131,724, respectively. The amount owed under the settlement was approximately $54,000, at December 31, 2019, which was paid on February 27, 2020, to the US Department of Treasury for taxes and other Federal obligations withheld along with employer payroll taxes. On December 30, 2020, a Howco vendor filed a lawsuit seeking payment of past due invoices totaling $276,430 and finance charges of $40,212. The Company has recorded the liability for the invoices in the normal course of business. Management at Howco as well as a consultant are in negotiation with the vendor and their legal counsel and expect to settlement the matter. As of September 30, 2020, the Company has received demand for payment of past due amounts for services by several consultants and service providers. Commitments Lease Obligations The Company entered into an agreement with a manufacturer in Pismo Beach, California. The agreement provides for certain services to be provided by the manufacturer as needed by the Company. The agreement has an initial term of three years with one year renewals. In connection with this agreement, the Company has agreed to sublease space based in San Luis Obispo, California from the manufacturer for the purposes of the development and manufacturing of unmanned aerial vehicles. The lease provides for base monthly rent of approximately $15,000 for the initial term to be increased to $16,500 per month upon extension. The lease term begins February 1, 2017 and expires January 31, 2019 with the option to extend the term an additional 24 months. However, the Company never took possession of the premises and in July 2017, the Company made a decision to not take possession of the premises. The Company is in default of the rent payments and had received oral demand for payments. As of September 30, 2020, the Company has not made any of the required monthly rent payments in connection with this agreement. During fiscal 2017, the Company had expensed and accrued into accounts payable the remaining amounts due under the term of the lease for a total accrual of $360,000 pursuant to ASC 420-10-30. This balance remains accrued as of September 30, 2020 and September 30, 2019. On April 16, 2020 the Company's subsidiary Howco renewed its office and warehouse lease in Vancouver, WA for a term commencing on June 1, 2020 extending through June 1, 2023 at an initial monthly rent of approximately $5,154. The lease requires monthly payments including base rent plus CAM with annual increases. The Company recognized a right-of-use asset of and a lease liability of $156,554, which represents the fair value of the lease payments calculated as present value of the minimum lease payments using a discount rate of 10% on date of the lease renewal in accordance with ASC 842. The asset and liability will be amortized as monthly payments are made and lease expense will be recognized on a straight-line basis over the term of the lease. Right of use asset (ROU) is summarized below: September 30, Operating lease at inception - June 2, 2020 $ 156,554 Less accumulated reduction (17,778 ) Balance ROU asset as of September 30, 2020 $ 138,776 Operating lease liability related to the ROU asset is summarized below: Operating lease liabilities at inception - June 2, 2020 $ 156,554 Reduction of lease liabilities (17,383 ) Total lease liabilities - September 30, 2020 $ 139,171 Less: current portion (52,180 ) Lease liabilities, non-current $ 86,991 Non-cancellable operating lease total future payments at September 30, 2020 are summarized below: Total minimum operating lease payments $ 168,483 Less discount to fair value (29,312 ) Total lease liability at September 30, 2020 $ 139,171 Future minimum lease payments under non-cancellable operating leases at September 30, 2020 are as follows: Years ending September 30, Amount 2021 62,185 2022 63,369 2023 42,929 Total minimum non-cancelable operating lease payments $ 168,483 For the years ended September 30, 2020 and 2019, rent expense for all leases amounted to $67,356 and $59,737, respectively. In December 2019, the Company relocated its primary office to 195 Paterson Avenue, Little Falls, New Jersey, under a one-year lease with a renewal option having monthly payments of $500. Profit Sharing Plan (for Howco) On April 13, 2018, Howco announced to its employees a Company-wide profit sharing program. The employee profit share is equal to their annual salary divided by the Company's total annual payroll and multiplied by 10% of net income for the fiscal year. During the years ended September 30, 2020 and 2019 the employees earned $0 and $0, under this plan. Notice of Default On September 6, 2019, the Company received a notice of default under its senior secured credit facility with TCA, for non-payment of amounts due among other matters. Left uncured the default remedies include seizure of operating assets such as the Company's subsidiary. Additionally, the default may trigger cross default provisions under other agreements with other creditors. On December 30, 2019, the Company failed to pay the principal and accrued interest on its February 27, 2019, convertible note payable to Redstart Holdings Corp upon its maturity. Legal counsel for the note holder submitted a demand notice for payment for 150% of the remaining principal balance of $63,000, amounting to $94,500, plus accrued interest. The Company recorded the default penalty with a charge to interest expense and increased the principal of the note as of December 30, 2019. The Company also recognized the additional put premium of $22,810, related to the increased principal as interest expense for stock settled debt. During the year ended September 30, 2020, Crown Bridge Partners notified the Company of a default on their convertible note dated March 1, 2019. The principal was increased by charges of $17,500 for technical default effective June 30, 2020 and an additional put premium was calculated to be $26,250. Directors' & Officers' Insurance Policy Expiration On October 11, 2019, the Company's insurance policy covering directors and officers expired and the carrier declined to renew the policy. The Company is working with its broker and other carriers to obtain coverage. This lapse of insurance coverage exposes the Company to the risk associated with its indemnification of its officers against legal actions by third parties as outlined in the officers' employment agreements as amended on September 16, 2019. |
Concentrations
Concentrations | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | ||
CONCENTRATIONS | NOTE 15 - CONCENTRATIONS Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At March 31, 2021, cash in bank did not exceed the federally insured limits of $250,000. The Company has not experienced any losses in such accounts through March 31, 2021. Economic Concentrations With respect to customer concentration, two customers accounted for approximately 45% and 38% of total sales for the six months ended March 31, 2021. One customer accounted for approximately 82% of sales for the six months ended March 31, 2020. With respect to accounts receivable concentration, two customers accounted for 71% and 21% of total accounts receivable at March 31, 2021. Two customers accounted for approximately 75% and 21% of accounts receivable at September 30, 2020. With respect to supplier concentration, three suppliers accounted for approximately 23%, 12%, and 11% of total purchases for the six months ended March 31, 2021. Two vendors accounted for 34.4% and 21% of total purchases, for the six months ended March 31, 2020. With respect to accounts payable concentration, three suppliers accounted for approximately 20%, 18% and 14% of total accounts payable at March 31, 2021. Three suppliers accounted for, 14%, and 13% and 10% of total accounts payable at September 30, 2020. Foreign sales were $0 for the six months ended March 31, 2021. Foreign sales totaled approximately $5,200 for the six months ended March 31, 2020. | NOTE 17 - CONCENTRATIONS Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At September 30, 2020, cash in bank did not exceed the federally insured limits of $250,000. The Company has not experienced any losses in such accounts through September 30, 2020. Economic Concentrations With respect to customer concentration, two customers accounted for approximately 72%, and 11%, of total sales for the year ended September 30, 2020. Two customers accounted for approximately 52% and 14%, of total sales for the period ended September 30, 2019. With respect to accounts receivable concentration, two customers accounted for approximately 75%, and 21%, of total accounts receivable at September 30, 2020. Two customers accounted for approximately 57% and 20% of total accounts receivable at September 30, 2019. With respect to supplier concentration, one supplier accounted for approximately 22% of total purchases for the year ended September 30, 2020. Two suppliers accounted for approximately 18% each of total purchases for the year ended September 30, 2019. With respect to accounts payable concentration, three suppliers accounted for approximately 14%, 13%, and 10% of total accounts payable at September 30, 2020. Three suppliers accounted for approximately 14%, 12%, and 12% of total accounts payable at September 30, 2019. With respect to foreign sales, it totaled approximately $7,180 for the year ended September 30, 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS Shares Issued to Officer On April 13, 2021, the Company issued 5,000,000 shares of common stock to the COO, which were valued at $0.0012, based on the stock price on the date of the grant. The cost was charged to compensation expense. Shares Issued for Services On April 13, 2021, the Company issued 10,000,000 shares of common stock to a consultant for services, which were valued at $0.0012, based on the stock price on the date of the grant. The cost was charged to consulting expense. Shares Issued for Conversions of Convertible Notes Between May 6 and 7, 2021, the Company issued 8,916,667 shares of common stock to Geneva Roth Remark Holdings, Inc. in full conversion of their November 2, 2020 convertible note principal of $53,500 and accrued interest of $2,675. Shares were priced at the contract price of $0.0063. Put premiums of $35,666 will be reclassified to additional paid in capital. Convertible Notes Issued On May 3, 2021, the Company entered into a convertible promissory note with Geneva Roth Remark Holdings, Inc. ("Lender") in the principal amount of $58,500, (the "May 3, 2021 Note"). The May 3, 2021 Note carries interest at the rate of 10%, matures on May 3, 2022, and is convertible into shares of the Company's common stock, par value $0.0001, at the Lender's election, after 180 days, at a 35% discount, provided that the Lender may not own greater than 4.99% of the Company's common stock at any time. The note was funded for $55,000, with $3,500, disbursed for legal and execution fees. The Company will treat the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing $31,500 of put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. | NOTE 18 - SUBSEQUENT EVENTS Legal Matters On December 30, 2020, a Howco vendor filed a lawsuit seeking payment of past due invoices totaling $276,430 and finance charges of $40,212. The Company has recorded the liability for the invoices in the normal course of business. Management at Howco as well as a consultant are in negotiation with the vendor and their legal counsel and expect to settlement the matter. Shares Issued for Subscription Between October 7 and December 23, 2020, the Company issued 322,550,196 shares of common stock to Trillium Partners LP for $564,463 of cash under the terms of the S-1A offering statement. Shares Issued – Employees and Non-employees On October 22, 2020, the Company issued 10,000,000 shares of common stock to a consultant for services rendered, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $34,000 was charged to consulting expense On October 22, 2020, the Company granted 1,000,000 shares of common stock to an employee, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $3,400 was charged to compensation expense. On October 22, 2020, the Company granted 5,000,000 shares of common stock to an employee, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $17,000 was charged to compensation expense. Shares Issued for Conversions of Convertible Notes Between October 26 – 30, 2020, Geneva Roth Remark Holdings Inc. converted principal of $60,000 and accrued interest of $3,000 from its convertible note dated April 20, 2020 into 36,006,192 shares of common stock at contracted prices. Following the conversions, the balance of principal and accrued interest was $0. On November 24, 2020, Livingston Asset Management LLC converted principal of $17,000, accrued interest of $1,924 and fees of $1,025 into 16,623,800 shares of common stock at contracted prices. Following the conversion, the October 1, 2019 fee note principal and accrued interest were $0. On December 1, 2020, Livingston Asset Management LLC converted principal of $17,000, accrued interest of $1,799 and fees of $1,025 into 16,503,483 shares of common stock at contracted prices. Following the conversion, the November 1, 2019 fee note principal and accrued interest were $0. On December 11, 2020, Tri-Bridge Ventures LLC converted principal of $35,000 and accrued interest of $1,550 into 29,007,611 shares of common stock at contracted prices. Following the conversion, the May 14, 2020 note principal and accrued interest were $0. On December 15, 2020, Livingston Asset Management LLC converted principal of $17,000, accrued interest of $1,770 and fees of $1,025 into 19,794,860 shares of common stock at contracted prices. Following the conversion, the December 1, 2019 fee note principal and accrued interest were $0. On December 16, 2020, Alpha Capital Anstalt converted principal of $21,300, into 16,384,615 shares of common stock at contracted prices. Following the conversion, the February 20, 2020 securities purchase agreement note principal was $70,000. Between December 15 – 16, 2020, Geneva Roth Remark Holdings Inc. converted principal of $53,000 and accrued interest of $2,650 from its convertible note dated June 9, 2020 into 46,375,000 shares of common stock at contracted prices. Following the conversions, the balance of principal and accrued interest was $0. Convertible Notes Issued On October 18, 2020 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On November 2, 2020, the Company executed a convertible promissory note issued to Geneva Roth Remark Holdings for $53,500, having a 10% annual interest rate, maturity of November 2, 2021, and conversion right to a 40% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The note was funded for $50,000, with $3,500, disbursed for legal and execution fees. On November 18, 2020 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On December 15, 2020, the Company executed a convertible promissory note issued to Geneva Roth Remark Holdings for $43,500, having a 10% annual interest rate, maturity of December 15, 2021, and conversion right to a 40% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The note was funded for $40,000, with $3,500, disbursed for legal and execution fees. On December 18, 2020 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. Related Party Note Issued by Howco A promissory note was issued to the CEO on December 22, 2020 by Howco for $50,000, for a cash loan to Howco, having weekly payments of $2,580 for twenty-five weeks, which include a total of $14,500 of interest. Note Repayments Since September 30, 2020, the Company has repaid three convertible notes payable ($18,000) to an attorney for monthly fees and $50,000, to Trillium Partners LP, as partial repayment on their note dated September 11, 2020. The Company will recognize $18,000, of gain on debt extinguishment as a result of the repayments of fee notes. Since September 30, 2020 the Company has repaid $50,000 on the promissory note issued to Trillium Partner LP on September 11, 2020, leaving an unpaid principal balance of $100,000. Since September 30, 2020 the Company has repaid $263,000 of the related party convertible promissory note as amended issued to the CEO. The principal balance on Note 1 is $114,194 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Going Concern (Policies) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of Bantec, Inc. and its wholly-owned subsidiaries, Drone USA, LLC (inactive), Bantec Construction LLC (inactive), and Howco. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending September 30, 2021. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended September 30, 2020 and footnotes thereto included in the Company's Annual Report on Form 10-K filed with the SEC on January 12, 2021. The consolidated balance sheet as of September 30, 2020 contained herein has been derived from the audited consolidated financial statements as of September 30, 2020, but does not include all disclosures required by GAAP. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bantec, Inc. and its wholly-owned subsidiaries, Drone USA, LLC (inactive), Bantec Construction LLC (inactive), and Howco. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the six months ended March 31, 2021, the Company has a net loss of $189,440 and used cash in operations of $591,628. The working capital deficit, stockholders' deficit and accumulated deficit was $15,499,099, $15,748,775 and $31,264,209, respectively, at March 31, 2021. Furthermore, on September 6, 2019 the Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 9), defaulted on its Note Payable – Seller in September 2017 and has since defaulted on other promissory notes. As of March 31, 2021, the Company has received demands for payment of past due amounts from several consultants and service providers. It is management's opinion that these matters raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management's ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has continued to implement cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the year ended September 30, 2020, the Company has incurred a net loss of $4,328,318 and used cash in operations of $491,000. The working capital deficit, stockholders' deficit and accumulated deficit was $16,214,281, $17,944,973 and $31,074,769, respectively, at September 30, 2020. Furthermore, on September 6, 2019 the Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 10), defaulted on its Note Payable – Seller in September 2017 and has since defaulted on other promissory notes. As of September 30, 2020 the Company has received demands for payment of past due amounts from several consultants and service providers. It is management's opinion that these matters raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management's ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has continued to implement cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of the lease liability and related right-of-use asset, valuation of stock-based compensation, the valuation of derivative liabilities and the valuation allowance on deferred tax assets. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of goodwill and intangible assets for impairment analysis, valuation of the lease liability and related right-of-use asset, valuation of stock-based compensation, the valuation of derivative liabilities and the valuation allowance on deferred tax assets. |
Fair Value Measurements | Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation. At March 31, 2021 At September 30, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 144,937 - - $ 128,628 A roll-forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at September 30, 2020 $ 128,628 Reclassification of derivative liability upon conversion (8,851 ) Changes in fair market value during the six months ended March 31, 2021 25,160 Balance at March 31, 2021 $ 144,937 The warrants were issued to a convertible note holder in November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision of the warrants took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with fair market value changes recognized in operations for each reporting date. The derivative liability associated with the warrants is $144,937. | Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation. At September 30, 2020 At September 30, 2019 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 128,628 - - $ 128,628 A roll-forward of the level 3 valuation financial instruments is as follows: Derivative Balance at September 30, 2018 $ 258,296 Charged to derivative expense on assignment and restatement of note 15,971 Classified as initial debt discount on assignment and restatement of note 62,500 Reduction of derivative recorded as gain on extinguishment upon conversions (78,471 ) Warrant exercises (partial) (138,430 ) Fair Value adjustment - warrants 9,355 Fair Value adjustments - convertible note (593 ) Balance at September 30, 2019 128,628 Changes and adjustments during the year ended September 30, 2020 - Balance at September 30, 2020 $ 128,628 The warrants were issued to a convertible note holder in November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision of the warrants took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with fair market value changes recognized in operations for each reporting date. The derivative liability associated with the warrants is $119,777 and the derivative liability for convertible notes is $8,851 at September 30, 2020. (See Notes 10 and 12). |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates. | Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates. |
Accounts Receivable | Accounts Receivable Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. | Accounts Receivable Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. |
Inventory | Inventory Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. | Inventory Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. |
Property & Equipment | Property & Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The assets are fully operational drones used as demonstration units and each unit exceeds management's threshold for capitalization of $2,000. The Company depreciates these demonstration units over a period of 3 years. Depreciation expense was $4,916 and $5,544 for the six months ended March 31, 2021 and 2020, respectively. | Property & Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The assets are fully operational drones used as demonstration units and each unit exceeds management's threshold for capitalization of $2,000. The Company depreciates these demonstration units over a period of 3 years. Depreciation expense was $11,088 and $11,280 in 2020 and 2019, respectively. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value based on the present value of estimated future cash flows. | Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value based on the present value of estimated future cash flows. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company's goodwill and tradename assets are deemed to have indefinite lives and, accordingly, are not amortized, but are evaluated for impairment at least annually, but more often whenever changes in facts and circumstances occur which may indicate that the carrying value may not be recoverable. The customer list was initially deemed to have a life of 4 years and was being amortized. Goodwill and intangible assets were determined to be impaired at September 30, 2019. (See Note 5.) | |
Deferred Financing Costs | Deferred Financing Costs All unamortized deferred financing costs related to the Company's borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs | Deferred Financing Costs All unamortized deferred financing costs related to the Company's borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs |
Revenue Recognition | Revenue Recognition Effective October 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company's initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606. The Company sells a variety of products and related services (packaging) to government and other entities. The purchase orders received specifies each item and its manufacturer; the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligations exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation. The Company sells drones and related products manufactured by third parties to various parties. The Company also offers technical services related to drone utilization and performs other services. The Company began offering insulation jackets for commercial and government facilities to insulate and monitor heating and cooling equipment. Contracts for drone related products and services and insulating jacket related sales will be evaluated using the five-step process outline above. There have been no material sales for drone products or other services for which full compliance with performance obligations has not been met. Sales of insulation jackets have not yet commenced. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics. | Revenue Recognition Effective October 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company's initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606. The Company sells a variety of products to government entities. The purchase orders received specifies each item and its manufacturer; the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligations exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation. The Company sells drones and related products manufactured by third parties to various parties. The Company also offers technical services related to drone utilization and performs other services. The Company began offering insulation jackets for commercial and government facilities to insulate and monitor heating and cooling equipment. Contracts for drone related products and services and insulating jacket related sales will be evaluated using the five-step process outline above. There have been no material sales for drone products or other services for which full compliance with performance obligations has not been met. Sales of insulation jackets have not yet commenced. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation –Stock Compensation ), Improvements to Employee Share-Based Payment Accounting As of October 1, 2018, the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore, the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date. | Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation –Stock Compensation ), Improvements to Employee Share-Based Payment Accounting As of October 1, 2018, the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore, the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date. |
Shipping and Handling Costs | Shipping and Handling Costs The Company has included freight-out as a component of cost of sales, which amounted to $37,958 and $21,667 for the six months ended March 31, 2021 and 2020, respectively. The cost of goods related to this service includes shipping inbound and outbound. | Shipping and Handling Costs The Company has included freight-out as a component of cost of sales, which amounted to $95,634 and $134,826 for the years ended September 30, 2020 and 2019, respectively. |
Convertible Notes with Fixed Rate Conversion Options | Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - "Distinguishing Liabilities from Equity". | Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - "Distinguishing Liabilities from Equity". |
Derivative Liabilities | Derivative Liabilities The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. | Derivative Liabilities The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. |
Lease Accounting | Lease Accounting In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee's initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. The adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company's subsidiary has renewed the lease for the warehouse and office facility in Vancouver, Washington in May 2020 effective June 1, 2020, which extends through May 30, 2023, and is accounted for under ASC 842. The corporate office is an annual arrangement which provides for a single office in a shared office environment and is exempt from ASC 842 treatment. During the year ended September 30, 2020 the Company recognized a lease liability of $156,554 and the related right-of-use asset for the same amount and will amortize both over the life of the lease. | Lease Accounting In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee's initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. The adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company's subsidiary has renewed the lease for the warehouse and office facility in Vancouver, Washington in May 2020 effective June 1, 2020, which extends through May 30, 2023, and is accounted for under ASC 842. The corporate office is an annual arrangement which provides for a single office in a shared office environment and is exempt from ASC 842 treatment. During the year ended September 30, 2020 the Company recognized a lease liability of $156,554 and the related right-of-use asset for the same amount and will amortize both over the life of the lease. |
Income Taxes | Income Taxes The Company's current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. The Company follows the accounting for uncertainty in income taxes guidance, which clarifies the accounting and disclosures for uncertainty in income taxes recognized in the Company's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company currently has no federal or state tax examinations in progress. As of March 31, 2021, the Company's tax returns for the tax years 2020, 2019 and 2018 remain subject to audit, primarily by the Internal Revenue Service. The Company did not have material unrecognized tax benefits as of March 31, 2021 and September 30, 2020 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of provision for income taxes. | Income Taxes The Company's current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. The Company follows the accounting for uncertainty in income taxes guidance, which clarifies the accounting and disclosures for uncertainty in income taxes recognized in the Company's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company currently has no federal or state tax examinations in progress. As of September 30, 2020, the Company's tax returns for the tax years 2020, 2019 and 2018 remain subject to audit, primarily by the Internal Revenue Service. The Company did not have material unrecognized tax benefits as of September 30, 2020 and 2019 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of provision for income taxes. |
Earning /Loss Per Share/Net Loss Per Share | Earningt /Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of March 31, 2021, 17,673 options were outstanding of which 14,544 were exercisable, 11,859,616 warrants were outstanding and exercisable, and related party convertible debt and accrued interest totaling $224,988 was convertible into 40,101,615 shares of common stock. Additionally, as of March 31, 2021, the outstanding principal balance, including accrued interest of the third-party convertible debt, totaled $7,583,010 and was convertible into 880,053,346 shares of common stock. It should be noted that contractually the limitations on the third-party notes (and the related warrant) limit the number of shares converted to either 4.99% or 9.99% of the then outstanding shares. As of March 31, 2021, and September 30, 2020, potentially dilutive securities consisted of the following: March 31, September 30, Stock options 17,673 17,755 Warrants 11,859,616 25,484,484 Related party convertible debt and accrued interest 40,101,615 526,400,307 Third party convertible debt (including senior debt) 880,053,346 2,068,874,206 Total 932,032,250 2,620,776,752 | Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of September 30, 2020, 17,755 options were outstanding of which 14,427 were exercisable, 25,484,484 warrants were outstanding and exercisable, and related party convertible debt and accrued interest totaling $1,304,258 was convertible into 526,400,307 shares of common stock. Additionally, as of September 30, 2020, the outstanding principal balance, including accrued interest of the third-party convertible debt, totaled $7,628,312 and was convertible into 2,068,874,026 shares of common stock. It should be noted that contractually the limitations on the third-party notes (and the related warrant) limit the number of shares converted to to either 4.99% or 9.99% of the then outstanding shares. As of September 30, 2020, and 2019, potentially dilutive securities consisted of the following: September 30, September 30, Stock options 17,755 17,775 Warrants 25,484,484 1,198,271 Related party convertible debt and accrued interest 526,400,307 11,162,896 Third party convertible debt (including senior debt) 2,068,874,206 83,780,049 Total 2,620,776,752 96,158,991 |
Segment Reporting | Segment Reporting The Company uses "the management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of March 31, 2021, the Company did not report any segment information since the vast majority of Company sales were from its subsidiary, Howco. Sales of drones were not material during the six months ended March 31, 2021. | Segment Reporting The Company uses "the management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of September 30, 2020, the Company did not report any segment information since the Company only generates sales from its subsidiary, Howco. |
Reclassifications | Reclassifications The company reclassified $370,710 from short term loans at September 30, 2020 to long term loans at March 31, 2021. | Reclassification Two loan amounts under long term liabilities have been combined into one line item at September 30, 2019 to conform with 2020 presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On August 5, 2020, the Financial Accounting Standards Board (FASB) issued accounting standards update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40) The amendments in the ASU remove certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU also amends the derivative scope exception guidance for contracts in an entity's own equity. The amendments remove three settlement conditions that are required for equity contracts to qualify for the derivative scope exception. In addition to the above, the ASU expands disclosure requirements for convertible instruments and simplifies areas of the guidance for diluted earnings-per-share calculations that are impacted by the amendments. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. Early adoption is permitted. The FASB noted that an entity should adopt the guidance as of the beginning of its annual fiscal year. Entities may elect to adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition. If an entity has convertible instruments that include a down round feature, early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020. The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. | Recent Accounting Pronouncements On August 5, 2020, the Financial Accounting Standards Board (FASB) issued accounting standards update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40) The amendments in the ASU remove certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU also amends the derivative scope exception guidance for contracts in an entity's own equity. The amendments remove three settlement conditions that are required for equity contracts to qualify for the derivative scope exception. In addition to the above, the ASU expands disclosure requirements for convertible instruments and simplifies areas of the guidance for diluted earnings-per-share calculations that are impacted by the amendments. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. Early adoption is permitted. The FASB noted that an entity should adopt the guidance as of the beginning of its annual fiscal year. Entities may elect to adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition. If an entity has convertible instruments that include a down round feature, early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020. The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Going Concern (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of instruments at fair value using level 3 valuation | At March 31, 2021 At September 30, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 144,937 - - $ 128,628 | At September 30, 2020 At September 30, 2019 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 128,628 - - $ 128,628 |
Schedule of roll forward of the level 3 valuation financial instruments | Derivative Liabilities Balance at September 30, 2020 $ 128,628 Reclassification of derivative liability upon conversion (8,851 ) Changes in fair market value during the six months ended March 31, 2021 25,160 Balance at March 31, 2021 $ 144,937 | Derivative Balance at September 30, 2018 $ 258,296 Charged to derivative expense on assignment and restatement of note 15,971 Classified as initial debt discount on assignment and restatement of note 62,500 Reduction of derivative recorded as gain on extinguishment upon conversions (78,471 ) Warrant exercises (partial) (138,430 ) Fair Value adjustment - warrants 9,355 Fair Value adjustments - convertible note (593 ) Balance at September 30, 2019 128,628 Changes and adjustments during the year ended September 30, 2020 - Balance at September 30, 2020 $ 128,628 |
Schedule of potentially dilutive securities | March 31, September 30, Stock options 17,673 17,755 Warrants 11,859,616 25,484,484 Related party convertible debt and accrued interest 40,101,615 526,400,307 Third party convertible debt (including senior debt) 880,053,346 2,068,874,206 Total 932,032,250 2,620,776,752 | September 30, September 30, Stock options 17,755 17,775 Warrants 25,484,484 1,198,271 Related party convertible debt and accrued interest 526,400,307 11,162,896 Third party convertible debt (including senior debt) 2,068,874,206 83,780,049 Total 2,620,776,752 96,158,991 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Receivables [Abstract] | ||
Schedule of accounts receivable | March 31, 2021 September 30, 2020 Accounts receivable $ 207,542 $ 349,389 Reserve for doubtful accounts - - $ 207,542 $ 349,389 | September 30, September 30, Accounts receivable $ 349,389 $ 791,728 Reserve for doubtful accounts - - $ 349,389 $ 791,728 |
Convertible and Other Notes P_2
Convertible and Other Notes Payable – Related Party Officer and His Affiliates (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of related party officer and his affiliates convertible notes | March 31, September 30, 2021 2020 Principal $ - $ 945,227 Premiums - 846,085 Total - 1,791,312 Current portion, including premiums - - Long term $ - $ 1,791,312 | 2020 2019 Principal $ 945,227 $ 887,439 Premiums 846,085 32,000 Total 1,791,312 919,439 Current portion, including premiums - (64,000 ) Long term $ 1,791,312 $ 855,439 |
Convertible Notes Payable and_2
Convertible Notes Payable and Advisory Fee Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of senior secured credit facility note balance and convertible debt balances | March 31, September 30, 2021 2020 Principal $ 6,114,157 $ 6,473,702 Premiums 1,472,666 1,846,471 Unamortized discounts (13,804 ) (9,223 ) $ 7,573,019 $ 8,310,950 | 2020 2019 Principal $ 6,473,702 $ 6,207,266 Premiums 1,846,471 1,623,445 Unamortized discounts (9,223 ) (2,981 ) $ 8,310,950 $ 7,827,730 |
Promissory Notes and Loans Pa_2
Promissory Notes and Loans Payable (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Notes and Loans Payable [Abstract] | ||
Schedule of related party officer and his affiliates convertible notes balance | March 31, September 30, Principal loans and notes $ 1,008,498 $ 990,305 Discounts (131,724 ) (87,054 ) Total 876,774 903,251 Less Current portion (571,984 ) 903,251 Non-current $ 304,790 $ - | 2020 2019 Principal loans and notes $ 990,305 $ 372,260 Discounts (87,054 ) (87,311 ) Total $ 903,251 $ 284,949 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||
Schedule of the company's stock options activity | Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2020 17,755 220.00 5.29 - - Outstanding at March 31, 2021 17,673 - - - - Exercisable at March 31, 2021 14,544 220.00 1.29 - - | Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2018 18,505 220.00 8.46 - - Forfeited (750 ) - - - - Outstanding at September 30, 2019 17,755 220.00 7.18 - - Outstanding at September 30, 2020 17,755 220.00 5.29 - - Exercisable at September 30, 2020 14,427 220.00 1.86 - - |
Schedule of the company's warrant activity | Number of Weighted- Weighted- Weighted- Aggregate Outstanding and exercisable at September 30, 2020 25,484,484 $ .0019 2.11 $ - $ 71,866 Anti-dilution adjustment 13,624,868 Outstanding and exercisable at March 31, 2021 11,859,616 $ .00424 1.61 $ - $ 143,804 | Number of Weighted- Weighted- Weighted- Aggregate Outstanding and exercisable at September 30, 2018 69,579 $ 1.58 4.1 185,822 Anti-dilution adjustment 1,296,287 Exercised (167,596 ) Outstanding and exercisable at September 30, 2019 1,198,270 $ .40 4.1 $ - $ 71,867 Anti-dilution adjustment 24,286,214 Outstanding and exercisable at September 30, 2020 25,484,484 $ .0019 2.11 - $ 71,866 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for (benefit from) income taxes | Year Ended Year Ended Current Federal $ - $ - State - - - - Deferred Federal - - State - - - - Total income tax provision (benefit) $ - $ - |
Schedule of reconciliation of the provision for income taxes at the federal statutory rate | Year Ended Year Ended U.S. Federal (tax benefit) provision at statutory rate $ (908,947 ) $ 1,494,183 State (tax benefit) income taxes, net of federal benefit (365,743 ) (601,231 ) Permanent differences 719,942 1,017,899 True up 2,323,938 (575,537 ) Change in Federal tax rate - - Changes in valuation allowance (1,769,189 ) 1,653,052 Total $ - $ - |
Schedule of deferred tax assets and liabilities | September 30, September 30, Deferred Tax Assets Stock-based compensation $ 811,285 $ 845,730 Accrued salary - unpaid 768,803 569,388 Net operating losses 3,562,416 5,496,575 Other - - Total deferred tax assets 5,142,504 6,911,693 Valuation allowance (5,142,504 ) (6,911,693 ) Net deferred tax assets - - Deferred Tax Liabilities Identifiable intangibles - Howco Purchase - - Total deferred tax liabilities - - Net deferred tax $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Right of use asset | Right of use asset (ROU) is summarized below: March 31, Operating lease at inception - June 2, 2020 $ 156,554 Less accumulated reduction (44,477 ) Balance ROU asset as of March 31, 2021 $ 112,077 Operating lease liability related to the ROU asset is summarized below: Operating lease liabilities at inception - June 2, 2020 $ 156,554 Reduction of lease liabilities (43,491 ) Total lease liabilities - March 31, 2021 $ 113,063 Less: current portion (52,181 ) Lease liabilities, non-current $ 60,882 Non-cancellable operating lease total future payments at March 31, 2021 are summarized below: Total minimum operating lease payments $ 137,558 Less discount to fair value (24,495 ) Total lease liability at March 31, 2021 $ 113,063 | Right of use asset (ROU) is summarized below: September 30, Operating lease at inception - June 2, 2020 $ 156,554 Less accumulated reduction (17,778 ) Balance ROU asset as of September 30, 2020 $ 138,776 Operating lease liability related to the ROU asset is summarized below: Operating lease liabilities at inception - June 2, 2020 $ 156,554 Reduction of lease liabilities (17,383 ) Total lease liabilities - September 30, 2020 $ 139,171 Less: current portion (52,180 ) Lease liabilities, non-current $ 86,991 Non-cancellable operating lease total future payments at September 30, 2020 are summarized below: Total minimum operating lease payments $ 168,483 Less discount to fair value (29,312 ) Total lease liability at September 30, 2020 $ 139,171 |
Schedule of future minimum lease payments | Years ending September 30, Amount 2021 $ 46,722 2022 63,369 2023 42,929 Total minimum non-cancelable operating lease payments $ 153,020 | Years ending September 30, Amount 2021 62,185 2022 63,369 2023 42,929 Total minimum non-cancelable operating lease payments $ 168,483 |
Nature of Operations (Details)
Nature of Operations (Details) | Aug. 06, 2019 |
Nature of Operations (Textual) | |
Reverse stock split | 1 for 1,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Going Concern (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Schedule of instruments at fair value using level 3 valuation | |||
Derivative Liability | $ 144,937 | ||
Level 1 [Member] | |||
Schedule of instruments at fair value using level 3 valuation | |||
Derivative Liability | |||
Level 2 [Member] | |||
Schedule of instruments at fair value using level 3 valuation | |||
Derivative Liability | |||
Level 3 [Member] | |||
Schedule of instruments at fair value using level 3 valuation | |||
Derivative Liability | $ 144,937 | $ 128,628 | $ 128,628 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Going Concern (Details 1) - Level 3 [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of roll forward of the level 3 valuation financial instruments | |||
Beginning Balance | $ 128,628 | $ 128,628 | $ 258,296 |
Reclassification of derivative liability upon conversion | (8,851) | ||
Charged to derivative expense on assignment and restatement of note | 15,971 | ||
Classified as initial debt discount on assignment and restatement of note | 62,500 | ||
Reduction of derivative recorded as gain on extinguishment upon conversions | (78,471) | ||
Warrant exercises (partial) | (138,430) | ||
Fair Value adjustment - warrants | 9,355 | ||
Fair Value adjustments - convertible note | (593) | ||
Changes in fair market value during the six months ended March 31, 2021 | 25,160 | ||
Ending balance | $ 144,937 | $ 128,628 | $ 128,628 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Going Concern (Details 2) - shares | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of potentially dilutive securities | |||
Stock options | 17,673 | 17,755 | 17,775 |
Warrants | 11,859,616 | 25,484,484 | 1,198,271 |
Related party convertible debt and accrued interest | 40,101,615 | 526,400,307 | 11,162,896 |
Third party convertible debt (including senior debt) | 880,053,346 | 2,068,874,206 | 83,780,049 |
Total | 932,032,250 | 2,620,776,752 | 96,158,991 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Going Concern (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies and Going Concern (Textual) | |||||||
Net income | $ 209,986 | $ 854,220 | $ 189,440 | $ 1,521,063 | $ 4,328,318 | $ 7,115,159 | |
Cash in operations | 591,628 | (222,279) | 491,000 | 1,105,330 | |||
Working capital deficit | 15,499,099 | 16,214,281 | |||||
Stockholders' deficit | 15,748,775 | 15,748,775 | 17,944,973 | 17,944,973 | |||
Accumulated deficit | $ (31,264,209) | (31,264,209) | (31,074,769) | (26,746,451) | |||
Capitalization cost for single unit | $ 2,000 | $ 2,000 | |||||
Property and equipment, depreciates | 3 years | 3 years | |||||
Depreciation expense | $ 11,088 | 11,280 | |||||
Amortized of goodwill and intangible assets life | 4 years | ||||||
Options outstanding | 17,673 | 17,673 | 17,755 | ||||
Exercisable | 14,427 | ||||||
Warrants outstanding and exercisable | 11,859,616 | 11,859,616 | |||||
Warrant exercisable | 14,544 | ||||||
Convertible debt, amount | $ 7,583,010 | ||||||
Convertible debt, shares | 880,053,346 | ||||||
Cost of sales of Freight | $ 37,958 | 21,667 | $ 95,634 | 134,826 | |||
Derivative liability | $ 144,937 | 144,937 | |||||
Lease liability | 156,554 | 156,554 | 156,554 | $ 156,554 | |||
Reclassifications short term loans | 370,710 | ||||||
Convertible debt and accrued interest | $ 224,988 | ||||||
Shares converted percentage | 4.99% | ||||||
Outstanding shares percentage | 9.99% | ||||||
Short term loans from reclassifications | 370,710 | ||||||
Warrant [Member] | |||||||
Summary of Significant Accounting Policies and Going Concern (Textual) | |||||||
Derivative liability | $ 167,777 | ||||||
Common Stock [Member] | |||||||
Summary of Significant Accounting Policies and Going Concern (Textual) | |||||||
Net income | |||||||
Convertible debt, shares | 40,101,615 | ||||||
Convertible Debt [Member] | |||||||
Summary of Significant Accounting Policies and Going Concern (Textual) | |||||||
Convertible debt, amount | $ 1,304,258 | ||||||
Convertible debt, shares | 526,400,307 | ||||||
Derivative liability | $ 8,851 | $ 8,851 | $ 8,851 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Receivables [Abstract] | |||
Accounts receivable | $ 207,542 | $ 349,389 | $ 791,728 |
Reserve for doubtful accounts | |||
Accounts receivable, net | $ 207,542 | $ 349,389 | $ 791,728 |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Inventory (Textual) | |||
Finished goods value | $ 112,506 | $ 44,599 | $ 118,558 |
Line of Credit - Bank (Details)
Line of Credit - Bank (Details) - USD ($) | 3 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Line of Credit - Bank (Textual) | ||||
Balance of the line of credit | $ 38,648 | $ 38,048 | $ 41,609 | $ 44,556 |
Line of credit available | 11,352 | $ 8,391 | ||
Revolving Line of Credit [Member] | ||||
Line of Credit - Bank (Textual) | ||||
Revolving line of credit | $ 50,000 | |||
Line bears interest, description | The line bears interest at a fluctuating rate equal to the prime rate plus 4.25%. | |||
Debt interest rate | 9.25% | 7.50% | 9.25% |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Details) | 12 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwii and Intagible Assets (Textual) | |
Impairment charge | $ 3,420,624 |
Settlements Payable (Details)
Settlements Payable (Details) - USD ($) | Apr. 15, 2020 | Nov. 27, 2018 | Jul. 20, 2018 | Mar. 31, 2021 | Dec. 15, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 27, 2020 | Dec. 20, 2018 |
Settlements Payable (Textual) | ||||||||||
Settlement agreement | $ 127,056 | |||||||||
Initial payment | 12,706 | |||||||||
Monthly payments amount | $ 6,500 | |||||||||
Final payment | $ 3,850 | |||||||||
Payment legal settlement | $ 42,850 | $ 42,850 | $ 42,850 | |||||||
Payments to plaintiff | $ 600,000 | $ 33,333 | ||||||||
Accrued expense | $ 500,000 | |||||||||
Accrued expensed | $ 600,000 | |||||||||
Employer payroll taxes taxes | 0 | 131,724 | ||||||||
Total settlement payable | $ 42,850 | 42,850 | 174,574 | |||||||
Debt Instrument | $ 210,409 | |||||||||
Down payment | $ 200,000 | |||||||||
American Express [Member] | ||||||||||
Settlements Payable (Textual) | ||||||||||
Charges amount | $ 42,850 | |||||||||
Chief Strategy Officer [Member] | ||||||||||
Settlements Payable (Textual) | ||||||||||
Employer payroll taxes taxes | 131,724 | |||||||||
Charges amount | $ 174,574 |
Note Payable - Seller (Details)
Note Payable - Seller (Details) - USD ($) | Nov. 13, 2018 | Apr. 15, 2020 | Aug. 29, 2018 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2016 |
Disclosure Of Notes Payable By Seller [Line Items] | |||||||
Notes bears interest rate | 5.00% | 10.00% | 5.50% | ||||
Maturity date of note | Jun. 30, 2019 | Feb. 28, 2019 | Sep. 9, 2017 | ||||
Default interest rate | 8.00% | ||||||
Repayments | $ 9,000 | ||||||
Principal of note payable | 891,000 | $ 900,000 | $ 900,000 | ||||
Howco [Member] | |||||||
Disclosure Of Notes Payable By Seller [Line Items] | |||||||
Issuance of note payable | $ 900,000 | ||||||
Notes bears interest rate | 5.50% | ||||||
Maturity date of note | Sep. 9, 2017 | ||||||
Default interest rate | 8.00% | ||||||
Accrued interest | 305,495 | $ 269,682 | $ 197,485 | ||||
Principal of note payable | $ 891,000 | $ 900,000 |
Convertible and Other Notes P_3
Convertible and Other Notes Payable – Related Party Officer and His Affiliates (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Principal | $ 891,000 | $ 900,000 | $ 900,000 |
Convertible Notes Payable [Member] | |||
Principal | 945,227 | 887,439 | |
Premiums | 846,085 | 32,000 | |
Total | 1,791,312 | 919,439 | |
Current portion, including premiums | (64,000) | ||
Long term | $ 1,791,312 | $ 855,439 |
Convertible and Other Notes P_4
Convertible and Other Notes Payable – Related Party Officer and His Affiliates (Details Textual) - USD ($) | Apr. 15, 2020 | Apr. 14, 2020 | Sep. 13, 2019 | Jul. 04, 2019 | Jul. 02, 2019 | Jan. 19, 2019 | Nov. 13, 2018 | Jun. 01, 2018 | Dec. 22, 2020 | Sep. 30, 2020 | Apr. 15, 2020 | Jan. 19, 2019 | Dec. 30, 2018 | Dec. 30, 2018 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Notes Payable - Related Parties (Textual) | |||||||||||||||||||
Convertible note payable, description | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes were charged to professional fees for each corresponding service month. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $12,500 with a charge to interest expense for each note. | There was one non-convertible related party note as of March 31, 2021, which was issued by Howco for $50,000. The note carries a fixed amount of interest of $14,500 and weekly payments of interest and principal of $2,580. The principal balance at March 31, 2021 was $21,571. | |||||||||||||||||
Convertible note payable - related party affiliate | $ 34,000 | ||||||||||||||||||
Principal amount | $ 990,305 | $ 990,305 | $ 1,008,498 | $ 990,305 | 372,260 | ||||||||||||||
Accrued interest | $ 32,900 | ||||||||||||||||||
Note bears interest | 5.00% | 10.00% | 5.50% | ||||||||||||||||
Repayments net advances | $ 9,000 | ||||||||||||||||||
Interest expense | 1,598,246 | ||||||||||||||||||
Fixed amount of interest | 14,500 | ||||||||||||||||||
Payments of interest | 2,580 | ||||||||||||||||||
Converted or paid in cash long with accrued interest | 142,773 | ||||||||||||||||||
Accrued interest balance | 81,597 | ||||||||||||||||||
Gain on extinguishment of debt | 377,194 | ||||||||||||||||||
Debt premium | 12,500 | 12,500 | 12,500 | ||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||||||||||
Convertible note payable | $ 840,000 | 840,000 | $ 840,000 | 840,000 | $ 840,000 | 840,000 | |||||||||||||
Principal amount | 688,444 | 377,194 | $ 688,444 | 377,194 | 377,194 | ||||||||||||||
Accrued interest | $ 210,409 | $ 221,232 | |||||||||||||||||
Note bears interest | 10.00% | 7.00% | 7.00% | ||||||||||||||||
Note maturity date | Jan. 7, 2022 | Jun. 11, 2017 | Jun. 11, 2017 | ||||||||||||||||
Common stock, percentage | 50.00% | ||||||||||||||||||
Loss on debt extinguishment. | $ 688,444 | ||||||||||||||||||
Convertible Notes Payable One [Member] | |||||||||||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||||||||||
Convertible note payable - related party affiliate | 99,142 | $ 44,727 | 99,142 | $ 99,142 | 166,995 | ||||||||||||||
Accrued interest | 31,260 | $ 31,260 | $ 21,838 | ||||||||||||||||
Note bears interest | 7.00% | ||||||||||||||||||
Note maturity date | Dec. 31, 2017 | ||||||||||||||||||
Repayments net advances | $ 132,803 | ||||||||||||||||||
Payment of advances | 64,940 | ||||||||||||||||||
CEO [Member] | |||||||||||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||||||||||
Convertible note payable | $ 17,000 | $ 15,000 | $ 50,000 | ||||||||||||||||
Convertible note payable, description | the Company amended the note first issued to Michael Bannon (the Company’s CEO) on January 19, 2019, in amount of $200,000, with a principal and interest balance of $195,000, and $17,947. The amendment adds conversion terms, which state the note principal and interest may be converted to common stock at 50% of the lowest closing bid price during thirty days prior to conversion, and reduces the note interest rate to 10%, and extends the maturity date to April 15, 2026. The change in conversion terms has been treated as a debt extinguishment and the new note is considered a stock settled debt under ASC 480, and put premium of $195,000 has been recognized with a charge to loss on debt extinguishment | The note had an original maturity of June 9, 2020, however the note was amended effective September 30, 2020 and the new maturity is May 31, 2022. The note bears interest at 10% and may be converted to the Company's common stock at 50% of the lowest closing bid in the 20 trading days prior to notification of conversion. | The Company’s CEO (“Pike Falls”) for a cash advances to Howco. The advances are to be for 100% of the face value of the purchase orders to be repaid with accounts receivable related to the sales of the products underlying the purchase orders. Pike Falls receives 4% of the purchase price for the first 45 days and .00086% per day thereafter on the unpaid balance. | a non-convertible promissory note was issued to the CEO by Howco for $50,000 having weekly payments of $2,580 for twenty-five weeks, which include a total of $14,500 of interest. During the six months ended March 31, 2021, repayments of principal and interest of $36,200 were made reducing the principal balance to $21,571. | the Company issued a convertible note payable to Michael Bannon (the Company’s CEO) in the principal amount of $69,391, in replacement for the amounts owed to an entity controlled by Mr. Bannon (above) The new note interest rate is 10%, and it matures on January 31, 2022. The new note principal and interest may be converted into the Company’s common stock at 50% of the lowest closing bid price in the thirty days preceding the conversion notice. This issuance is treated as a debt extinguishment of the old note and the new note conversion terms have been treated as stock settled debt under ASC 480, and put premium of $69,391 has been recognized with a charge to interest expense. The principal and accrued interest were $69,391 and $5,332 respectively as of September 30, 2020. At March 31, 2021 the principal was fully paid in cash and $69,391 was recognized as gain on extinguishment of debt. Accrued interest was $6,206 at March 31, 2021. | ||||||||||||||
Principal amount | $ 69,391 | 69,391 | $ 69,391 | 69,391 | 69,391 | ||||||||||||||
Accrued interest | 5,332 | $ 2,155 | 5,332 | ||||||||||||||||
Promissory note | $ 200,000 | $ 400,000 | |||||||||||||||||
Note bears interest | 10.00% | 10.00% | 10.00% | 10.00% | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||
Note maturity date | Jan. 31, 2022 | Jun. 9, 2020 | Jun. 9, 2020 | Sep. 23, 2021 | Sep. 23, 2021 | Jan. 7, 2024 | Jan. 7, 2024 | ||||||||||||
Payment of interest and principal | $ 2,500 | $ 2,500 | $ 5,000 | $ 5,000 | |||||||||||||||
Common stock, percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||||||||
Interest expense | $ 69,391 | $ 17,000 | $ 15,000 | $ 14,500 | |||||||||||||||
Converted to common stock | 180,750 | ||||||||||||||||||
Payments of interest | $ 367,500 | 400,000 | 76,619 | ||||||||||||||||
Accrued interest balance | 83,113 | $ 76,619 | |||||||||||||||||
Cash loan | 200,000 | $ 400,000 | |||||||||||||||||
Debt premium | 367,500 | ||||||||||||||||||
Face value percentage | 100.00% | ||||||||||||||||||
Purchase price percentage | 4.00% | ||||||||||||||||||
Unpaid balance percentage | 0.0008% | ||||||||||||||||||
CEO [Member] | Michael Bannon [Member] | |||||||||||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||||||||||
Principal amount | 195,000 | ||||||||||||||||||
Accrued interest | 20,855 | ||||||||||||||||||
CEO [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||||||||||
Convertible note payable, description | The note principal and put premium were $15,000, and $15,000, at September 30, 2020 and 2019. Accrued interest was $1,843, at September 30, 2020. | ||||||||||||||||||
Accrued interest | 1,799 | 1,843 | $ 2,152 | ||||||||||||||||
Note bears interest | 10.00% | ||||||||||||||||||
Common stock, percentage | 50.00% | ||||||||||||||||||
Gain on extinguishment of debt | $ 17,000 | ||||||||||||||||||
Cash loan | 17,000 | ||||||||||||||||||
Debt premium | $ 17,000 | ||||||||||||||||||
CEO [Member] | Convertible Notes Payable One [Member] | |||||||||||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||||||||||
Convertible note payable, description | The note principal and put premium were $17,000, and $17,000, at September 30, 2020 and 2019. Accrued interest was $1,799, at September 30, 2020. | ||||||||||||||||||
Accrued interest | 1,799 | ||||||||||||||||||
CEO [Member] | Michael Bannon [Member] | |||||||||||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||||||||||
Principal amount | 195,000 | 195,000 | $ 195,000 | 195,000 | $ 195,000 | ||||||||||||||
Accrued interest | $ 17,947 | 20,855 | 20,855 | 20,855 | |||||||||||||||
Note bears interest | 10.00% | ||||||||||||||||||
Note maturity date | Apr. 15, 2026 | ||||||||||||||||||
Repayments net advances | 14,250 | 14,250 | |||||||||||||||||
Common stock, percentage | 50.00% | ||||||||||||||||||
Loss on debt extinguishment. | $ 195,000 | ||||||||||||||||||
Converted to common stock | 180,750 | 180,750 | |||||||||||||||||
CEO One [Member] | |||||||||||||||||||
Notes Payable - Related Parties (Textual) | |||||||||||||||||||
Convertible note payable | 400,000 | ||||||||||||||||||
Principal amount | 367,500 | $ 367,500 | 367,500 | 367,500 | $ 367,500 | ||||||||||||||
Accrued interest | $ 76,619 | $ 82,177 | $ 76,619 | ||||||||||||||||
Note bears interest | 10.00% | ||||||||||||||||||
Note maturity date | Jan. 7, 2024 | ||||||||||||||||||
Common stock, percentage | 50.00% | ||||||||||||||||||
Loss on debt extinguishment. | $ 367,500 |
Convertible Notes Payable and_3
Convertible Notes Payable and Advisory Fee Liabilities (Details) - Senior Secured Credit Facility Note [Member] - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Schedule of senior secured credit facility note balance and convertible debt balances | |||
Principal | $ 6,114,157 | $ 6,473,702 | $ 6,207,266 |
Premiums | 1,472,666 | 1,846,471 | 1,623,445 |
Unamortized discounts | (13,804) | (9,223) | (2,981) |
Convertible note payable | $ 7,573,019 | $ 8,310,950 | $ 7,827,730 |
Convertible Notes Payable and_4
Convertible Notes Payable and Advisory Fee Liabilities (Details Textual) - USD ($) | Apr. 15, 2020 | Mar. 04, 2019 | Jun. 01, 2018 | Mar. 07, 2018 | Mar. 07, 2018 | Jan. 03, 2018 | Nov. 09, 2017 | Oct. 05, 2017 | Mar. 13, 2017 | Sep. 13, 2016 | Dec. 31, 2019 | Oct. 30, 2018 | Aug. 29, 2018 | Jan. 30, 2018 | Nov. 15, 2017 | Jun. 30, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Nov. 17, 2019 | Oct. 02, 2018 | Jul. 01, 2018 | Dec. 31, 2017 | Mar. 28, 2017 |
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Convertible note, description | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes were charged to professional fees for each corresponding service month. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $12,500 with a charge to interest expense for each note. | There was one non-convertible related party note as of March 31, 2021, which was issued by Howco for $50,000. The note carries a fixed amount of interest of $14,500 and weekly payments of interest and principal of $2,580. The principal balance at March 31, 2021 was $21,571. | ||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||
Embedded conversion option as stock settled debt | $ 617,647 | |||||||||||||||||||||||||
Increase in interest rate, percentage | 25.00% | |||||||||||||||||||||||||
Payment of monthly principal and interest | $ 210,409 | |||||||||||||||||||||||||
Amortization of debt discounts | $ 12,919 | $ 2,981 | $ 6,242 | $ 72,519 | ||||||||||||||||||||||
Principal amount | $ 78,000 | |||||||||||||||||||||||||
Debt premium | 12,500 | |||||||||||||||||||||||||
Debt conversion rate, description | a) 70% of the share price on the date of the note; or b) 50% of the lowest bid price during the 30 trading days preceding the date of the notice of conversion. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. | |||||||||||||||||||||||||
Securities Shares Issued | 1,273,261 | |||||||||||||||||||||||||
Additional paid in capital | $ 15,360,046 | $ 13,080,692 | $ 11,850,771 | |||||||||||||||||||||||
Convertible debt description | The Company issued a convertible promissory note to Redstart Holdings Corporation in the amount of $78,000. The note bears interest at 10%, matures on December 31, 2019, includes legal fees of $3,000 and is convertible at 35% discount to the average of the lowest two prices observed in the 15 days prior to the issuance of a conversion notice. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $42,000 with a charge to interest expense for the notes. | |||||||||||||||||||||||||
Shares issued | 250 | 194,520 | ||||||||||||||||||||||||
Note A [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||||||||||||
Note B [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Principal amount | $ 4,788,642 | |||||||||||||||||||||||||
Loans [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Advisory fee | $ 850,000 | |||||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||
Advisory fee | $ 2,050,000 | |||||||||||||||||||||||||
Embedded conversion option as stock settled debt | 3,500,000 | |||||||||||||||||||||||||
Accrued interest | 238,642 | |||||||||||||||||||||||||
Principal amount | 1,000,000 | |||||||||||||||||||||||||
Investments received | $ 5,788,642 | |||||||||||||||||||||||||
Securities purchase agreement term, description | On the effective date of the Settlement Agreement, the amount due of $5,788,642 was split and apportioned into two separate replacement notes ("Replacement Note A" and Note B"). Replacement Note A had a principal amount of $1,000,000 and Replacement Note B had a principal balance of $4,788,642, both of which remained secured by the original security, pledge and guarantee agreements; and other applicable loan documents, and bear interest at 18% per annum. The default was not waived by this settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642 for accrued interest and advisory fees payable that were capitalized as note principal. The interest rate was amended to 12% effective June 12, 2018. | |||||||||||||||||||||||||
Credit Agreement [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Maturity date, description | Notwithstanding anything contained in this Agreement to the contrary, all obligations owing by the Company and all other Credit Parties under the Credit Agreement, First Replacement Note B, and all other Loan Documents shall be paid in full by the Extended Maturity Date as follows: $52,500 per month from January 13, 2018 to December 13, 2018 and the remaining principal and accrued interest on January 13, 2019. Interest payments made since the amendment have totaled $323,440 and are therefore not in accord with that amendment. However, TCA has received payments under the 3(a) (10) settlement (below) totaling $308,100 during the year ended September 30, 2018, and another $270,320, during the year ended September 30, 2019. The principal balance was $4,788,642 at September 30, 2018. | |||||||||||||||||||||||||
Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Convertible note, description | The Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company's common stock during the 5 business days immediately prior to the conversion date. | |||||||||||||||||||||||||
Livingston Asset Management LLC [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Convertible note, description | The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes were charged to professional fees for each corresponding service month. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $12,500 with a charge to interest expense for each note. | ||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Issued of stock | $ 10,000,000 | |||||||||||||||||||||||||
Conversion of stock, amount | $ 18,163 | |||||||||||||||||||||||||
Accrued interest | $ 4,293 | 2,789 | ||||||||||||||||||||||||
Principal amount | $ 12,500 | $ 1,000,000 | 50,000 | $ 10,375 | $ 12,500 | $ 12,500 | ||||||||||||||||||||
Debt premium | $ 21,428 | |||||||||||||||||||||||||
Debt instrument interest rate, percentage | 30.00% | |||||||||||||||||||||||||
Debt default common stock par value, description | The Company issued a convertible note to Livingston Asset Management for $51,000 ($17,000, for each of the months from July to September, 2019), under the same interest rate and conversion discount terms. The note matures on March 31, 2020. | |||||||||||||||||||||||||
Debt premium | $ 6,429 | $ 6,429 | $ 21,428 | |||||||||||||||||||||||
Debt conversion rate, description | The note has not been converted and the principal balance is $15,000, at March 31, 2021 and September 30, 2020 with $5,279, and $4,293, of accrued interest, respectively. As the note has matured it is technically in default. Under the terms of the note no default interest or penalties accrue. | |||||||||||||||||||||||||
Settlement agreement, description | The Company will issue free trading shares of its common stock under section 3(a) (10) of the Securities Act to Livingston in the amount of such judgment in a series of tranches so that Livingston will not own more than 9.99% of our outstanding shares per tranche. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by Livingston is equal to approximately $1,666,667 which is based on a discount of 40%. | |||||||||||||||||||||||||
Power Up Lending Group Ltd [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Debt conversion, description | The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. | |||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Principal amount | $ 105,000 | $ 2,766 | 2,766 | |||||||||||||||||||||||
Investments received | $ 75,500 | |||||||||||||||||||||||||
Debt instrument interest rate, percentage | 112.00% | |||||||||||||||||||||||||
Debt conversion, description | The principal amount of $105,000, has an original issue discount of $10,500 and issue costs of $19,000 both of which are recorded as debt discount along with the warrant relative fair value of $12,507 for the original 100, warrants and $31,529 for the penalty warrants to be amortized over the twelve month term of this tranche, bears interest of 10% (12% default rate) per annum, and has a maturity date of 12 months from the date of each tranche of payments under the Note with future tranches being at the discretion of Crown Bridge. The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company’s common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company’s common stock is less than $50, per share and no shares of the Company’s common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company’s common stock and the conversion shares contain piggy-back registration rights. The Note is subject to customary default provisions including an event of default if the bid price of the Company’s common stock is less than its par value of $.0001 per share. The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. | |||||||||||||||||||||||||
Debt premium | $ 56,538 | |||||||||||||||||||||||||
Senior Secured Credit Facility [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Maximum borrowing amount | $ 6,500,000 | |||||||||||||||||||||||||
Convertible note, description | The Note bears interest at a rate of 18% per annum, required monthly payments of $52,500, which is interest only, starting on October 13, 2016 through February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on March 13, 2018. | |||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||
Maturity date | Dec. 15, 2020 | |||||||||||||||||||||||||
Interest rate at period end | 25.00% | |||||||||||||||||||||||||
Additional advisory fees | $ 850,000 | |||||||||||||||||||||||||
Reserve shares of common stock | 7,000 | |||||||||||||||||||||||||
Advisory fee | $ 850,000 | 850,000 | $ 1,200,000 | |||||||||||||||||||||||
Payment of monthly principal and interest | $ 298,341 | |||||||||||||||||||||||||
Advisory fee due | $ 850,000 | $ 850,000 | ||||||||||||||||||||||||
Common stock, shares issued | 539 | 539 | ||||||||||||||||||||||||
Proceeds from sale of shares | 539 | 539 | ||||||||||||||||||||||||
Advisory fee payable | $ 850,000 | $ 850,000 | ||||||||||||||||||||||||
Sales proceeds | 850,000 | 850,000 | ||||||||||||||||||||||||
Current liability | 850,000 | 850,000 | ||||||||||||||||||||||||
Accrued interest | $ 537,643 | |||||||||||||||||||||||||
Principal amount | $ 3,500,000 | 6,018,192 | ||||||||||||||||||||||||
Debt premium | $ 281,054 | |||||||||||||||||||||||||
Additional Debt Premium | 94,878 | |||||||||||||||||||||||||
Securities Shares Issued | 1,374,885 | 101,624 | ||||||||||||||||||||||||
Additional paid in capital | $ 180,618 | |||||||||||||||||||||||||
Convertible debt balance amount | 421,587 | 421,587 | ||||||||||||||||||||||||
Senior Secured Credit Facility [Member] | Note A [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Principal amount | 5,326,285 | |||||||||||||||||||||||||
Senior Secured Credit Facility [Member] | Note B [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Principal amount | $ 691,907 | 5,326,285 | 5,326,285 | |||||||||||||||||||||||
Senior Secured Credit Facility [Member] | Note A [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Accrued interest | 418,826 | $ 1,099,250 | ||||||||||||||||||||||||
Principal amount | $ 421,587 | |||||||||||||||||||||||||
First Tranche [Member] | Crown Bridge Partners, LLc [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||
Securities purchase agreement term, description | The Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge Partners, LLC (“Crown Bridge”) under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100, shares of the Company’s common stock at an exercise price of $350, as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $350. |
Convertible Notes Payable and_5
Convertible Notes Payable and Advisory Fee Liabilities (Details Textual 1) - USD ($) | Mar. 15, 2021 | Jan. 12, 2021 | Dec. 15, 2020 | Nov. 02, 2020 | Jul. 10, 2020 | Jun. 09, 2020 | May 14, 2020 | Jan. 02, 2020 | Nov. 02, 2019 | Jul. 12, 2019 | Mar. 04, 2019 | Nov. 13, 2018 | Sep. 04, 2018 | Jul. 02, 2018 | Mar. 07, 2018 | Nov. 09, 2017 | Feb. 15, 2021 | Aug. 28, 2020 | Aug. 01, 2020 | Jul. 02, 2020 | May 02, 2020 | Apr. 20, 2020 | Dec. 31, 2019 | Jun. 01, 2019 | Mar. 31, 2019 | Mar. 01, 2019 | Dec. 18, 2018 | Nov. 18, 2018 | Sep. 18, 2018 | Aug. 29, 2018 | Jun. 01, 2018 | Jun. 01, 2018 | Dec. 20, 2017 | Nov. 15, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 18, 2020 | Aug. 18, 2020 | Jul. 18, 2020 | Jun. 18, 2020 | Jun. 02, 2020 | May 18, 2020 | Apr. 18, 2020 | Apr. 02, 2020 | Mar. 18, 2020 | Mar. 01, 2020 | Jan. 18, 2020 | Dec. 18, 2019 | Nov. 18, 2019 | Oct. 18, 2019 | Sep. 18, 2019 | Aug. 18, 2019 | Jul. 18, 2019 | Jun. 18, 2019 | May 18, 2019 | Apr. 18, 2019 | Mar. 18, 2019 | Feb. 18, 2019 | Jan. 18, 2019 | Oct. 18, 2018 | Oct. 02, 2018 | Jul. 01, 2018 | Mar. 18, 2018 | Feb. 18, 2018 | Jan. 31, 2018 | Jan. 30, 2018 | Jan. 18, 2018 |
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 6,000 | $ 82,827 | $ 88,956 | $ 196,961 | $ 95,257 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The note bears interest at 5% and matures in July 2019, and has a fixed discount conversion feature. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 10,239 | 4,851 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 30, 2019 | Feb. 28, 2019 | Sep. 9, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants | 11,859,616 | 11,859,616 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium charge to interest expense | $ 90,000 | $ 10,000 | $ 6,000 | $ 6,000 | $ 6,000 | 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | 90,000 | 10,000 | 6,000 | 6,000 | 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | a) 70% of the share price on the date of the note; or b) 50% of the lowest bid price during the 30 trading days preceding the date of the notice of conversion. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense on issuance | $ 4,035 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 144,937 | $ 144,937 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative fair value | $ 8,881 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss on debt extinguishment | 572,465 | 1,365,988 | 146,375 | 992,592 | (57,623) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net debt extinguishment loss on conversion of notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discounts | $ 6,000 | 82,827 | $ 88,956 | $ 196,961 | 95,257 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued unpaid | 2,152 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vendor settlement | 161,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest description | The unconverted notes above, issued for legal services have total accrued interest due of $9,291 at September 30, 2020, of which $2,980 is owed to Trillium Partners LP and $6,311, is owed to the attorney. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 1,598,246 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | 12,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settled debt | 75,310 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Third Party [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company increased note principal to $122,500 and added $8,077 to debt premium related to the stock settled debt feature discussed above. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Penalty expenses | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 90,000 | 90,000 | 90,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 17,715 | 17,715 | 14,993 | 4,013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium charge to interest expense | $ 90,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 8,851 | $ 8,851 | 8,851 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company received a second tranche advance under the Crown Bridge Partners, LLC, master note dated October 25, 2017, for principal amount of $35,000, including covered fees and original issue discount totaling $5,000. Under the conversion terms of the above note, the holder is entitled to a 35% discount plus an additional 10% discount based on the conversion rights of certain other note holders. Therefore a discount of 45% is assumed for any conversions of this note tranche. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $28,636 with a charge to interest expense. The original issue discount and fees charged were treated as debt discount and will be amortized to financing expenses over the term of the note. Following conversions during the year ended September 30, 2020 the principal balance and debt premium balances were reduced and the unamortized debt discount was $0, at September 30, 2020. The principal was increased by charges of $17,500 for technical default effective during the year ended September 30, 2020 and an additional put premium was calculated to be $26,250. The cross-default provisions of the note include defaults on any notes issued to third parties including any issued subsequent to the issuance of this note. The default charge and the put premium were charged to interest expense of June 30, 2020. The conversion discount increased to 60% as a result of the default. | The convertible note (the "Note") issued to Crown Bridge in the principal amount of $105,000, has an original issue discount of $10,500 and issue costs of $19,000 both of which are recorded as debt discount along with the warrant relative fair value of $12,507 for the original 100, warrants and $31,529 for the penalty warrants to be amortized over the twelve month term of this tranche, bears interest of 10% (12% default rate) per annum, and has a maturity date of 12 months from the date of each tranche of payments under the Note with future tranches being at the discretion of Crown Bridge. The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company's common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company's common stock is less than $50, per share and no shares of the Company's common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company's common stock and the conversion shares contain piggy-back registration rights. The Note is subject to customary default provisions including an event of default if the bid price of the Company's common stock is less than its par value of $.0001 per share. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | 2,766 | $ 2,766 | $ 2,766 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock | 91,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 6,325 | $ 6,325 | $ 6,187 | 2,069 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding shares, percenatage | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 112.00% | 112.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 7,365 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants | 100 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Penalty expenses | $ 31,529 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional warrant | 200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium charge to interest expense | $ 56,538 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments received | 75,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal of description | Principal was $35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest description | Accrued interest was $2,402. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | 56,538 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee | 350 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | Other Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 10,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 19,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 12 months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The terms of a Securities Purchase Agreement dated October 25, 2017. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discounts | $ 10,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment received for convertible debt | $ 17,000 | $ 17,000 | $ 17,000 | $ 17,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The following notes have been issued to the law firm, each having six month term to maturity and 12% annual interest but a change in the conversion terms such that a fixed discount of 50% of the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | Livingston is to receive $20,000, per month including $3,000 cash and $17,000 in promissory notes. The notes bear interest of 10% per annum and mature in six month. The promissory notes issued after February 28, 2020 are convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the 30 trading days prior to conversion. The notes having a conversion feature are treated as stock settled debt under ASC 480 and a debt premium of $17,000 is recognized as interest expense on note issuance date. | The Company issued a convertible note to Livingston Asset Management for $51,000 ($17,000, for each of the months from July to September, 2019), under the same interest rate and conversion discount terms. The note matures on March 31, 2020. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,500 | $ 12,500 | $ 50,000 | 10,375 | $ 12,500 | $ 12,500 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 17,000 | $ 17,000 | $ 17,000 | $ 0 | $ 0 | $ 5,277 | $ 17,000 | $ 17,000 | $ 17,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 31, 2019 | Nov. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 30.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common shares, description | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | The note has not been converted and the principal balance is $15,000, at March 31, 2021 and September 30, 2020 with $5,279, and $4,293, of accrued interest, respectively. As the note has matured it is technically in default. Under the terms of the note no default interest or penalties accrue. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss on debt extinguishment | $ 296,938 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discounts | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly fee | 17,000 | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 17,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly cash due | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal of description | The $85,375 of principal from the Livingston Asset Management LLC notes issued December 1, 2018 through June 1, 2019, along with $8,475 of accrued interest were sold and assigned to Alpha Capital Anstalt, on February 20, 2020. The assigned notes became convertible as of the date of the assignment by virtue of an agreement between the Company and the new note holder. The terms of the notes provide for conversion of principal and accrued interest at a 50% discount to the lowest closing bid price over the 20 days prior to conversion. The notes have been accounted for as stock settled debt under ASC 480, and put premium of $93,850 has been recognized with a charge to interest expense. During the year ended September 30, 2020, $2,200 of the principal was converted into common stock. The total accrued unpaid interest (also not converted) is $5,277 at September 30, 2020. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 6,429 | $ 21,428 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Auctus Fund, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The principal balance of $10,000 was reclassified to notes and loans payable and the related put premium totaling $10,000 was recognized as a gain on debt extinguishment on the date of the amendment. | The Company issued a convertible promissory note to Trillium Partners LP for cash in the amount of $10,000. The note bears interest at 10%, matures on January 11, 2020, and was convertible into the Company's common stock at 50% of the lowest closing bid price on the 20 trading days immediately preceding the notice of conversion. The Company accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $10,000 with a charge to interest expense for the notes. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,854 | 213 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 50.00% | 50.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 10,745 | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal of description | The note balance and premium were $10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest description | Accrued interest was $213 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 43,448 | $ 43,448 | 10,395 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sold and fully Converted | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redstart Holdings Corporation [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 15,000 | $ 15,000 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock | 214,286 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Penalty expenses | $ 31,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium charge to interest expense | $ 22,810 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tri-Bridge Ventures, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company issued a convertible promissory note in the amount of $53,000 to Geneva Roth Remark Holdings Inc. The Company received $50,000, in cash on June 10, 2020 with $3,000, being retained for legal and underwriting fees which will be treated as OID and be amortized to interest expense over the term of the note. The note matures on June 10, 2021, bears interest at 10%, with a 22% default interest rate and may be converted at 58% of the lowest closing bid price in the 20 days preceding a conversion. The cross-default terms in the note only include defaults on notes issued to related parties of the note holder. The Company treated the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing $38,379 of put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. The principal and accrued interest balances were, $53,000 and $1,597 at September 30, 2020, respectively. The principal and accrued interest was fully converted and balances were $0, and $0 respectively at March 31, 2021. $38,379 of put premium was reclassified to additional paid in capital upon conversion. | The Company issued a convertible promissory note for $35,000 issued to Tri-Bridge Ventures LLC for a cash loan of $35,000. The note has a one year maturity, 8% annual interest and can be converted to common stock at the contracted price of 60% of the lowest daily traded price during the 10 days prior to delivery of a conversion notice. There are no cross-default provisions in the note. The Company has treated the convertible note in accordance with ASC 480 Stock Settled Debt, and recognized the put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. The principal and accrued interest was fully converted and balances were $0, and $0 respectively at March 31, 2021. $23,333 of put premium was reclassified to additional paid in capital upon conversion. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Geneva Roth Remark Holdings Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company entered into an agreement with Geneva Roth Remark Holdings Inc. to issue a convertible promissory note in the amount of $53,000. The Company received $50,000, in cash on July 15, 2020 with $3,000, being retained for legal and underwriting fees which will be treated as debt discount and be amortized to interest expense over the term of the note. The note matures on July 10, 2021, bears interest at 10%, with a 22% default interest rate and may be converted at 58% of the lowest closing bid price in the 20 days preceding a conversion. The cross-default terms in the note only include defaults on notes issued to related parties of the note holder. The Company treated the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing $38,379 as put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. The principal and accrued interest was fully converted and balances were $0, and $0 respectively at March 31, 2021. $38,379 of put premium was reclassified to additional paid in capital upon conversion. | The Company issued a convertible promissory note in the amount of $104,000 to Geneva Roth Remark Holdings Inc. The Company received $100,500, in cash on August 28, 2020 with $3,500, being retained for legal and underwriting fees which will be treated as OID and be amortized to interest expense over the term of the note. The note matures on August 28, 2021, bears interest at 10%, with a 22% default interest rate and may be converted at 58% of the lowest closing bid price in the 20 days preceding a conversion. The cross-default terms in the note only include defaults on notes issued to related parties of the note holder. The Company treated the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing $75,310 of put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. The principal and accrued interest was fully converted and balances were $0, and $0 respectively at March 31, 2021. $75,310 of put premium was reclassified to additional paid in capital upon conversion. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Geneva Roth Remark Holdings [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company executed a convertible promissory note issued to Geneva Roth Remark Holdings for $53,500, having a 10% annual interest rate, with a 22% default interest rate, maturity of March 15, 2022, and conversion right to a 35% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The note was funded for $50,000, with $3,500, disbursed for legal and execution fees. The cross-default terms in the note only include defaults on notes issued to related parties of the note holder. The Company will treat the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing $28,807 of put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. The principal, premium and accrued interest were $53,500, $28,807 and $227 respectively at March 31, 2021. | The Company executed a convertible promissory note issued to Geneva Roth Remark Holdings for $53,500, having a 10% annual interest rate, with a 22% default interest rate, maturity of January 12, 2022, and conversion right to a 35% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The note was funded for $50,000, with $3,500, disbursed for legal and execution fees. The Company will treat the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing $28,807 of put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. The principal, premium and accrued interest were $53,500, $28,807 and $1,092 respectively at March 31, 2021. | The Company executed a convertible promissory note issued to Geneva Roth Remark Holdings for $43,500, having a 10% annual interest rate, with a 22% default interest rate, maturity of December 15, 2021, and conversion right to a 40% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The note was funded for $40,000, with $3,500, disbursed for legal and execution fees. The cross-default terms in the note only include defaults on notes issued to related parties of the note holder. The Company treated the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing $29,000 of put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. The principal, premium and accrued interest were $43,500, $29,000 and $1,621 respectively at March 31, 2021. | The Company executed a convertible promissory note issued to Geneva Roth Remark Holdings for $53,500, having a 10% annual interest rate, with a 22% default interest rate, maturity of November 2, 2021, and conversion right to a 40% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The note was funded for $50,000, with $3,500, disbursed for legal and execution fees. The cross-default terms in the note only include defaults on notes issued to related parties of the note holder. The Company treated the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing $35,666 of put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. The principal, premium and accrued interest were $53,500, $35,666 and $1,774 respectively at March 31, 2021. | The Company executed a convertible promissory note issued to Geneva Roth Remark Holdings for $53,500, having a 10% annual interest rate, with a 22% default interest rate, maturity of February 15, 2022, and conversion right to a 35% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The note was funded for $50,000, with $3,500, disbursed for legal and execution fees. The cross-default terms in the note only include defaults on notes issued to related parties of the note holder. The Company will treat the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing $28,807 of put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. The principal, premium and accrued interest were $53,500, $28,807 and $660 respectively at March 31, 2021. | The Company issued a convertible promissory note to Geneva Roth Remark Holdings for $60,000, for $57,000, cash and fees of $3,000 (treated as OID to be amortized over the life of the note) having a 10% annual interest rate, maturity of April 20, 2021, and conversion right to a 42% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The cross-default terms in the note only include defaults on notes issued to related parties of the note holder. The Company treated the convertible note in accordance with ASC 480 Stock Settled Debt, and recognized the put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible promissory note. Principal, put premium and accrued interest were $60,000, $43,448 and $2,630, respectively at September 30, 2020. The note and accrued interest were fully converted during the three months ended December 31, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redstart Holding Corporation [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 912 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment received for convertible debt | $ 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company issued a convertible promissory note to Redstart Holdings Corporation in the amount of $78,000. The note bears interest at 10%, matures on December 31, 2019, includes legal fees of $3,000 and is convertible at 35% discount to the average of the lowest two prices observed in the 15 days prior to the issuance of a conversion notice. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $42,000 with a charge to interest expense for the notes. The fees charged were treated as debt discount and will be amortized to financing expenses over the term of the note. During the three months ended December 31, 2019, Redstart converted principal totaling $15,000, into 214,286, shares of common stock. On December 31, 2019, the Company received a default notice and demand for payment of the amounts due under this convertible note. The Company recognized the default penalty of $31,500, as additional principal along with the calculated put premium of $22,810, with charges to interest expense. During the year ended September 30, 2020, Redstart converted all principal and accrued interest into shares of common stock. The principal, premium and accrued interest balances were $0, $0, and $0, and debt discount was fully amortized, at September 30, 2020. Principal was $78,000, accrued interest was $4,851, and unamortized debt discount was $912, at September 30, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,851 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 8,881 |
Promissory Notes and Loans Pa_3
Promissory Notes and Loans Payable (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Notes and Loans Payable [Abstract] | |||
Principal loans and notes | $ 1,008,498 | $ 990,305 | $ 372,260 |
Discounts | (131,724) | (87,054) | (87,311) |
Total | 876,774 | 903,251 | $ 284,949 |
Less Current portion | (571,984) | 903,251 | |
Non-current | $ 304,790 |
Promissory Notes and Loans Pa_4
Promissory Notes and Loans Payable (Details Textual) - USD ($) | Feb. 03, 2021 | Sep. 11, 2020 | Jun. 02, 2020 | Apr. 07, 2020 | Feb. 04, 2020 | Jan. 02, 2020 | Dec. 01, 2019 | Nov. 01, 2019 | Oct. 02, 2019 | Aug. 15, 2019 | Nov. 13, 2018 | Oct. 17, 2018 | Jun. 01, 2018 | Mar. 30, 2021 | Jan. 29, 2021 | Jan. 26, 2021 | Oct. 22, 2020 | Sep. 30, 2020 | Aug. 25, 2020 | Jun. 17, 2020 | Apr. 15, 2020 | Jan. 28, 2020 | Dec. 30, 2019 | Sep. 18, 2019 | Oct. 23, 2018 | Aug. 29, 2018 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2019 | Feb. 11, 2019 |
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Accrued interest | $ 94,500 | ||||||||||||||||||||||||||||||
Agreement, description | The Company issued 10,000,000 shares of common stock to a consultant for services rendered, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $34,000 was charged to consulting expense. | ||||||||||||||||||||||||||||||
Bears interest rate | 5.00% | 10.00% | 5.50% | ||||||||||||||||||||||||||||
Promissory note maturity date | Jun. 30, 2019 | Feb. 28, 2019 | Sep. 9, 2017 | ||||||||||||||||||||||||||||
Derivative liability | $ 144,937 | ||||||||||||||||||||||||||||||
Livingston Asset Management [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Principal amount | 0 | ||||||||||||||||||||||||||||||
Note and accrued interest | $ 5,493 | ||||||||||||||||||||||||||||||
Livingston Asset Management [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Principal amount | $ 17,000 | $ 85,000 | $ 85,000 | ||||||||||||||||||||||||||||
Interest percentage of debt | 10.00% | ||||||||||||||||||||||||||||||
Accrued interest | $ 1,491 | $ 1,209 | $ 1,353 | $ 1,495 | $ 1,637 | 6,760 | 1,067 | ||||||||||||||||||||||||
Agreement, description | The Company will also pay $3,000 in cash due on the first of each month. | ||||||||||||||||||||||||||||||
Promissory note issued | $ 17,000 | $ 17,000 | $ 17,000 | $ 17,000 | $ 17,000 | ||||||||||||||||||||||||||
Bears interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||
Maturity Term | 6 months | 6 months | 6 months | 6 months | 6 months | ||||||||||||||||||||||||||
Note principal and accrued interest related description | The note bears interest at 10% and matures in six months The note principal of $17,000 and accrued interest of $1,491 were forgiven at March 31, 2021 and a gain on debt extinguishment was recognized for $18,491. | The note principal balance was $17,000 at September 30, 2020 and accrued interest was $1,209. During the six months ended March 31, 2021, the principal and accrued interest were fully converted following an amendment to reinstate the original conversion terms. | Conversion terms were reinstated and the note and accrued interest of $1,770 were fully converted into common stock during the six months ended March 31, 2021. $17,000 was charged to loss on debt extinguishment due to reinstatement of conversion feature treated as stock settled debt in accordance with ASC 480. | Conversion terms were reinstated and the note and accrued interest of $1,799 were fully converted into common stock during the six months ended March 31, 2021. $17,000 was charged to loss on debt extinguishment due to reinstatement of conversion feature treated as stock settled debt in accordance with ASC 480. | Conversion terms of the original note were reinstated and the note and accrued interest of $1,924 were fully converted into common stock during the six months ended March 31, 2021. $17,000 was charged to loss on debt extinguishment due to reinstatement of conversion feature treated as stock settled debt in accordance with ASC 480. | ||||||||||||||||||||||||||
Net of fees and expenses | $ 1,145 | ||||||||||||||||||||||||||||||
EBF Partners LLC [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Principal amount | $ 208,500 | ||||||||||||||||||||||||||||||
HowCo [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Principal amount | $ 187,870 | ||||||||||||||||||||||||||||||
Interest percentage of debt | 75.00% | ||||||||||||||||||||||||||||||
Agreement, description | The terms call for Howco to use 75% of the funded amount for payroll costs. Howco has put in place controls designed to ensure compliance with the terms of forgiveness. The amount forgiven will be recognized as gain on debt extinguishment when approved. Any amount that is not forgiven is to be paid over the 18 months following the 6 month deferral period. On January 20, 2021 the Company was notified by its bank that the Small Business Administration authorized full forgiveness of its Paycheck Protection Program Loan in the amount of $220,710. The forgiveness of debt was recognized as a gain on debt extinguishment for the amount forgiven. | Under the terms of the agreement Fora receives 245 payments of $854, for each business day followed by a final payment of $853. | The Company entered into a financing arrangement through its subsidiary Howco with IOU. Howco received $199,405 less fees of $595 and Original Issue Discount of $22,000 and deferred finance charges of $47,606, for a total of $70,201 to be amortized over the term of the note. A total of $269,606 will be paid by direct debit of Howco’s bank account of $5,173, for 52 weekly payments and 1 payment of $620. The Company recognized a principal amount of $269,606 with debt discounts of $70,201. The Company’s CEO is a personal guarantor on financing facility. | The CEO is a personal guarantor for the MCA. Howco will make payments each business day by way of an ACH withdrawal of $1,489, for 140 payments. | Under the terms of the agreement PIRS receives 172 payments of $1,139 | ||||||||||||||||||||||||||
Bears interest rate | 0.98% | 0.98% | |||||||||||||||||||||||||||||
Maturity Term | 24 months | 24 months | |||||||||||||||||||||||||||||
Note principal and accrued interest related description | The principal balance was $184,390 at September 30, 2019. Following a second financing with FORA (see below) the principal balance was $0 at June 2, 2020 and September 30, 2020. | ||||||||||||||||||||||||||||||
Cash received | $ 146,250 | $ 147,355 | |||||||||||||||||||||||||||||
Issuance of discount amortization amount | 60,000 | 58,500 | $ 42,840 | ||||||||||||||||||||||||||||
Legal and other fees | $ 2,645 | ||||||||||||||||||||||||||||||
Principal amount outstanding | $ 220,710 | 220,709 | $ 154,790 | 220,709 | |||||||||||||||||||||||||||
Net of fees and expenses | 3,459 | ||||||||||||||||||||||||||||||
Purchase amount | 149,541 | ||||||||||||||||||||||||||||||
HowCo [Member] | Financing Arrangement [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Principal amount | $ 462,524 | 243,742 | 373,577 | 243,742 | $ 176,495 | ||||||||||||||||||||||||||
Agreement, description | The Company entered into a financing arrangement through its subsidiary Howco with ODK Capital, LLC. Howco received $83,000 less fees of $2,075 and Original Issue Discount of $29,631 to be amortized over the term of the note. A total of $112,631 will be paid by direct debit of Howco's bank account of $2,166, for 52 weekly payments. The Company recognized a principal amount of $112,631, $2,075 charged to expense and debt discounts of $29,631. The Company's CEO is a personal guarantor of the financing facility. | The Company entered into a financing arrangement through its subsidiary Howco with IOU Central Inc. Howco received $121,707, net of discounts totaling $119,929 fees of $595 and prior loan payoff amounts of $75,975 (FORA) and $152,318 (IOU prior note). A total of $462,524 will be paid by direct debit of Howco's bank account of $8,895, for 51 weekly payments and a final payment of $9,894. | The Company entered into a financing arrangement through its subsidiary Howco with IOU Central Inc. Howco received $199,405 less fees of $595 and Original Issue Discount of $22,000 and deferred finance charges of $47,606, for a total of $70,201 to be amortized over the term of the note. A total of $269,606 will be paid by direct debit of Howco's bank account of $5,173, for 52 weekly payments and 1 payment of $620. The Company recognized a principal amount of $269,606 with debt discounts of $70,201. The Company's CEO is a personal guarantor on financing facility. | ||||||||||||||||||||||||||||
Note principal and accrued interest related description | As of March 31, 2021 the principal balance is $112,631, with unamortized debt discount of $29,631 having a net balance of $83,000. | The principal balance of $152,318 on January 26, 2021 was fully liquidated upon funding of the IOU note discussed below. | |||||||||||||||||||||||||||||
Unamortized debt discount | 58,110 | 98,870 | 58,110 | 26,544 | |||||||||||||||||||||||||||
Net balance | 185,632 | 274,707 | 185,632 | 149,951 | |||||||||||||||||||||||||||
Debt discounts | $ 119,929 | ||||||||||||||||||||||||||||||
Fora Business Loans LLC [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Principal amount | 210,000 | ||||||||||||||||||||||||||||||
Net of fees and expenses | $ 3,750 | ||||||||||||||||||||||||||||||
Fora Business Loans LLC [Member] | Financing Arrangement [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Principal amount | 140,854 | 140,854 | 87,927 | ||||||||||||||||||||||||||||
Agreement, description | The Company entered into a financing arrangement through its subsidiary Howco with Fora Financial Business Loans, LLC. Howco received $150,000, net of discounts totaling $60,000 and less legal and underwriting fees of $3,750 and prior loan payoff amount of $40,975. A total of $210,000 will be paid by direct debit of Howco's bank account of $854, for 245 daily installments payments. The Company will recognize a principal amount of $210,000 with debt discounts of $63,750, and liquidate the principal balance and related discounts from the 2019 financing. The Company's CEO is a personal guarantor on financing facility. | ||||||||||||||||||||||||||||||
Unamortized debt discount | 28,944 | 28,944 | 11,473 | ||||||||||||||||||||||||||||
Net balance | 111,910 | 111,910 | $ 76,454 | ||||||||||||||||||||||||||||
The Small Business Administration [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Principal amount | 150,000 | $ 150,000 | 150,000 | 150,000 | |||||||||||||||||||||||||||
Bears interest rate | 3.75% | ||||||||||||||||||||||||||||||
Debt instrument amortization payments | $ 731 | ||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Principal amount | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||||||||||
Accrued interest | 827 | ||||||||||||||||||||||||||||||
Promissory note issued | $ 75,000 | $ 95,000 | |||||||||||||||||||||||||||||
Bears interest rate | 2.00% | 2.00% | 2.00% | ||||||||||||||||||||||||||||
Note principal and accrued interest related description | The principal balance was $75,000 at March 31, 2021 with accrued interest of $230. | The principal balance was $95,000 at March 31, 2021 with accrued interest of $316. | |||||||||||||||||||||||||||||
Cash received | $ 73,085 | $ 93,692 | |||||||||||||||||||||||||||||
Issuance of discount amortization amount | $ 1,915 | $ 1,308 | |||||||||||||||||||||||||||||
Promissory note maturity date | Jul. 31, 2021 | Mar. 31, 2021 | Jul. 31, 2021 | ||||||||||||||||||||||||||||
Repaid note principal | 70,000 | ||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Forgave amount | 30,000 | ||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Forgave amount | $ 50,000 | ||||||||||||||||||||||||||||||
Porta Pellex [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Principal amount | $ 62,500 | $ 62,500 | |||||||||||||||||||||||||||||
Accrued interest | 7,500 | $ 7,500 | |||||||||||||||||||||||||||||
Note and accrued interest | $ 62,500 | ||||||||||||||||||||||||||||||
Agreement, description | The Jefferson Street Capital LLC note principal and accrued interest was fully converted into 128,620 shares of common stock by December 5, 2018. A net loss on debt extinguishment of $14,057 was recorded during the year ended September 30, 2019. | ||||||||||||||||||||||||||||||
Note principal and accrued interest related description | The Trillium Partners LP note principal and accrued interest was fully converted into 115,669 shares of common stock by November 27, 2018. | ||||||||||||||||||||||||||||||
Unamortized debt discount | $ 62,500 | ||||||||||||||||||||||||||||||
Conversion of interest common shares principal discount percentage | 50.00% | ||||||||||||||||||||||||||||||
Premium with charge to interest expenses | $ 62,500 | ||||||||||||||||||||||||||||||
Derivative liability | 78,471 | ||||||||||||||||||||||||||||||
Initial derivative expense | $ 15,971 | ||||||||||||||||||||||||||||||
PIRS Capital LLC [Member] | |||||||||||||||||||||||||||||||
Promissory Notes and Loans Payable (Textual) | |||||||||||||||||||||||||||||||
Purchase amount | $ 195,840 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Equity [Abstract] | |||
Number of Options, Outstanding, Beginning | 17,755 | 17,755 | 18,505 |
Number of Options, Forfeited | (750) | ||
Number of Options, Outstanding, Ending | 17,673 | 17,755 | 17,755 |
Number of Options, Exercisable | 14,544 | 14,427 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 220 | $ 220 | $ 220 |
Weighted-Average Exercise Price, Forfeited | |||
Weighted-Average Exercise Price, Outstanding, Ending | 220 | $ 220 | |
Weighted-Average Exercise Price, Exercisable | $ 220 | $ 220 | |
Weighted-Average Remaining Contractual Term (Years), Outstanding, Begining | 5 years 105 days | 7 years 2 months 5 days | 8 years 5 months 16 days |
Weighted-Average Remaining Contractual Term (Years), Outstanding, Ending | 5 years 3 months 15 days | 7 years 2 months 5 days | |
Weighted-Average Remaining Contractual Term (Years), Exercisable | 1 year 105 days | 1 year 10 months 10 days | |
Weighted-Average Grant-Date Fair Value, Outstanding, Beginning | |||
Weighted-Average Grant-Date Fair Value, Forfeited | |||
Weighted-Average Grant-Date Fair Value, Outstanding, Ending | |||
Weighted-Average Grant-Date Fair Value, Exercisable | |||
Aggregate Intrinsic Value, Outstanding, Beginning | |||
Aggregate Intrinsic Value, Forfeited | |||
Aggregate Intrinsic Value, Outstanding, Ending | |||
Aggregate Intrinsic Value, Exercisable |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Equity [Abstract] | |||
Number of Warrants, Outstanding and exercisable, Beginning | 25,484,484 | 1,198,270 | 69,579 |
Number of Warrants, Anti-Dilution adjustment | 13,624,868 | 24,286,214 | 1,296,287 |
Number of Warrants, Exercised | (167,596) | ||
Number of Warrants, Outstanding and exercisable, Ending | 11,859,616 | 25,484,484 | 1,198,270 |
Weighted-Average Exercise Price, Outstanding and exercisable, Beginning | $ 0.0019 | $ 0.40 | $ 1.58 |
Weighted-Average Exercise Price, Anti-Dilution adjustment | |||
Weighted-Average Exercise Price, Exercised | |||
Weighted-Average Exercise Price, Outstanding and exercisable Ending | $ 0.00424 | $ 0.0019 | $ 0.40 |
Weighted-Average Remaining Contractual Term (Years), Outstanding and exercisable, Beginning | 2 years 40 days | 4 years 1 month 6 days | 4 years 1 month 6 days |
Weighted-Average Remaining Contractual Term (Years), Outstanding and exercisable, Ending | 1 year 222 days | 2 years 1 month 9 days | 4 years 1 month 6 days |
Weighted-Average Grant-Date Fair Value, Outstanding and exercisable, Beginning | |||
Weighted-Average Grant-Date Fair Value, Exercised | |||
Weighted-Average Grant-Date Fair Value, Anti-Dilution adjustment | |||
Weighted-Average Grant-Date Fair Value, Outstanding and exercisable, Ending | |||
Aggregate Intrinsic Value, Outstanding and exercisable, Beginning | $ 718,660,000 | $ 71,867 | $ 185,822 |
Aggregate Intrinsic Value, Exercised | |||
Aggregate Intrinsic Value, Anti-Dilution | |||
Aggregate Intrinsic Value, Outstanding and exercisable, Ending | $ 1,438,040,000 | $ 718,660,000 | $ 71,867 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details Textual) - USD ($) | Mar. 05, 2021 | Mar. 02, 2021 | Feb. 12, 2021 | Dec. 16, 2020 | Dec. 15, 2020 | Dec. 15, 2020 | Dec. 11, 2020 | Dec. 02, 2020 | Nov. 24, 2020 | Oct. 30, 2020 | Jun. 09, 2020 | Jun. 09, 2020 | Jun. 02, 2020 | May 14, 2020 | May 14, 2020 | Apr. 15, 2020 | Apr. 10, 2020 | Apr. 07, 2020 | Feb. 20, 2020 | Feb. 04, 2020 | Jan. 02, 2020 | Dec. 02, 2019 | Dec. 01, 2019 | Nov. 02, 2019 | Nov. 01, 2019 | Oct. 02, 2019 | Aug. 15, 2019 | Aug. 06, 2019 | Feb. 11, 2019 | Nov. 13, 2018 | Jun. 01, 2018 | Nov. 09, 2017 | Sep. 09, 2016 | Jan. 26, 2021 | Jan. 19, 2021 | Jan. 02, 2021 | Dec. 31, 2020 | Dec. 16, 2020 | Oct. 22, 2020 | Aug. 25, 2020 | Aug. 25, 2020 | Jul. 20, 2020 | Apr. 20, 2020 | Jan. 28, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 18, 2019 | Dec. 20, 2017 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 30, 2019 |
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | $ 108 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 25,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 25,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock designations amount | 4,999,750 | 4,999,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 3,255,346 | 1,553,882,154 | 1,553,882,154 | 491,032,439 | 3,255,346 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 3,255,346 | 1,553,882,154 | 1,553,882,154 | 491,032,439 | 3,255,346 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ 161,700 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total unrecognized compensation and consulting expense related to unvested stock options | $ 170,892 | $ 170,892 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes were charged to professional fees for each corresponding service month. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $12,500 with a charge to interest expense for each note. | There was one non-convertible related party note as of March 31, 2021, which was issued by Howco for $50,000. The note carries a fixed amount of interest of $14,500 and weekly payments of interest and principal of $2,580. The principal balance at March 31, 2021 was $21,571. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First tranche payment | $ 210,409 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of shares | $ 264,637 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ 11,850,771 | $ 15,360,046 | $ 15,360,046 | $ 13,080,692 | $ 11,850,771 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance settled amount due, description | The Company submitted a second registration statement filed on Form S-1. The Company requested accelerated status and the registration statement became effective on March 16, 2021. The offering provides for the issuance of up to 1,250,000,000 shares of common stock at a price of $.0175, under subscriptions. | The Company submitted an amendment to its registration statement filed on Form S-1 in response to comments on its original filing on June 8, 2020. The Company requested accelerated status and the registration statement became effective on July 2, 2020. The offering provides for the issuance of up to 1,500,000.000 shares of common stock at a price of $.00175, under subscriptions. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total notes | 900,000 | 891,000 | 891,000 | 900,000 | 900,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal and accrued interest balances | $ 210,409 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate value of warrants | 71,867 | 1,438,040,000 | 1,438,040,000 | 718,660,000 | 71,867 | $ 185,822 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | 32,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | $ 128,628 | 144,937 | 144,937 | 128,628 | 128,628 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss due to debt extinguishment | $ 572,465 | 1,365,988 | $ 146,375 | 992,592 | (57,623) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassification to APIC for 3(a)(10) debt settlement | 450,939 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense | $ 132,413 | 158,486 | $ 127,277 | $ 481,583 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants, description | On September 9, 2016, 500 5-year warrants exercisable at $10, per share were issued as part of the consideration for the Howco acquisition. These warrants were valued at aggregate of $180,000, and have no intrinsic value. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split, description | 1 for 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividend | $ 0.99 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement, description | The Company issued 10,000,000 shares of common stock to a consultant for services rendered, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $34,000 was charged to consulting expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement, description | The Company granted 1,000,000 shares of common stock to an employee, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $3,400 was charged to compensation expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-employee Services [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement, description | The Company granted 5,000,000 shares of common stock to an employee, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $17,000 was charged to compensation expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement, description | The Company granted 5,000,000 shares of common stock to an employee, which were valued at $0.0034, based on the stock price on the date of the grant. The cost of $17,000 was charged to compensation expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued, value | $ 564,461 | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 95,301,000 | 32,255,096 | 4,285,714 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 90,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 16,200 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion fees | 2,710 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ 90,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tysadco Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Per share price | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ 12,000 | $ 24,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted common stock | 120,000 | 240,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 16,503,483 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 17,000 | $ 12,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,799 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion fees | $ 1,025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 6 months | 6 months | 6 months | 6 months | 6 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 47,664 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from additional paid-in capital | $ 308,100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest due | 654 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion note fee | $ 1,145 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement, description | The Company will also pay $3,000 in cash due on the first of each month. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Geneva Roth Remark Holdings Inc. [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 46,375,000 | 46,375,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 5,200 | $ 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 14,958,904 | $ 2,650 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion fees | $ 104,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Geneva Roth Remark Holdings Inc. [Member] | Non-employee Services [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 36,006,192 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 60,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 3,000 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 19,794,860 | 16,623,800 | 19,720,340 | 16,503,483 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 17,000 | $ 17,000 | $ 17,000 | $ 1,695 | $ 17,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,770 | 1,770 | 1,924 | 1,025 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion fees | $ 1,025 | $ 1,025 | $ 1,025 | $ 17,000 | $ 1,025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Contracted price per share (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tri-Bridge Ventures, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 29,007,611 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,550 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Alpha Capital Anstalt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 81,972,474 | 16,384,615 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 21,300 | $ 70,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 91,300 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion fees | $ 8,038 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Alpha Capital Anstalt [Member] | Fixed-price Contract [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 6,330,449 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 10,745 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion fees | $ 967 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
HowCo [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 24 months | 24 months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion note fee | $ 3,459 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement, description | The terms call for Howco to use 75% of the funded amount for payroll costs. Howco has put in place controls designed to ensure compliance with the terms of forgiveness. The amount forgiven will be recognized as gain on debt extinguishment when approved. Any amount that is not forgiven is to be paid over the 18 months following the 6 month deferral period. On January 20, 2021 the Company was notified by its bank that the Small Business Administration authorized full forgiveness of its Paycheck Protection Program Loan in the amount of $220,710. The forgiveness of debt was recognized as a gain on debt extinguishment for the amount forgiven. | Under the terms of the agreement Fora receives 245 payments of $854, for each business day followed by a final payment of $853. | The Company entered into a financing arrangement through its subsidiary Howco with IOU. Howco received $199,405 less fees of $595 and Original Issue Discount of $22,000 and deferred finance charges of $47,606, for a total of $70,201 to be amortized over the term of the note. A total of $269,606 will be paid by direct debit of Howco’s bank account of $5,173, for 52 weekly payments and 1 payment of $620. The Company recognized a principal amount of $269,606 with debt discounts of $70,201. The Company’s CEO is a personal guarantor on financing facility. | The CEO is a personal guarantor for the MCA. Howco will make payments each business day by way of an ACH withdrawal of $1,489, for 140 payments. | Under the terms of the agreement PIRS receives 172 payments of $1,139 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
HowCo [Member] | Financing Arrangement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement, description | The Company entered into a financing arrangement through its subsidiary Howco with IOU Central Inc. Howco received $199,405 less fees of $595 and Original Issue Discount of $22,000 and deferred finance charges of $47,606, for a total of $70,201 to be amortized over the term of the note. A total of $269,606 will be paid by direct debit of Howco’s bank account of $5,173, for 52 weekly payments and 1 payment of $620. The Company recognized a principal amount of $269,606 with debt discounts of $70,201. The Company’s CEO is a personal guarantor on financing facility. At September 30, 2020, the principal balance was $243,742, with unamortized debt discount of $58,110 having a net balance of $185,632. As of December 31, 2020 the principal balance was $176,495, with unamortized debt discount of $26,544 having a net balance of $149,951. The principal balance of $152,318 on January 26, 2021 was fully liquidated upon funding of the IOU note discussed below. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fora Business Loans LLC 1[Member] | Financing Arrangement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement, description | The Company entered into a financing arrangement through its subsidiary Howco with Fora Financial Business Loans, LLC. Howco received $150,000, net of discounts totaling $60,000 and less legal and underwriting fees of $3,750 and prior loan payoff amount of $40,975. A total of $210,000 will be paid by direct debit of Howco’s bank account of $854, for 245 daily installments payments. The Company will recognize a principal amount of $210,000 with debt discounts of $63,750, and liquidate the principal balance and related discounts from the 2019 financing. The Company’s CEO is a personal guarantor on financing facility. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Geneva Roth Remark Holdings [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,650 | $ 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 42,807,692 | $ 2,650 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion fees | $ 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from additional paid-in capital | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Geneva Roth Remark Holdings [Member] | Non-employee Services [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 36,006,192 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Howco With IOU Central Inc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement, description | A total of $462,524 will be paid by direct debit of Howco's bank account of $8,895, for 51 weekly payments and a final payment of $9,894. The Company will recognize a principal amount of $462,524 with debt discounts of $119,929, and liquidate the principal balance and related discounts from the FORA and IOU prior notes. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Trillium PartnersTrillium Partners LP and World Market Ventures Two [Member] | Initial Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued, value | $ 1,080,032 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 617,162,196 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock incentive plan, description | The Company established its 2016 Stock Incentive Plan (the "Plan") that permits the granting of incentive stock options and other common stock awards. The maximum number of shares available under the Plan is 100,000 shares. The Plan is open to all employees, officers, directors, and non-employees of the Company. Options granted under the Plan will terminate and may no longer be exercised (i) immediately upon termination of an employee or consultant for cause or (ii) one year after termination of employment, but not later than the remaining term of the option. As of March 31, 2021, 82,327 awards remain available for grant under the Plan. | The Company established its 2016 Stock Incentive Plan (the "Plan") that permits the granting of incentive stock options and other common stock awards. The maximum number of shares available under the Plan is 100,000 shares. The Plan is open to all employees, officers, directors, and non-employees of the Company. Options granted under the Plan will terminate and may no longer be exercised (i) immediately upon termination of an employee or consultant for cause or (ii) one year after termination of employment, but not later than the remaining term of the option. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassification to APIC for 3(a)(10) debt settlement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split, description | The Company filed amendments with the Secretary of the State of Delaware, amending its articles of incorporation to execute a reverse stock split of 1 share for every 1,000 shares outstanding, and changing its name to Bantec, Inc. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,500,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 6,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Security purchase agreement, description | An additional 200 warrants were issued as a penalty and in order to entice Crown Bridge to waive its right of first refusal to provide additional financing under the terms of their convertible note. A debt discount of $44,036 was recorded for the relative fair market value of the total 300 warrants and amortized to interest expense as of September 30, 2018. The warrants have full ratchet price protection and cashless exercise rights (See Note 9). The warrant includes an anti-dilution clause that was triggered on June 4, 2018. On June 4, 2018 an unrelated convertible note holder became entitled to convert their note into common shares at a 60% discount to the stock’s market price. The anti-dilution provision trigger in the warrant agreement entitled Crown Bridge to exercise its warrants under a formula that increased the number of common shares to 31,250 at a price of $3.60 per share. Due to the fact that the number of shares and exercise price can change due to market changes in the price of the common stock the Company has concluded to treat the warrants as derivatives and to revalue that derivative at each reporting date. Therefore, a derivative liability of $261,484 with a charge to additional paid in capital was recorded on June 4, 2018. As of March 31, 2021, the warrant was revalued and the warrant holder is entitled to exercise its warrants for 11,859,116 common shares and the related derivative liability is $144,937. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants shares issued | 500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants aggregate amount | $ 180,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100 shares of the Company's common stock at an exercise price of $350 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First tranche payment | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance date | Oct. 25, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 350 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of common stock | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal and accrued interest balances | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense related to stock options | $ 78,013 | 132,599 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average period share-based compensation expense | 2 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First tranche payment | 221,232 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal and accrued interest balances | $ 221,232 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 250 | 250 | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 250 | 250 | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 250 | 250 | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassification to APIC for 3(a)(10) debt settlement |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Defined Contribution Plan (Textual) | |||||
Percentage of annual compensation | 90.00% | ||||
Employer contributions charged to operations | $ 0 | $ 0 | $ 0 | $ 0 | |
Employer contributions charged to expense | $ 4,882 | $ 4,575 | $ 29,364 | $ 30,683 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 14, 2020 | Nov. 13, 2018 | Dec. 31, 2020 | Dec. 30, 2020 | Jul. 24, 2020 | Apr. 20, 2020 | Dec. 30, 2019 | Sep. 16, 2019 | Jan. 30, 2019 | Mar. 28, 2017 | Oct. 01, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 17, 2019 | Jan. 19, 2019 |
Related Party Transactions (Textual) | |||||||||||||||||
Severance costs | $ 2,500,000 | ||||||||||||||||
Company recognized expense | $ 40,212 | $ (22,810) | 312,000 | $ 1,598,246 | $ 1,527,262 | ||||||||||||
Recognized expenses | $ 67,000 | ||||||||||||||||
Vesting period | 5 years | ||||||||||||||||
Bonus Rate | 10.00% | ||||||||||||||||
Common stock, shares issued (in Shares) | 250 | 194,520 | |||||||||||||||
Annual salary | $ 624,000 | ||||||||||||||||
Accrued salaries expense | $ 71,700 | $ 207,428 | $ 140,178 | ||||||||||||||
Principal conversion amount value | $ 200,000 | $ 90,000 | $ 180,750 | $ 35,000 | |||||||||||||
Contractual price per share | $ 0.00105 | ||||||||||||||||
Description of related party transactions | The Company filed Form 8K announcing the Board of Directors appointment on January 5, 2019 of Jeffery L. Garon as member of the board and as the Company’s chief financial officer. Under the terms of the January 4, 2019 compensation agreement with the CFO, the Company issues 100 shares each month to the CFO. The monthly stock awards are charged to compensation expense using the grant date quoted prices. During the year ended September 30, 2019, the Company was obligated to and issued 1,700 common restricted shares to the former CFO charging payroll expenses $600. The CFO resigned effective June 20, 2019. | ||||||||||||||||
Accrued interest | 4,031,722 | $ 3,595,428 | $ 1,906,478 | $ 5,460 | |||||||||||||
Employment agreement compensation | $ 140,000 | ||||||||||||||||
Modified salary | $ 275,000 | ||||||||||||||||
Annual bonus of net income | 2.00% | ||||||||||||||||
Mr Wiles [Member] | |||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||
Gross profit | 125 | ||||||||||||||||
President [Member] | |||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||
Employee benefits and share-based compensation | $ 370,000 | ||||||||||||||||
Severance costs | $ 2,500,000 | ||||||||||||||||
CFO [Member] | |||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||
Employee benefits and share-based compensation | $ 250 | ||||||||||||||||
Employment agreement salary | $ 624,000 | ||||||||||||||||
Recognized expenses | 156,000 | 156,000 | |||||||||||||||
Annual bonus | 3.00% | ||||||||||||||||
Restricted common stock | 15,000,000 | 150,000,000 | |||||||||||||||
Principal conversion amount value | $ 23,250 | $ 157,500 | |||||||||||||||
Contractual price per share | $ 0.0016 | ||||||||||||||||
CEO [Member] | |||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||
Employment agreement salary | $ 624,000 | ||||||||||||||||
Matthew Wiles [Member] | |||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||
Description of employment agreement | Under the terms of the employment agreement, Mr. Wiles' compensation is $140,000 per annum and he also will be eligible for a bonus of 10% of Howco's gross profits over $1.25 million to be paid in cash after the annual financial statements have been completed and, if applicable, audited for filing with the SEC. Mr. Wiles will also receive options to acquire 250 shares of Bantec's common stock, vesting over five years in equal amounts on the anniversary date of his Employment Agreement. On September 16, 2019, Mr. Wiles' employment agreement was modified to provide salary of $275,000, and an annual bonus of 2% of net income. | ||||||||||||||||
Recognized expenses | 33,500 | 33,500 | |||||||||||||||
Accrued salaries expense | $ 173,928 | $ 38,678 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Current | ||
Federal | ||
State | ||
Current income tax expense (benefit) | ||
Deferred | ||
Federal | ||
State | ||
Deferred income tax expense (benefit) | ||
Total income tax provision (benefit) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal (tax benefit) provision at statutory rate | $ (908,947) | $ 1,494,183 |
State (tax benefit) income taxes, net of federal benefit | (365,743) | (601,231) |
Permanent differences | 719,942 | 1,017,899 |
True up | 2,323,938 | (575,537) |
Change in Federal tax rate | ||
Changes in valuation allowance | (1,769,189) | 1,653,052 |
Total |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Deferred Tax Assets | ||
Stock-based compensation | $ 811,285 | $ 845,730 |
Accrued salary - unpaid | 768,803 | 569,388 |
Net operating losses | 3,562,416 | 5,496,575 |
Other | ||
Total deferred tax assets | 5,142,504 | 6,911,693 |
Valuation allowance | (5,142,504) | (6,911,693) |
Net deferred tax assets | ||
Deferred Tax Liabilities | ||
Identifiable intangibles - Howco Purchase | ||
Total deferred tax liabilities | ||
Net deferred tax |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Sep. 30, 2020 | |
Income Taxes (Textual) | |
Operating loss carryforwards future taxable income expiry date | Dec. 31, 2039 |
Operating loss carry forwards, description | The Company has net operating loss carryforwards of approximately $12,096,000 to reduce future taxable income. Of the $12,096,000, approximately $9,222,000, can be used through 2039, and $2,874,438 may be carried forward indefinitely. A valuation allowance for the entire amount of deferred tax assets has been established as of September 30, 2020 and 2019. |
Provision for income taxes at the federal statutory rates | 21.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease at inception - June 2, 2020 | $ 156,554 | $ 156,554 |
Less accumulated reduction | (44,477) | (17,778) |
Balance ROU asset | 112,077 | 138,776 |
Operating lease liability related to the ROU asset is summarized below: | ||
Operating lease liabilities at inception - June 2, 2020 | 156,554 | 156,554 |
Reduction of lease liabilities | (43,491) | (17,383) |
Total lease liabilities | 113,063 | 139,171 |
Less: current portion | (52,181) | (52,180) |
Lease liabilities, non-current | 60,882 | 86,991 |
Non-cancellable operating lease total future payments at December 31, 2020 are summarized below: | ||
Total minimum operating lease payments | 137,558 | 168,483 |
Less discount to fair value | (24,495) | (29,312) |
Total lease liability | $ 113,063 | $ 139,171 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 46,722 | $ 62,185 |
2022 | 63,369 | 63,369 |
2023 | 42,929 | 42,929 |
Total minimum non-cancelable operating lease payments | $ 153,020 | $ 168,483 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Textual) - USD ($) | Feb. 08, 2021 | Feb. 03, 2021 | Jan. 13, 2021 | Jan. 13, 2021 | Sep. 11, 2020 | Apr. 16, 2020 | Apr. 14, 2020 | Apr. 07, 2020 | Feb. 02, 2020 | Jan. 02, 2020 | Dec. 01, 2019 | Nov. 02, 2019 | Oct. 02, 2019 | Feb. 11, 2019 | Nov. 13, 2018 | Oct. 17, 2018 | Jun. 01, 2018 | Apr. 13, 2018 | Feb. 11, 2011 | Jan. 29, 2021 | Jan. 29, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 30, 2020 | Sep. 30, 2020 | Jun. 17, 2020 | Apr. 20, 2020 | Apr. 16, 2020 | Apr. 15, 2020 | Dec. 31, 2019 | Dec. 30, 2019 | Jul. 22, 2019 | Oct. 23, 2018 | Jan. 29, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2016 | Apr. 10, 2019 | Dec. 31, 2017 |
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Repaid amount | $ 9,000 | ||||||||||||||||||||||||||||||||||||||||||
Leases rent expense | 30,924 | $ 30,552 | $ 67,356 | $ 59,737 | |||||||||||||||||||||||||||||||||||||||
Past due amounts | 59,000 | ||||||||||||||||||||||||||||||||||||||||||
Total accrual under the lease term | 360,000 | $ 360,000 | |||||||||||||||||||||||||||||||||||||||||
Accounts payable | $ 2,832,790 | 2,690,652 | $ 2,832,790 | $ 3,163,443 | $ 218,637 | ||||||||||||||||||||||||||||||||||||||
Accrued accounts payable | $ 71,700 | $ 207,428 | 140,178 | ||||||||||||||||||||||||||||||||||||||||
Description of commitments | The Supreme Court of the State of New York issued a summons to the former CFO of the Company, to appear before the court to answer the Company's complaint seeking payment under a personal guarantee of the defendant to provide half of any compensation paid to the former Chief Strategy Officer. The Company is seeking $300,000 from the defendant relating to the November 27, 2018 settlement agreement with the former Chief Strategy Office for $600,000. The former CFO has responded to the suit and has filed a motion to dismiss the Company's suit during August of 2019. | the Supreme Court of the State of New York issued a summons to the former CFO of the Company, to appear before the court to answer the Company’s complaint seeking payment under a personal guarantee of the defendant to provide half of any compensation paid to the former Chief Strategy Officer. The Company is seeking $300,000 from the defendant relating to the November 27, 2018 settlement agreement with the former Chief Strategy Office for $600,000. The former CFO has responded to the suit and has filed a motion to dismiss the Company’s suit during August of 2019. | The Company is a wholesale vendor to the Department of Defense through its wholly owned subsidiary, Howco and is directly involved in distribution and integration of advanced low altitude UAV systems, services and products. Both the wholesale vendor and the integration/distribution aspects of the Company's business have been affected due to the COVID-19 social distancing requirements mandated by the federal, state and local governments where the Company's operations occur. For some businesses, like the Company's, much of the integration and distribution of its core products and delivery of its core services cannot always be done through "virtual" means, and even when this is possible, it requires significant capital and time to achieve. During the year ended December 31, 2020 sales and shipments at Howco have continued at a lower rate than during the three months ended December 31, 2019. It is anticipated that there may be a higher impact on the Company's operations of COVID-19 being realized during the three months ended December 31, 2020, however the Company cannot assess the financial impact of the related COVID-19 restrictions as compared to other economic and business factors. | The agreement has an initial term of three years with one year renewals. | The Company is a wholesale vendor to the Department of Defense through its wholly owned subsidiary, Howco and is directly involved in distribution and integration of advanced low altitude UAV systems, services and products. Both the wholesale vendor and the integration/distribution aspects of the Company's business have been affected due to the COVID-19 social distancing requirements mandated by the federal, state and local governments where the Company's operations occur. For some businesses, like the Company's, much of the integration and distribution of its core products and delivery of its core services cannot always be done through "virtual" means, and even when this is possible, it requires significant capital and time to achieve. Sales and shipments at Howco have continued at a slightly lower rate than during the three months ended June 30, 2019. It is anticipated that there may be a higher impact of the COVID-19 being realized during the year ended September 30, 2020, the Company cannot fully assess the financial impact of the related restrictions as compared to other economic and business factors. | Two vendors (The Equity Group and Toppan Vintage) have asserted claims for past due amounts of approximately $59,000, arising from services provided. | |||||||||||||||||||||||||||||||||||||
Convertible note amount | $ 200,000 | $ 90,000 | $ 180,750 | $ 35,000 | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The note bears interest at 5% and matures in July 2019, and has a fixed discount conversion feature. | ||||||||||||||||||||||||||||||||||||||||||
Plaintiff payment, description | $3,000 | ||||||||||||||||||||||||||||||||||||||||||
Settlement payable | 42,850 | $ 42,850 | $ 42,850 | $ 174,574 | |||||||||||||||||||||||||||||||||||||||
Professional fees | $ 161,700 | ||||||||||||||||||||||||||||||||||||||||||
Note bears interest | 5.00% | 10.00% | 5.50% | ||||||||||||||||||||||||||||||||||||||||
Description of Lease | Howco will make six monthly installments of not less than $1,500 a month for the first six months and $2,000 a month thereafter until liquidated. | the Company’s subsidiary Howco renewed its office and warehouse lease in Vancouver, WA for a term commencing on June 1, 2020 extending through June 1, 2023 at an initial monthly rent of approximately $5,154. | the Company relocated its primary office to 195 Paterson Avenue, Little Falls, New Jersey, under a one-year lease with a renewal option having monthly payments of $500. | The lease term begins February 1, 2017 and expires January 31, 2019 with the option to extend the term an additional 24 months. However, the Company never took possession of the premises and in July 2017, the Company made a decision to not take possession of the premises. | The lease term begins February 1, 2017 and expires January 31, 2019 with the option to extend the term an additional 24 months. However, the Company never took possession of the premises and in July 2017, the Company made a decision to not take possession of the premises. | ||||||||||||||||||||||||||||||||||||||
Interest Payment | 150.00% | ||||||||||||||||||||||||||||||||||||||||||
Principal Amount | $ 63,000 | ||||||||||||||||||||||||||||||||||||||||||
Accrued Interest | 94,500 | ||||||||||||||||||||||||||||||||||||||||||
Interest Expense | $ 40,212 | $ (22,810) | $ 312,000 | $ 1,598,246 | $ 1,527,262 | ||||||||||||||||||||||||||||||||||||||
Balance recorded in accounts payable | 36,548 | ||||||||||||||||||||||||||||||||||||||||||
Lease liability | $ 156,554 | $ 156,554 | $ 156,554 | $ 156,554 | $ 156,554 | ||||||||||||||||||||||||||||||||||||||
Minimum lease payments discount rate | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Notice of default, description | The principal was increased by charges of $17,500 for technical default effective June 30, 2020 and an additional put premium was calculated to be $26,250. | The principal was increased by charges of $17,500 for technical default effective June 30, 2020 and an additional put premium was calculated to be $26,250. | |||||||||||||||||||||||||||||||||||||||||
Employees earned value | $ 0 | $ 0 | $ 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Principal and interest owed total | $ 43,358 | 8,900 | 2,580 | $ 9,100 | |||||||||||||||||||||||||||||||||||||||
HowCo [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Accrued accounts payable | $ 351,006 | ||||||||||||||||||||||||||||||||||||||||||
Note bears interest | 98.00% | ||||||||||||||||||||||||||||||||||||||||||
Principal Amount | $ 279,323 | ||||||||||||||||||||||||||||||||||||||||||
Payroll percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Note bears interest | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Note bears interest | 2.00% | 2.00% | 2.00% | ||||||||||||||||||||||||||||||||||||||||
The Small Business Administration [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Note bears interest | 3.75% | ||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Monthly lease rent obligation | 16,500 | $ 16,500 | $ 16,500 | 16,500 | $ 16,500 | ||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Monthly lease rent obligation | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | ||||||||||||||||||||||||||||||||||||||
Texas Wyoming Drilling, Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Amount of claim for unpaid bills | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||
Howco [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Accounts payable | $ 416,642 | 416,642 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The employee profit share is equal to their annual salary divided by the Company's total annual payroll and multiplied by 10% of net income for the fiscal year. | ||||||||||||||||||||||||||||||||||||||||||
Description of Lease | Howco will make six monthly installments of not less than $ 1,500 a month for the following six months and $ 2,000 a month thereafter until liquidated. | Howco will pay Pacific Power LLC $5,000 a month. The monthly payments commenced on February 1st 2021. The outstanding balance will accrue at 12% per annum rate on the outstanding balance. On December 31, 2022, Howco, per the promissory note, is required to pay the entire remaining outstanding balance. | The Company's subsidiary Howco renewed its office and warehouse lease in Vancouver, WA for a term commencing on June 1, 2020 extending through June 1, 2023 at an initial monthly rent of approximately $5,154. | ||||||||||||||||||||||||||||||||||||||||
Total value | 316,642 | ||||||||||||||||||||||||||||||||||||||||||
Principal Amount | $ 279,323 | 276,430 | |||||||||||||||||||||||||||||||||||||||||
Interest Expense | $ (43,358) | (40,212) | |||||||||||||||||||||||||||||||||||||||||
Due invoices | 276,430 | $ 276,430 | |||||||||||||||||||||||||||||||||||||||||
Finance charges | $ 40,212 | ||||||||||||||||||||||||||||||||||||||||||
Accumulated interest | $ 60,437 | $ 60,437 | |||||||||||||||||||||||||||||||||||||||||
HowCo [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Note bears interest | 0.98% | 0.98% | |||||||||||||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Note bears interest | 2.00% | 2.00% | 2.00% | ||||||||||||||||||||||||||||||||||||||||
Accrued Interest | $ 827 | ||||||||||||||||||||||||||||||||||||||||||
Porta Pellex [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Accrued Interest | $ 7,500 | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||||||||||||
Description of commitments | the Company entered into a settlement agreement and mutual release with a vendor who had provided public relations and other consulting services whereby the Company shall pay to this vendor an aggregate amount of $60,000 of which $30,000 was paid on February 2, 2018. The Company was to have paid ten monthly payments of $3,000 per month beginning on February 29, 2018. The vendor is to return 400 common shares of the Company’s common stock which will be cancelled upon satisfaction of the liability. The liability is recorded at $21,000 as of March 31, 2021 and September 30, 2020. The Company is in default of the settlement. |
Concentrations (Details)
Concentrations (Details) | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)CustomersSuppliers | Mar. 31, 2020USD ($)CustomersSuppliersVendor | Sep. 30, 2020USD ($)CustomersSuppliers | Sep. 30, 2019CustomersSuppliers | |
Concentrations (Textual) | ||||
Cash, FDIC insured amount | $ | $ 250,000 | $ 250,000 | ||
Concentrations of foreign sales | $ | $ 0 | $ 5,200 | $ 7,180 | |
Accounts Payable [Member] | ||||
Concentrations (Textual) | ||||
Number of suppliers | Suppliers | 3 | 3 | ||
Supplier One [Member] | Accounts Payable [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 20.00% | 14.00% | 14.00% | |
Number of suppliers | Suppliers | 3 | 3 | ||
Supplier Two [Member] | Accounts Payable [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 18.00% | 13.00% | 12.00% | |
Number of suppliers | Suppliers | 3 | 3 | ||
Supplier Three [Member] | Accounts Payable [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 14.00% | 10.00% | 12.00% | |
Number of suppliers | Suppliers | 3 | 3 | ||
Accounts Receivable [Member] | ||||
Concentrations (Textual) | ||||
Number of customers | Customers | 2 | 2 | ||
Accounts Receivable [Member] | Customer One [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 71.00% | 75.00% | 75.00% | 57.00% |
Number of customers | Customers | 2 | 2 | ||
Accounts Receivable [Member] | Customer Two [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 21.00% | 21.00% | 21.00% | 20.00% |
Number of customers | Customers | 2 | 2 | ||
Sales Revenue, Net [Member] | ||||
Concentrations (Textual) | ||||
Number of customers | Customers | 2 | 1 | ||
Sales Revenue, Net [Member] | Customer One [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 45.00% | 82.00% | 72.00% | 52.00% |
Number of customers | Customers | 2 | 2 | ||
Sales Revenue, Net [Member] | Customer Two [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 38.00% | 11.00% | 14.00% | |
Number of customers | Customers | 2 | 2 | ||
Purchase [Member] | ||||
Concentrations (Textual) | ||||
Number of vendors | Vendor | 2 | |||
Number of suppliers | 3 | 2 | ||
Purchase [Member] | Vendor One [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 34.40% | |||
Purchase [Member] | VendorTwoMember | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 21.00% | |||
Purchase [Member] | Supplier One [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 23.00% | 22.00% | 18.00% | |
Number of suppliers | Suppliers | 1 | 2 | ||
Purchase [Member] | Supplier Two [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 11.00% | 18.00% | ||
Number of suppliers | Suppliers | 2 | |||
Purchase [Member] | Supplier Three [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 12.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jun. 07, 2021 | May 03, 2021 | Mar. 02, 2021 | Feb. 12, 2021 | Dec. 16, 2020 | Dec. 16, 2020 | Dec. 15, 2020 | Dec. 15, 2020 | Dec. 11, 2020 | Dec. 11, 2020 | Dec. 02, 2020 | Nov. 24, 2020 | Nov. 24, 2020 | Nov. 02, 2020 | Oct. 30, 2020 | Oct. 18, 2020 | Jun. 09, 2020 | Jun. 09, 2020 | May 14, 2020 | May 14, 2020 | May 14, 2020 | Feb. 20, 2020 | Feb. 20, 2020 | Dec. 15, 2019 | Nov. 02, 2019 | Oct. 02, 2019 | Jan. 19, 2021 | Jan. 02, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 22, 2020 | Dec. 18, 2020 | Dec. 16, 2020 | Nov. 18, 2020 | Oct. 22, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 13, 2021 | Dec. 23, 2020 | Oct. 07, 2020 | Sep. 11, 2020 |
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 1,553,882,154 | 1,553,882,154 | 491,032,439 | 3,255,346 | |||||||||||||||||||||||||||||||||||||||||
Share par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Notes repayments | $ 675,770 | $ 33,580 | |||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 572,465 | $ 1,365,988 | $ 146,375 | 992,592 | $ (57,623) | ||||||||||||||||||||||||||||||||||||||||
Promissory note issued | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
Principal balance | 114,194 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||
CEO [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Repayment of related party convertible promissory note | 263,000 | ||||||||||||||||||||||||||||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Share par value | $ 0.0012 | ||||||||||||||||||||||||||||||||||||||||||||
Geneva Roth Remark Holdings Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 14,958,904 | $ 2,650 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 5,200 | 53,000 | |||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,770 | $ 1,770 | $ 1,924 | $ 1,025 | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | 17,000 | 17,000 | $ 17,000 | $ 1,695 | $ 17,000 | ||||||||||||||||||||||||||||||||||||||||
Tri-Bridge Ventures, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,550 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||||||
Alpha Capital Anstalt [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 91,300 | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 21,300 | $ 70,000 | |||||||||||||||||||||||||||||||||||||||||||
Geneva Roth Remark Holdings [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 42,807,692 | $ 2,650 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,650 | $ 53,000 | |||||||||||||||||||||||||||||||||||||||||||
One Year Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Monthly fees | (18,000) | ||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | 18,000 | ||||||||||||||||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 16,200 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 90,000 | ||||||||||||||||||||||||||||||||||||||||||||
Notes repayments | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
Howco Distributing [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Due invoices | $ 276,430 | ||||||||||||||||||||||||||||||||||||||||||||
Finance charges | $ 40,212 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Geneva Roth Remark Holdings Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 36,006,192 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Livingston Asset Management LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Tri-Bridge Ventures, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Alpha Capital Anstalt [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 70,000 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Geneva Roth Remark Holdings [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 10,000,000 | 322,550,196 | 322,550,196 | ||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 43,500 | $ 43,500 | $ 53,500 | $ 6,000 | $ 6,000 | $ 6,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||
Share par value | $ 0.0012 | ||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Company executed a convertible promissory note issued to Geneva Roth Remark Holdings for $43,500, having a 10% annual interest rate, maturity of December 15, 2021, and conversion right to a 40% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The note was funded for $40,000, with $3,500, disbursed for legal and execution fees. | The Company executed a convertible promissory note issued to Geneva Roth Remark Holdings for $53,500, having a 10% annual interest rate, maturity of November 2, 2021, and conversion right to a 40% discount to the lowest traded price in the 20 days prior to delivery of a conversion notice. The note was funded for $50,000, with $3,500, disbursed for legal and execution fees. | The note bears interest at 12%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12% and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12% and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | ||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | One Year Agreement [Member] | Convertible and Non-Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Howco One [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 14,500 | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
Notes repayments | $ 2,580 | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Trillium Partners LP [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 564,463 | 564,463 | |||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Convertible notes, description | Convertible notes, description | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Geneva Roth Remark Holdings Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 60,000 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,675 | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||
Share par value | $ 0.0063 | ||||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ 35,666 | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Livingston Asset Management LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 19,794,860 | 19,794,860 | 16,503,483 | 16,623,800 | 16,623,800 | ||||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 17,000 | $ 17,000 | $ 17,000 | $ 17,000 | $ 17,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,770 | 1,799 | 1,924 | ||||||||||||||||||||||||||||||||||||||||||
Fees | $ 1,025 | $ 1,025 | $ 1,025 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Tri-Bridge Ventures, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 29,007,611 | 29,007,611 | |||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 35,000 | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,550 | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Alpha Capital Anstalt [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 16,384,615 | 16,384,615 | 16,384,615 | ||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 21,300 | $ 21,300 | $ 21,300 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Geneva Roth Remark Holdings [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 46,375,000 | 46,375,000 | 46,375,000 | ||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 53,000 | $ 53,000 | $ 53,000 | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consultant services [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Share par value | $ 0.0034 | ||||||||||||||||||||||||||||||||||||||||||||
Compensation expense | $ 17,000 | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Employees [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Share par value | $ 0.0034 | ||||||||||||||||||||||||||||||||||||||||||||
Consulting expense | $ 34,000 | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Non-employees [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Share par value | $ 0.0034 | ||||||||||||||||||||||||||||||||||||||||||||
Compensation expense | $ 3,400 |