Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Jan. 08, 2021 | Mar. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Quad M Solutions, Inc. | ||
Entity Central Index Key | 0000066600 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Sep. 30, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 36,982,141 | ||
Entity Public Float | $ 685,100 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 463,874 | $ 14,700 |
Prepaid financing fees | 15,000 | |
Total Current Assets | 478,874 | 14,700 |
TOTAL ASSETS | 0 | 14,700 |
CURRENT LIABILITIES | ||
Accounts payable | 12,191 | 34,710 |
Accrued interest | 81,468 | 39,312 |
Notes payable - related party | 59,790 | 58,128 |
Convertible debt, net | 818,596 | 351,275 |
Derivative liability | 3,763,090 | 1,509,792 |
Accrued expense | 690,334 | 283,833 |
Aurum payable | 0 | 400,000 |
Accrued revenue | 5,315 | |
Total Current Liabilities | 5,830,783 | 2,677,050 |
TOTAL LIABILITIES | 5,830,783 | 2,677,050 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.10 par value, 10,000,000 shares authorized; 2,717,640 and 800,001 shares issued and outstanding | 271,764 | 80,000 |
Common stock, $0.001 par value, 900,000,000 shares authorized; 20,121,010 and 689,778 shares issued and outstanding | 20,121 | 690 |
Additional paid-in capital | 11,014,932 | 4,339,751 |
Shares to be issued | 254,500 | 0 |
Subscription receivable | (3,100) | (3,100) |
Accumulated deficit | (16,910,125) | (7,079,690) |
Total Stockholders' Deficit | (5,351,909) | (2,662,350) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 478,874 | $ 14,700 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Sep. 30, 2019 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares par value | $ .10 | $ .10 |
Preferred stock, shares issued | 2,717,640 | 800,001 |
Preferred stock, shares outstanding | 2,717,640 | 800,001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 20,121,010 | 689,778 |
Common stock, shares outstanding | 20,121,010 | 689,778 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
REVENUES | $ 17,378,502 | $ 0 |
COST OF SALES | 17,254,140 | 0 |
GROSS PROFIT | 124,362 | 0 |
OPERATING EXPENSES | ||
Professional fees | 17,528 | 418,917 |
General and administrative | 1,368,272 | 838,418 |
Sales expense | 40,162 | |
Payroll expense | 291,006 | 147,966 |
Mineral property expense | 0 | 42,301 |
Travel | 45,621 | 121,729 |
Directors' fees | 22,000 | |
Stock compensation | 805,372 | 0 |
TOTAL OPERATING EXPENSES | 2,567,961 | 1,591,331 |
LOSS FROM OPERATIONS | (2,443,598) | (1,591,331) |
OTHER INCOME (EXPENSES) | ||
Interest expense | (1,560,560) | (639,881) |
Financing Fees | (248,395) | (37,500) |
Loss on issuance of convertible debt | (1,972,736) | (1,920,719) |
Loss (gain) on revaluation of derivative liability | (525,523) | 646,389 |
Loss on extinguishment of debt | (1,331,875) | (29,943) |
Loss on assignment of receivable | (35,699) | 0 |
Prepayment/default premium | (132,700) | 0 |
Loss on disposal of subsidiary | 0 | (403,327) |
Loss on acquisition of subsidiaries | 0 | (76,900) |
Other expense | (4,280) | 0 |
TOTAL OTHER INCOME (EXPENSES) | (5,811,768) | (2,461,881) |
LOSS BEFORE TAXES | (8,255,367) | (4,053,212) |
INCOME TAXES | 0 | 0 |
NET LOSS | $ (8,255,367) | $ (4,053,212) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED | $ (1.42) | $ (5.98) |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED | 5,809,941 | 678,246 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Additional Paid-in Capital [Member] | Stock to be Issued or Subscription Receivable [Member] | Accumulated Deficit [Member] | Preferred Stock [Member] | Common Stock [Member] |
Balance, shares at Sep. 30, 2018 | 604,362 | |||||
Balance, amount at Sep. 30, 2018 | $ (158,442) | $ 2,812,432 | $ 55,000 | $ (3,026,478) | $ 605 | |
Common stock issued for cash, shares | 56,830 | |||||
Common stock issued for cash, amount | 183,000 | 237,943 | (55,000) | $ 57 | ||
Common stock issued for services, shares | 14,000 | |||||
Common stock issued for services, amount | $ 299,400 | 299,386 | $ 14 | |||
Common stock issued for officers & directors' fees, shares | 43,300 | 43,300 | ||||
Common stock issued for officers & directors' fees, amount | $ 107,000 | 106,957 | $ 43 | |||
Rescinded shares, shares | (43,000) | |||||
Rescinded shares, amount | 0 | 43 | $ (43) | |||
Common stock issued for financing fees, shares | 14,286 | |||||
Common stock issued for financing fees, amount | 100,000 | 99,986 | $ 14 | |||
Preferred shares issued for subsidiaries, shares | 800,000 | |||||
Preferred shares issued for subsidiaries, amount | 80,000 | $ 80,000 | ||||
Retirement of derivative liabilities | 275,423 | 275,423 | ||||
Subscription receivable | (3,100) | (3,100) | ||||
Warrants issued for convertible debt | 507,581 | 507,581 | ||||
Net income for period ending September 30, 2019 | (4,053,212) | (4,053,212) | ||||
Balance, shares at Sep. 30, 2019 | 800,000 | 689,778 | ||||
Balance, amount at Sep. 30, 2019 | (2,662,350) | 4,339,751 | (3,100) | (7,079,690) | $ 80,000 | $ 690 |
Common stock issued for services, shares | 213,000 | |||||
Common stock issued for services, amount | 368,658 | 72,387 | 296,058 | $ 213 | ||
Common stock issued for financing fees, shares | 11,375,820 | |||||
Common stock issued for financing fees, amount | 1,242,016 | 1,230,640 | $ 11,376 | |||
Net income for period ending September 30, 2019 | (8,255,367) | (8,255,367) | ||||
Common stock issued for conversion of warrants, shares | 1,074,302 | |||||
Common stock issued for conversion of warrants, amount | 0 | (1,074) | $ 0 | $ 1,074 | ||
Common stock issued for conversion of preferred stock, shares | (970,930) | 6,656,250 | ||||
Common stock issued for conversion of preferred stock, amount | 12,500 | 102,937 | $ (97,093) | $ 6,656 | ||
Preferred stock issued for cash, shares | 5,000 | |||||
Preferred stock issued for cash, amount | 25,000 | 24,500 | $ 500 | |||
Preferred stock issued for financing fees, shares | 20,750 | |||||
Preferred stock issued for financing fees, amount | 207,500 | 205,425 | $ 2,075 | |||
Preferred stock issued for services, shares | 11,500 | |||||
Preferred stock issued for services, amount | 691,214 | 731,622 | (41,558) | $ 1,150 | ||
Preferred stock issued for exchanged warrants, shares | 2,851,318 | |||||
Preferred stock issued for exchanged warrants, amount | 0 | (285,132) | $ 285,132 | |||
Warrants issued with convertible debt | 383,014 | 383,014 | ||||
Retirement of derivative liability | 2,635,906 | 2,635,906 | ||||
Warrant down-round | 0 | 1,575,068 | (1,575,068) | |||
Excess shares issued with reverse split, shares | 111,860 | |||||
Excess shares issued with reverse split, amount | 0 | (112) | $ 112 | |||
Balance, shares at Sep. 30, 2020 | 2,717,638 | 20,121,010 | ||||
Balance, amount at Sep. 30, 2020 | $ (5,351,909) | $ 11,014,932 | $ 251,400 | $ (16,910,125) | $ 271,764 | $ 21,121 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (8,255,367) | $ (4,053,212) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||
Amortization of debt discount | 1,347,540 | 533,749 |
Amortization of financing fees | 0 | 100,000 |
Common stock issued for services | 368,658 | 299,400 |
Common stock issued for officers' and directors' fees | 0 | 107,000 |
Common stock issued for convertible debt default | 109,600 | 0 |
Common stock issued for financing fees | 27,250 | 0 |
Preferred stock issued for financing fees | 207,500 | 0 |
Preferred stock issued for services | 691,214 | 0 |
Loss on issuance of convertible debt | 3,274,483 | 1,791,189 |
Loss (gain) on revaluation of derivative liability | 525,523 | (646,389) |
Loss on extinguishment of debt | 30,128 | 55,703 |
Loss on disposal of subsidiary | 0 | 303,327 |
Loss on acquisition of subsidiary | 0 | 76,900 |
Financing fees for conversion of preferred stock | 12,500 | 0 |
Changes in assets and liabilities: | ||
Decrease (increase) in prepaids | (15,000) | 0 |
Increase (decrease) in accounts payable | (21,019) | 40,416 |
Increase (decrease) in accrued interest | 163,868 | 35,183 |
Increase (decrease) in deferred payroll | 0 | (14,536) |
Increase (decrease) in accrued expense | 405,000 | 283,833 |
Increase (decrease) in prepaid revenue | 5,315 | 0 |
Net cash used by operating activities | (1,087,108) | 1,087,437 |
CASH FLOWS FROM INVESTING ACTIVITIES: | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock and warrants | 0 | 193,000 |
Proceeds from sale of preferred stock | 25,000 | 0 |
Proceeds from convertible debt, net | 1,636,402 | 948,944 |
Proceeds from note payable-related party | 0 | 1,293 |
Payment of convertible debt | (91,083) | (43,000) |
Proceeds from assignment of receivables | 59,851 | 0 |
Payment on assignment of receivables | (95,550) | 0 |
Net cash provided by financing activities | 1,536,282 | 1,100,237 |
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS | 449,174 | 12,800 |
Cash, beginning of period | 14,700 | 1,900 |
Cash, end of period | 463,874 | 14,700 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Derivative liabilities | 1,095,078 | 835,415 |
Common stock issued to retire convertible notes | $ 1,209,617 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Sep. 30, 2020 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | Quad M Solutions, Inc. (“the Company”), f/k/a Mineral Mountain Mining & Milling Company, was incorporated under the laws of the State of Idaho on August 4, 1932 for the purpose of mining and exploring for non-ferrous and precious metals, primarily silver, lead and copper. Until April 16, 2019, the Company had two wholly owned subsidiaries, Nomadic Gold Mines, Inc., an Alaska corporation, and Lander Gold Mines, Inc., a Wyoming corporation (the “MMMM Mining Subsidiaries”). On March 22, 2019 the Company entered into two separate Share Exchange Agreements pursuant to which it agreed to acquire 100% of the capital stock of two newly organized private entities, NuAxess 2, Inc., a Delaware corporation, and PR345, Inc., a Texas corporation n/k/a OpenAxess, Inc., in consideration for the issuance of 400,000 shares of Series C Preferred Stock, issued to the control shareholders of each of NuAxess and PR345, n/k/a OpenAxess and 400,000 shares of Series D Preferred Stock, issued to the minority, non-control shareholders of the two entities. The closing of the two Share Exchange Agreements occurred on April 16, 2019, at which date NuAxess and PR345 became wholly-owned subsidiaries of the Company. In addition, on April 16, 2019, the Company sold 75% of its equity interests in the MMMM Mining Subsidiaries for $10, to Aurum, LLC, a newly organized Nevada corporation (“Aurum”) formed and controlled by Sheldon Karasik, the Company’s former CEO, Chairman and a principal shareholder, for the purpose of entering into the MBO Agreement and operating the Company’s formerly wholly-owned Mining Subsidiaries. In addition, Aurum assumed all of the liabilities of the MMMM Mining Subsidiaries. Reference is made to Recent Developments-Former MMMM Mining Subsidiaries On May 13, 2019, the Company filed a Definitive Information Statement on Schedule 14C for the purpose of implementing the following corporate actions: (i) the increase in the authorized shares of common stock from 100 million shares to 900 million shares (the “Authorized Common Stock Share Increase”); and (ii) change the name of the Company from Mineral Mountain Mining & Milling Company to Quad M Solutions, Inc. (the “Name Change”). On June 7, 2019, the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Idaho effecting the Name Change. On June 14, 2019 the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Idaho effecting the Authorized Common Stock Share Increase. In addition, effecting the Authorized Common Stock Share Increase. In addition, on July 19, 2019, the Company obtained the requisite approval from FINRA for the Name Change. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | This summary of significant accounting policies of Quad M Solutions, Inc and its two wholly owned subsidiaries is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. Basis of Presentation The consolidated financial statements incorporate the accounts of Quad M Solutions, Inc and its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. The accounts have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Accounting Method The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Earnings (Losses) Per Share Basic earnings per share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Fully-diluted earnings per share is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding and the additional common shares that would have been outstanding if potential common shares had been issued. Potential common shares are not included in the computation of fully diluted earnings per share if their effect is anti-dilutive. Cash Equivalents The Company considers cash, certificates of deposit, and debt instruments with a maturity of three months or less when purchased to be cash equivalents. Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations. The Company has a set of convertible notes that have warrants with down round features and there have been events which have triggered recognition of the down round features. The accounting recognition of these features involves significant estimates by the Company management. The accounting recognition of the triggered down round features, which have the same accounting effect as a “dividend”, has cumulatively reduced retained earnings by $1,575,068. Fair Value of Financial Instruments The Company’s financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2020 and 2019. The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. At September 30, 2020 and 2019 the Company did not have any assets measured at fair value other than cash and deposits. At September 30, 2020 and 2019 the Company had conversion features embedded in its convertible notes payable. The fair value measurement of those derivatives, using a Binomial valuation model, was $3,763,090 at September 30, 2020 and $1,509,792 at September 30, 2019 and is reported as derivative liability on the balance sheet. Going Concern As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of September 30, 2020, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $16,910,125. The Company’s working capital deficit is $5,351,909. Achievement of the Company’s objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively operating and capital costs. The Company plans to fund its future operations by potential sales of its common stock or by issuing debt securities. However, there is no assurance that the Company will be able to generate sufficient equity and/or debt capital at terms and conditions satisfactory of the Company. Provision for Taxes Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition New Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The ASU will be effective for annual periods beginning after December 15, 2018 and interim periods within that fiscal year, early adoption is permitted. We do not believe the adoption of ASU 2018-07 materially impacted our consolidated financial statements. The Company has evaluated the authoritative guidance issued subsequent to September 30, 2018 and does not expect the adoption of these standards to have a material effect on its financial position or results of operations. |
FORMER MINING OPERATIONS
FORMER MINING OPERATIONS | 12 Months Ended |
Sep. 30, 2020 | |
FORMER MINING OPERATIONS | |
NOTE 3 - FORMER MINING OPERATIONS | On April 24, 2019, the Company filed a Form 8-K reporting that on April 16, 2019, the Company entered into a Share Exchange and Assignment Agreement (the “MBO Agreement”) between the Company and Aurum, LLC, a newly organized Nevada corporation formed by Sheldon Karasik, the Company’s former CEO, for the purpose of entering into the MBO Agreement. Pursuant to the MBO Agreement, the Company sold, transferred and assigned to Aurum 75% of the shares of capital stock of the MMMM Mining Subsidiaries for cash consideration of $10 plus the assumption by Aurum of all liabilities of the MMMM Mining Subsidiaries. The Company retained 25% equity interest in the MMMM Mining Subsidiaries. Effective on September 15, 2019, the Company divested 6% of its equity interest in the MMMM Mining Subsidiaries to an unaffiliated third party for nominal consideration in the amount of $2000, represented by a note payable reducing it equity interest from 25% to 19%. Other than its minority equity interest, the Company has no control nor any involvement in the management or operations of the former MMMM Mining Subsidiaries. |
EQUITY PURCHASE AGREEMENT
EQUITY PURCHASE AGREEMENT | 12 Months Ended |
Sep. 30, 2020 | |
EQUITY PURCHASE AGREEMENT | |
NOTE 4 - EQUITY PURCHASE AGREEMENT | The Company entered into an Equity Purchase Agreement, dated as of October 1, 2018 (the “Equity Purchase Agreement”), with Crown Bridge Partners, LLC, an institutional investor (“Crown Bridge”) pursuant to which the Company agreed to issue to Crown Bridge shares of the Company’s common stock, $0.001 par value (the “Common Stock”), in an amount up to $5,000,000 (the “Equity Line”), subject to the Company filing a registration statement with the SEC to register the shares of Common Stock underlying the Equity Line, as follows: (i) 8,000,000 Put Shares to be issued to Crown Bridge upon purchase from the Company from time to time pursuant to the terms and conditions of the Equity Purchase Agreement; and (ii) 1,428,571 shares of Common Stock to be issued by the Company to Crown Bridge as a commitment fee. The Company does not intend to pursue the financing under the Equity Line with Crown Bridge and the registration statement registering the Put Shares and Commitment Shares is no longer current. |
ACQUISTION OF WHOLLY OWNED SUBS
ACQUISTION OF WHOLLY OWNED SUBSIDIARIES | 12 Months Ended |
Sep. 30, 2020 | |
ACQUISTION OF WHOLLY OWNED SUBSIDIARIES | |
NOTE 5 - ACQUISTION OF WHOLLY OWNED SUBSIDIARIES | On April 24, 2019, the Company filed a Form 8-K reporting that effective on April 16, 2019, the Company completed the closing of the two separate Share Exchange Agreements with unaffiliated third parties, dated March 22, 2019, pursuant to which the Company acquired 100% of the capital stock of NuAxess 2, Inc., a Delaware corporation, and PR345, Inc. n/k/a OpenAxess, Inc, a Texas corporation. Pursuant to these Agreements, the Company acquired all of the capital stock of NuAxess and P3R45 in exchange for the issuance to the shareholders of NuAxess and PR345 shares of newly authorized Series C and D Convertible Preferred Stock, par value $0.10 per share (the “Series C and Series D Preferred”). Pursuant to the Certificates of Designation, as amended, applicable to the Series C and Series D Preferred, the holders of said shares are subject to beneficial ownership limitations which provide that none of the holders of Series C and Series D Preferred can exercise their conversion rights if, as a result of such conversions, a holder would own in excess of 4.99% of the Company’s outstanding shares. The Share Exchange Agreement transaction was valued at $80,000 and, as a result, a loss on acquisition in the amount of $76,900 was recorded. |
SHARE EXCHANGE AND ASSIGNMENT A
SHARE EXCHANGE AND ASSIGNMENT AGREEMENT | 12 Months Ended |
Sep. 30, 2020 | |
SHARE EXCHANGE AND ASSIGNMENT AGREEMENT | |
NOTE 6 - SHARE EXCHANGE AND ASSIGNMENT AGREEMENT | On April 16, 2019, the Company entered into a Share Exchange and Assignment Agreement (the “MBO Agreement”) with Aurum, LLC (“Aurum”), a newly formed Nevada corporation organized by Sheldon Karasik, the Company’s former CEO, Chairman and a principal shareholder for the purpose of acquiring 75% of the capital stock of the MMMM Mining Subsidiaries from the Company for cash consideration of $10 plus the assumption by Aurum of all of the liabilities of the Mining Subsidiaries. On the date of closing of the MBO Agreement, the Company made a payment of $100,000 to Aurum, which proceeds were to be used by Aurum to fund the operations of the MMMM Mining Subsidiaries. The MBO Agreement also required the Company to allocate a portion of the proceeds received by the Company under the Crown Bridge Equity Line, if any, to pay Aurum for the operations of the MMMM Mining Subsidiaries, among other terms and conditions. In connection with the MBO Agreement, Aurum assumed all of the liabilities of the MMMM Mining Subsidiaries, which were disclosed to the Company as totaling approximately $96,673. As a result of this transaction, a loss of $403,327 was recorded. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Sep. 30, 2020 | |
CONVERTIBLE DEBT | |
NOTE 7 - CONVERTIBLE DEBT | On or about November 27, 2018, the Company issued a convertible promissory note to an institutional investor for the principal sum of $63,000.00, together with interest at 12% per annum, with a maturity date of November 27, 2019 (the “Note”). The Note was convertible at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into shares of Common Stock at a Variable Conversion Price, which is equal to 58% multiplied by the Market Price defined as the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $3,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1770 was $131,158 using a binomial pricing model and was calculated as a derivative liability discount to the Note. That amount is recorded as a new contra-note payable, but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the Note. Because of the derivative nature of the $131,158 valuation of the conversion feature, $71,158 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt. An accredited investor acquired the note from the institutional investor, with the consent of the Company, in consideration for the payment of the outstanding principal, accrued interest and prepayment penalty in the aggregate amount of $96,816. The Company then issued a replacement convertible promissory note payable to the acquiring institutional investor for the principal sum of $96,816 with identical terms to the original note (interest at 12% per annum, maturity date of November 27, 2019, conversion rights and conversion price.) This transaction was treated as an extinguishment and reissuance of the original note and resulted in accelerated recognition of interest expense for original issue discount debt discount of $1,471, interest expense for derivative liability debt discount of $26,425 and a loss on extinguishment in the amount of $29,943. The conversion feature of the replacement note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1775 was $292,344 using a binomial pricing model and was calculated as a derivative liability discount to the Note. That amount is recorded as a new contra-note payable amount, but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the Note. Because of the derivative nature of the $292,344 valuation of the conversion feature, $195,528 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt. On or about November 29, 2019, the Company and the institutional investor entered into a Note Extension Agreement (“Extension Agreement”). Pursuant to the Extension Agreement the maturity date was extended to November 30, 2020. During the year ended September 30, 2020, $16,647 of regular interest and $32,993 of derivative liability discount was expensed. During the year ended September 30, 2019, $3,756 of regular interest and $63,823 of derivative liability discount was expensed. On or about September 1, 2020, the Company entered into a Note Modification Agreement (“Modification”) in which the above note in the amount of $96,816 of principal and $20,403 of accrued interest and another note in the amount of $94,000 in principal and $8,627 of accrued interest (described below) were superseded and consolidated into a single new long-term note in the Principal amount of $250,000. The new note bears interest at a rate of 8% per annum and has a maturity date of December 31, 2021. During the year ended September 30, 2020, $1,534 of regular interest and $24,007 of derivative liability discount was expensed, there was no corresponding expense during the year ended September 30, 2019. On or about February 22, 2019, the Company issued a second convertible promissory note to the same institutional investor for the principal sum of $43,000, together with interest at the rate of 12%per annum, with a maturity date of February 22, 2020. The institutional investor had the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $3,000 as a fee which it recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.116 was $76,918 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs and amounts discussed immediately below), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $76,918 valuation of the conversion feature, $36,918 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt. The outstanding principal and accrued interest in the amount of approximately $45,460 and a prepayment penalty in the amount of $19,350 was paid on August 14, 2019. On August 14, 2019, the Company prepaid the entire principal and accrued interest on the $43,000 note. On September 12, 2019, the Company received a confirmation letter from the institutional investor/holder stating that “Since the Note has been fully satisfied, we are returning to you the original Note marked “PAID.” During the year ended September 30, 2019 there was no expense related to this note. During the year ended September 30, 2019, $3,198 of regular interest, $3,000 of original issue discount, and $40,000 of derivative liability discount was expensed. There was no corresponding expense during the period ended September 30, 2020 On or about April 25, 2019, the Company issued a convertible promissory note to another third-party institutional investor for the principal sum of $75,000, together with interest at the rate of 12%per annum, with a maturity date of April 25, 2020. The investor had the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price equal 58% multiplied by the Market Price, representing a discount rate of 42%, in which Market Price is the average of the lowest two Trading Prices for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The Company paid $1,250 in original issue discount and $3,000 as a fee both of which are recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1062 was $139,348 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $139,348 valuation of the conversion feature, $69,348 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. Between December 2019 and June 2020, the investor converted all of the outstanding principal and interest in the amount $75,000 of principal and $10,580 of accrued interest into 615,293 post-split shares of common stock. During the year ended September 30, 2020, $6,684 of regular interest, $2,842 of original issue discount and $39,781 of derivative liability discount was expensed. During the period ended September 30, 2019, $3,896 of regular interest, $2,158 of original issue discount, and $30,219 of derivative liability discount was expensed. On or about April 29, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $66,000, together with interest at the rate of 12% per annum, with a maturity date of April 29, 2020. The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two Trading Prices for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The Company paid $6,000 in original issue discount and $3,000 as a fee both of which are recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1510 was $175,334 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $175,334 valuation of the conversion feature, $118,334 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the year ended September 30, 2020, $11,237 of regular interest, $5,213 of original issue discount and $33,016 of derivative liability discount was expensed. During the period ended September 30, 2019, $3,388 of regular interest, $3,787 of original issue discount, and $23,984 of derivative liability discount was expensed. On or about May 7, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $50,000, together with interest at the rate of 12% per annum, with a maturity date of May 7, 2020. The investor had the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% multiplied by the Market Price (representing a discount rate of 40%), in which Market Price is the average of the lowest two Trading Prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The Company paid $3,500 as a fee which is recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1607 was $131,162 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $131,162 valuation of the conversion feature, $84,662 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the year ended September 30, 2020, $8,016 of regular interest, $2,104 of original issue discount and $27,951 of derivative liability discount was expensed. During the period ended September 30, 2019, $2,416, of regular interest, $1,396 of original issue discount, and $18,549 of derivative liability discount was expensed. On or about May 17, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $50,000, together with interest at the rate of 12% per annum, with a maturity date of February 17, 2020. The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the Market Price, representing a discount rate of 42%, in which Market Price is the lowest bid price for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The Company paid $5,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0902 was $76,989 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $76,989 valuation of the conversion feature, $31,989 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. On January 21, 2020, the note was assigned to another investor with the original terms of the note remaining unchanged. During the year ended September 30, 2020, $9,732 of regular interest, $2,536 of original issue discount and $22,826 of derivative liability discount was expensed. During the period ended September 30, 2019, $2,236, of regular interest, $2,464 of original issue discount, and $22,174 of derivative liability discount was expensed. On or about May 21, 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $110,000, together with interest at the rate of 8% per annum, with a maturity date of November 21, 2019. The investor has the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% multiplied by the Market Price, representing a discount rate of 40%, in which Market Price is the lowest bid price for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The Company paid $5,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0765 was $138,861 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $138,861 valuation of the conversion feature, $38,861 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. Between May 2020 and June 2020, the investor converted all of the outstanding principal and interest in the amount $110,000 of principal and $19,222 of accrued interest into 1,495,119 post-split shares of common stock. During the year ended September 30, 2020, $16,039 of regular interest, $2,826 of original issue discount and $28,261 of derivative liability discount was expensed. During the period ended September 30, 2019, $3,182, of regular interest, $7,174 of original issue discount, and $71,739 of derivative liability discount was expensed. On or about June 11, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $70,000, together with guaranteed interest at the rate of 15% per annum with a six-month minimum, with a maturity date of September 11, 2019. The investor has the right if the note is defaulted to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 50% multiplied by the Market Price, representing a discount rate of 50%, in which Market Price is the lowest trading price for the Company’s Common Stock during the preceding 30 trading day period prior to the Conversion Date. The Company paid $20,000 in original issue discount which is recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0631 was $122,694 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $122,694 valuation of the conversion feature, $72,694 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. During the period ended September 30, 2019, $5,250, of regular interest, $20,000 of original issue discount, and $50,000 of derivative liability discount was expensed. There was no corresponding expense during the period ended September 30, 2018. On September 25, 2019, a third-party institutional investor acquired the $70,000 note dated June 11, 2019, with the consent of the Company, paying the outstanding principal, accrued interest and prepayment penalty in the aggregate amount of $95,760. The Company then issued a replacement convertible promissory note payable to third-party purchaser for the principal sum of $95,760 with interest at 10% per annum, a maturity date of September 25, 2020, granting the purchaser the right at any time to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lesser of 60% multiplied by the average of the two lowest trading prices during the 20 trading days preceding the date of the note, or the average of the two lowest trading prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. This transaction was treated as an extinguishment of the original note and resulted in recognition a loss on extinguishment in the amount of $49,762. The conversion feature of this replacement note represents an embedded derivative. A derivative liability with an intrinsic value of $0.04407 was $145,522 using a binomial pricing model and was calculated as a derivative liability discount to the Note. That amount is recorded as a new contra-note payable amount, but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the Note. Because of the derivative nature of the $145,522 valuation of the conversion feature, $49,762 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt. Between January 2020 and May 2020, the investor converted all of the outstanding principal and interest in the amount $95,760 of principal and $5,644 of accrued interest into 705,850 post-split shares of common stock. During the year ended September 30, 2020, $5,511 of regular interest and $92,710 of derivative liability discount was expensed. During the year ended September 30, 2019, $133 of regular interest and $3,050 of derivative liability discount was expensed. On or about July 1 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $112,500, together with interest at the rate of 12% per annum with a maturity date of December 25, 2020, which investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% multiplied by the Market Price, representing a discount rate of 40%, in which Market Price is the average of the two lowest trading prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The Company paid fees of $122,500 which was recorded as a debt discount and being amortized over the life of the loan The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0696 was $182,517 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $182,517 valuation of the conversion feature, $82,517 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. On April 1, 2020 the investor assigned $62,541 of principal and interest to another investor. Between April 2020 and May 2020, that investor converted all of the assigned principal into 840,024 post-split shares of common stock. Between April 2020 and May 2020, the investor converted the remaining $62,541 of principal and $2,551 of accrued interest into 761,862 post-split shares of common stock. During the year ended September 30, 2020, $12,015 of regular interest, $18,525 of original issue discount and $74,098 of derivative liability discount was expensed. During the period ended September 30, 2019, $3,403, of regular interest, $3,975 of original issue discount, and $15,902 of derivative liability discount was expensed. On or about July 12 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $75,000, together with interest at the rate of 12% per annum with a maturity date of April 12, 2020, which investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 50% multiplied by the Market Price, representing a discount rate of 50%, in which Market Price is the lowest trading price (average of the two lowest closing bid prices) for the Company’s Common Stock during the preceding 25 trading day period prior to the Conversion Date. The Company paid $7,500 in original issue discount, fees of $2,750 and issued warrants valued at $27,911 all of which are recorded as a debt discount and being amortized over the life of the loan The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0416 was $91,496 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $91,496 valuation of the conversion feature, $54,656 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. Between January 2020 and June 2020, the investor converted the outstanding $75,000 of principal and $6,149 of accrued interest into 754,604 post-split shares of common stock. During the year ended September 30, 2020, $6,091 of regular interest, $31,651 of original issue discount and $26,122 of derivative liability discount was expensed. During the period ended September 30, 2019, $2,000, of regular interest, $12,985 of original issue discount, and $10,717 of derivative liability discount was expensed. On or about August 13 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $225,000, together with interest at the rate of 10% per annum with a maturity date of February 13, 2020, which investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lower of $0.08 and 60% of the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The Company paid $22,500 in original issue discount and fees of $7,500 which are recorded as a debt discount and being amortized over the life of the loan. Additionally, the Company issued warrants valued at $479,670, this amount is also recorded as a debt discount, but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. As a result of this cap, $284,670 is recorded as an expense and reported as a loss on issuance of convertible debt. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0754 was $642,857 using a binomial pricing model and was calculated as a derivative liability discount to the note. Because the entire note now was fully discounted by the amounts above, the $642,857 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt. On February 13, 2020, the note entered a maturity date default resulting in a default premium of $94,600 being added to the principal of the note and the interest rate increasing to 18%. Between February 2020 and June 2020, the investor converted the outstanding $225,000 of principal, $94,600 of default premium and $27,656 of accrued interest into 2,943,441 post-split shares of common stock. During the year ended September 30, 2020, $24,657 of regular interest, $166,304 of original issue discount and $0 of derivative liability discount was expensed. During the period ended September 30, 2019, $3000, of regular interest and $58,696 of original issue was expensed. On or about August 29 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $55,000, together with interest at the rate of 8% per annum with a maturity date of August 28, 2020, which investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is 60% of the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The Company paid $5,000 in original issue discount and fees of $2,500 which are recorded as a debt discount and being amortized over the life of the loan. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.05368 was $84,403 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $84,403 valuation of the conversion feature, $36,903 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. Between March 2020 and May 2020, the investor converted the outstanding $55,000 of principal and $2,828 of accrued interest into 353,123 post-split shares of common stock. During the year ended September 30, 2020, $2,424 of regular interest, $6,824 of original issue discount and $43,217 of derivative liability discount was expensed. During the period ended September 30, 2019, $403, of regular interest and $676 of original issue and $4,283 of derivative liability discount was expensed was expensed. On or about October 1, 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $94,000, together with interest at the rate of 10% per annum with a maturity date of September 30, 2020. The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% multiplied by the Market Price (representing a discount rate of 50%), in which Market Price is the lowest closing bid price for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.04487 was $210,363 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $210,363 valuation of the conversion feature, $116,363 is recorded was an expense in the current period and reported as a loss on issuance of convertible debt. On or about September 1, 2020, the Company entered into a Note Modification Agreement (“Modification”) in which this note in the amount of $94,000 of principal and $8,627 of accrued interest and another note in the amount of $96,816 of principal and $20,403 of accrued interest (described above) were superseded and consolidated into a single new long-term note in the Principal amount of $250,000. The new note bears interest at a rate of 8% per annum and has a maturity date of December 31, 2021. During the year ended September 30, 2020, $8,653 of regular interest and $94,000 of derivative liability discount was expensed. There was no corresponding expense during the year ended September 30, 2019 On or about November 12, 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $59,400, together with interest at the rate of 12% per annum with a maturity date of November 12, 2020. The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lesser of 60% multiplied by the Market Price (representing a discount rate of 50%), in which Market Price is the average of the two lowest closing bid prices for the Company’s Common Stock during the 20 trading day period prior to the date of the note, or 60% multiplied by the Market Price (representing a discount rate of 40%), in which Market Price is the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.0483 was $125,504 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $125,504 valuation of the conversion feature, $75,504 is recorded was an expense in the current period and reported as a loss on is |
COMMON STOCK AND PREFERRED STOC
COMMON STOCK AND PREFERRED STOCK | 12 Months Ended |
Sep. 30, 2020 | |
COMMON STOCK AND PREFERRED STOCK | |
NOTE 8 - COMMON STOCK AND PREFERRED STOCK | Upon formation the authorized capital of the Company was 2,000,000 shares of common stock with a par value of $.05, in 1953 the Company increased the authorized capital to 3,000,000 shares of common stock, in 1985 the authorized capital was again increased to 10,000,000 shares of common stock, and in 2014 the Company increased the authorized capital to 100,000,000 shares of common stock with a par value of $.001 and 10,000,000 shares of preferred stock with a par value of $.10. On May 13, 2019, the Company filed a DEF 14C approving the increase in authorized shares of common stock from 100,000,000 shares to 900,000,000 shares. Preferred Stock On March 21, 2019, the Company filed a Certificate of Designation amending the Articles of Incorporation and designating the rights and restrictions of 1 share of Series B Super Voting Preferred Stock, par value $0.10 per share (the “Series B Preferred Stock”), pursuant to resolutions approved by the Board of Directors (the “Board”) on November 5, 2018. On March 21, 2019, the Company issued to Sheldon Karasik, the Chief Executive Officer, President and Chairman of the Board, the one share of Series B Preferred Stock in exchange for $0.16, which price was based on the closing price of the Company’s Common Stock as of November 5, 2018 of $0.16, the date the issuance was approved by the Board. Sheldon Karasik, as the holder of the Series B Preferred Stock, is entitled to vote together with the holders of the Company’s Common Stock upon all matters that may be submitted to holders of Common Stock for a vote, and on all such matters, the share of Series Voting Preferred Stock shall be entitled to that number of votes equal to 51% of the total number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis. The Company filed the Certificate of Designation with the Secretary of State of Idaho on March 21, 2019. On April 2, 2019, the Company filed two Certificates of Designation amending the Articles of Incorporation and designation the rights and restrictions of 400,000 shares of Series C Convertible Preferred Stock, par value $0.10 and 400,000 shares of Series D Convertible Preferred Stock, par value $0.10 pursuant to two separate Share Exchange Agreements, see Note 5. During the quarter ended September 30, 2020 2,080 of the Series C preferred shares were converted into 950,000 shares of common stock. On April 8, 2019, the Company filed a Certificates of Designation amending the Articles of Incorporation and designation the rights and restrictions of 25,000 shares of Series E Convertible Preferred Stock, par value $0.10. On March 9, 2020, the Company filed a Certificate of Designation amending the Articles of Incorporation and designation the rights and restrictions of 20,750 shares of Series F Convertible Preferred Stock, par value $0.10. The shares were issued to an institutional investor for financing fees. During the period ended September 30, 2020 20,410 of the outstanding shares of Series F preferred shares were converted into 4,681,250 shares of common stock. On April 27, 2020, the Company filed a Certificate of Designation amending the Articles of Incorporation and designation the rights and restrictions of 2,000,000 shares of 13% Series G Cumulative Redeemable Perpetual Preferred Stock, par value $0.10 and a stated value of $25 per share. Additionally, on the same date, the Company filed a Certificate of Designation amending the Articles of Incorporation and designation the rights and restrictions of 50,000 shares of Series M Convertible Preferred Stock, par value $0.10. On May 28, 2020, the Company’s Board of Directors approved the execution of consulting services agreements with six unrelated persons/entities, none of whom were affiliates of the Company, pursuant to which the Company agreed to the issuance of 11,500 shares of a Series M Convertible Preferred Stock. Each share of Series M Convertible Preferred Stock is convertible into 50 shares of Common Stock. On July 2, 2020, the Company filed a Certificate of Designation amending the Articles of Incorporation and designating the rights and restrictions of 2,851,318 shares of Series A Convertible Preferred Stock, par value $0.10. The shares were issued in exchange for an outstanding warrant. During the quarter ended September 30, 2020, 950,000 shares were converted into 950,000 shares of common stock. On August 28, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and designating the rights and restrictions of 5,000 shares of Series H Convertible Preferred stock, par value $0.10 and a stated value of $10. The shares were issued for cash of $25,000. On September 28, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and designation the rights and restrictions of 1,000,000 shares of Series O 7% Redeemable Cumulative Preferred Stock, par value $0.10 and a stated value of $12.50. During the quarter ended June 30, 2020, 11,870 shares of Series F Convertible Preferred Stock were converted into 3,217,500 shares of common stock. Common stock On February 23, 2020, the Company implemented a 1 for 100 reverse stock split of its outstanding common stock (the “Reverse Split”). During the year ended September 30, 2020, the Company issued 213,000 shares of common stock for services valued at $368,658; 258,000 for financing fees valued at $27,250; 11,117,820 shares of common stock for convertible debt valued at1,214,766; 1.074.302 shares of common stock for conversion of warrants; 6,656,250 shares of common stock issued for conversion of 970,930 shares of multiple series of preferred stock. Additionally, 770,970 warrants were issued for convertible debt at an exercise price between $0.02 and $7 and terms from three to five years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.02 and $7, risk free interest rate of 0.19% to 1.86%, expected life of three to five years, and expected volatility of between 583.24% and 676.76%. The fair value of the warrants totaled $367,389 at the issuance date and this amount was recorded as equity. During the year ended September 30, 2019, the Company issued 56,830 shares of common stock for cash of $183,000; 12,750 shares that were paid for but unissued as of September 30, 2018; 14,000 shares of common stock for services valued at $299,400; 43,300 shares of common stock for officers and directors fees valued at $107,000; 14,285 for financing fees valued at $100,000. Additionally, 5,480,769 warrants were issued for convertible debt at an exercise price between $0.07 and $0.08 and terms five years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.07 and $0.08, risk free interest rate of 1.57% to 1.86%, expected life of five years, and expected volatility of between 580.23% and 587.80%. The fair value of the warrants totaled $507,581 at the issuance date and this amount was recorded as equity. Additionally, in 2016, former management of the Company negotiated a contract with M6 Limited, a stock promotion company, in which M6 would collectively receive an advanced payment of 43,000 shares of Company common stock for certain promotional services. M6 itself received 20,000 shares, an affiliated company, Maximum Harvest LLC, received 13,000 shares and an affiliate of M6, Hahn M. Nguyen, received 10,000. In 2018, current management determined that it was not in the best interest of the Company to pursue the services and therefore terminated the contract with M6. The 43,000 shares of common stock were rescinded and returned during the year ended September 30, 2019. The following warrants were outstanding at September 30, 2020: Warrant Type Warrants Issued and Unexercised Exercise Price Expiration Date Warrants 10,000 $ 5.00 December 2021 Warrants 5,000 $ 10.00 December 2021 Warrants 5,357 $ 7.00 July 2024 Warrants* 1,666,667 $ 0.02 December 2024 Warrants* 1,409,450 $ 7.00 March 2025 Warrants* 5,837,500 $ 0.40 June 2025 Warrants* 1,249,995 $ 0.60 July 2023 Warrants* 625,000 $ 0.40 August 2023 * Each of these warrants have a down round feature that have been triggered by certain events resulting in recognition of the down round. The accounting recognition of the triggered down round features, which have the same accounting effect as a “dividend”, has a cumulatively reduced retained earnings by $1,575,068 and increased the outstanding number of warrants. The following warrants were outstanding at September 30, 2019: Warrant Type Warrants Issued and Unexercised Exercise Price Expiration Date Warrants 10,000 $ 5.00 December 2021 Warrants 5,000 $ 10.00 December 2021 Warrants 2,200 $ 2.00 January 2020 Warrants 5,357 $ 7.00 July 2024 Warrants 49,451 $ 8.00 August 2024 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 9 - RELATED PARTY TRANSACTIONS | During the year ended September 30, 2016 the Company issued a note payable to a family member of a former officer in the amount of $15,000. $3,000 was converted to 300,000 shares of common stock and $5,000 was repaid in cash. The note bears interest at a rate of 10% beginning on July 24, 2016, the balance of principal and interest at September 30, 2020 and 2019 was $10,515 and $9,727, respectively. During the year ended September 30, 2017 the Company issued two notes payable to Premium Exploration Mining in the amount of $35,000 and $15,000 each having an interest rate of 5%, the balance of principal and interest at September 30, 2020 and 2019 was $62,649 and $58,772, respectively, the companies had directors in common at the time of the transaction. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES | |
NOTE 10 - INCOME TAXES | Topic 740 in the Accounting Standards Codification (ASC 740) prescribes 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. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2018 the Company had taken no tax positions that would require disclosure under ASC 740. The Company files income tax returns in the U.S. federal jurisdiction and the State of Idaho. The Company is currently in arrears in filing their federal and state tax returns, both jurisdictions statute of limitations of three years does not begin until the tax returns are filed. 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 amount used for income tax purposes. Significant components of the deferred tax assets at an anticipated tax rate of 21% for the period ended September 30, 2020 and September 30, 2019 are as follows: September 30, 2020 September 30, 2019 Net operating loss carryforwards 16,910,125 7,079,690 Deferred tax asset 3,884,335 1,819,944 Valuation allowance for deferred asset (3,884,335 ) (1,819,944 ) Net deferred tax asset - - At September 30, 2020 and September 30, 2019, the Company has net operating loss carryforwards of approximately $16,910,125 and $7,079,691 which will begin to expire in the year 2031. The change in the allowance account from September 30, 2019 to September 30, 2020 was $2,064,391. On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowered the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company computed its income tax expense for the December 31, 2017 fiscal year using a Federal Tax Rate of 21%. The remeasurement of the deferred tax assets resulted in a $68,010 reduction in tax assets to $885,961 from an estimate of $953,971 that the assets would have been using a 35% effective tax rate. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 11 - SUBSEQUENT EVENTS | On October 2, 2020 the 340 remaining outstanding shares of Series F Preferred Stock was converted into 881,250 shares of common stock. On October 30, 2020, 1,975 shares of Series C Preferred Stock were converted into 1,000,000 shares of common stock. On November 20, 2020 the Company filed a Certificates of Designation amending the Articles of Incorporation and designation the rights and restrictions of 100,000 shares of Series N Convertible Preferred Stock, par value $0.10. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The consolidated financial statements incorporate the accounts of Quad M Solutions, Inc and its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. The accounts have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). |
Accounting Method | The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. |
Earnings (Losses) Per Share | Basic earnings per share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Fully-diluted earnings per share is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding and the additional common shares that would have been outstanding if potential common shares had been issued. Potential common shares are not included in the computation of fully diluted earnings per share if their effect is anti-dilutive. |
Cash Equivalents | The Company considers cash, certificates of deposit, and debt instruments with a maturity of three months or less when purchased to be cash equivalents. |
Estimates | The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations. The Company has a set of convertible notes that have warrants with down round features and there have been events which have triggered recognition of the down round features. The accounting recognition of these features involves significant estimates by the Company management. The accounting recognition of the triggered down round features, which have the same accounting effect as a “dividend”, has cumulatively reduced retained earnings by $1,575,068. |
Fair Value of Financial Instruments | The Company’s financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2020 and 2019. The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. At September 30, 2020 and 2019 the Company did not have any assets measured at fair value other than cash and deposits. At September 30, 2020 and 2019 the Company had conversion features embedded in its convertible notes payable. The fair value measurement of those derivatives, using a Binomial valuation model, was $3,763,090 at September 30, 2020 and $1,509,792 at September 30, 2019 and is reported as derivative liability on the balance sheet. |
Going Concern | As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of September 30, 2020, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $16,910,125. The Company’s working capital deficit is $5,351,909. Achievement of the Company’s objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively operating and capital costs. The Company plans to fund its future operations by potential sales of its common stock or by issuing debt securities. However, there is no assurance that the Company will be able to generate sufficient equity and/or debt capital at terms and conditions satisfactory of the Company. |
Provision for Taxes | Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition |
New Accounting Pronouncements | In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The ASU will be effective for annual periods beginning after December 15, 2018 and interim periods within that fiscal year, early adoption is permitted. We do not believe the adoption of ASU 2018-07 materially impacted our consolidated financial statements. The Company has evaluated the authoritative guidance issued subsequent to September 30, 2018 and does not expect the adoption of these standards to have a material effect on its financial position or results of operations. |
COMMON AND PREFERRED STOCK (Tab
COMMON AND PREFERRED STOCK (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
COMMON STOCK AND PREFERRED STOCK | |
Summary of warrants outstanding | The following warrants were outstanding at September 30, 2020: Warrant Type Warrants Issued and Unexercised Exercise Price Expiration Date Warrants 10,000 $ 5.00 December 2021 Warrants 5,000 $ 10.00 December 2021 Warrants 5,357 $ 7.00 July 2024 Warrants* 1,666,667 $ 0.02 December 2024 Warrants* 1,409,450 $ 7.00 March 2025 Warrants* 5,837,500 $ 0.40 June 2025 Warrants* 1,249,995 $ 0.60 July 2023 Warrants* 625,000 $ 0.40 August 2023 The following warrants were outstanding at September 30, 2019: Warrant Type Warrants Issued and Unexercised Exercise Price Expiration Date Warrants 10,000 $ 5.00 December 2021 Warrants 5,000 $ 10.00 December 2021 Warrants 2,200 $ 2.00 January 2020 Warrants 5,357 $ 7.00 July 2024 Warrants 49,451 $ 8.00 August 2024 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES | |
Summary of the deferred tax assets | September 30, 2020 September 30, 2019 Net operating loss carryforwards 16,910,125 7,079,690 Deferred tax asset 3,884,335 1,819,944 Valuation allowance for deferred asset (3,884,335 ) (1,819,944 ) Net deferred tax asset - - |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | May 13, 2019 | Apr. 16, 2019 | Mar. 22, 2019 |
Increased in authorized shares of common stock description | The increase in the authorized shares of common stock from 100 million shares to 900 million shares (the “Authorized Common Stock Share Increase”) | ||
Aurum, LLC [Member] | |||
Equity interest in subsidiary sold, percentage | 75.00% | ||
Proceeds from sale of equity interest | $ 10 | ||
PR345 [Member] | NuAxess 2, Inc [Member] | Share Exchange Agreements [Member] | Seried C Preferred Stock [Member] | |||
Business acquisition, consideration transferred, shares issued | 400,000 | ||
PR345 [Member] | NuAxess 2, Inc [Member] | Share Exchange Agreements [Member] | Seried D Preferred Stock [Member] | |||
Business acquisition, consideration transferred, shares issued | 400,000 | ||
PR345 [Member] | NuAxess 2, Inc [Member] | Unaffiliated Third Parties [Member] | Share Exchange Agreements [Member] | |||
Business Acquisition, Percentage Acquired description | The Company entered into two separate Share Exchange Agreements pursuant to which it agreed to acquire 100% of the capital stock of two newly organized private entities, NuAxess 2, Inc. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Accumulated deficit | $ (16,910,125) | $ (7,079,690) |
Fair Value of Financial Instruments | 3,763,090 | $ 1,509,792 |
Working capital deficit | (5,351,909) | |
Down round features | $ 1,575,068 |
FORMER MINING OPERATIONS (Detai
FORMER MINING OPERATIONS (Details Narrative) - Share Exchange And Assignment Agreement [Member] - Aurum, LLC [Member] - USD ($) | 1 Months Ended | |
Sep. 15, 2019 | Apr. 16, 2019 | |
Equity interest | 6.00% | |
Equity interest description | Represented by a note payable reducing its equity interest from 25% to 19% | |
Business Acquisition, Percentage Acquired description | The purpose of entering into the MBO Agreement. Pursuant to the MBO Agreement, the Company sold, transferred and assigned to Aurum 75% of the shares of capital stock of the MMMM Mining Subsidiaries for cash consideration of $10 plus the assumption by Aurum of all liabilities of the MMMM Mining Subsidiaries. The Company retained 25% equity interest in the MMMM Mining Subsidiaries. | |
Consideration amount | $ 2,000 |
EQUITY PURCHASE AGREEMENT (Deta
EQUITY PURCHASE AGREEMENT (Details Narrative) - USD ($) | Sep. 30, 2020 | May 13, 2019 |
Common stock shares reserved for future issuance | 900,000,000 | |
Equity Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member] | October 1, 2018 [Member] | ||
Common stock, par value | $ 0.001 | |
Put shares reserved for future issuance | 8,000,000 | |
Common stock shares reserved for future issuance | 1,428,571 | |
Equity Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member] | October 1, 2018 [Member] | Maximum [Member] | ||
Proceeds receivable from issuance of common stock under agreement | $ 5,000,000 |
ACQUISTION OF WHOLLY OWNED SU_2
ACQUISTION OF WHOLLY OWNED SUBSIDIARIES (Details Narrative) - USD ($) | Apr. 16, 2019 | Mar. 22, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Transaction value | $ 80,000 | |||
Gain (loss) on acquisition of subsidiaries | $ 76,900 | |||
Convertible Preferred Stock, par value | $ .10 | $ .10 | ||
New Preferred Stock [Member] | ||||
Convertible Preferred Stock, par value | $ 0.10 | |||
NuAxess 2, Inc [Member] | PR345 [Member] | Unaffiliated Third Parties [Member] | Share Exchange Agreements [Member] | ||||
Business Acquisition, Percentage Acquired description | Pursuant to which the Company acquired 100% of the capital stock of NuAxess 2, Inc. |
SHARE EXCHANGE AND ASSIGNMENT_2
SHARE EXCHANGE AND ASSIGNMENT AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 16, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Payments of Aurum | $ 100,000 | ||
Gain (loss) on disposal of subsidiary | (403,327) | $ 0 | $ (403,327) |
Assumed liabilities | $ 96,673 | ||
Share Exchange And Assignment Agreement [Member] | Aurum, LLC [Member] | |||
Business Acquisition, Percentage Acquired description | The purpose of acquiring 75% of the capital stock of the MMMM Mining Subsidiaries from the Company for cash consideration of $10 plus the assumption by Aurum of all of the liabilities of the Mining Subsidiaries.. On the date of closing of the MBO Agreement, the Company made a payment of $100,000 to Aurum, which proceeds were to be used by Aurum to fund the operations of the MMMM Mining Subsidiaries. |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | Jun. 10, 2020 | Jun. 08, 2020 | Jun. 05, 2020 | Jun. 04, 2020 | Mar. 03, 2020 | Aug. 13, 2019 | Jun. 11, 2019 | May 07, 2019 | Sep. 21, 2020 | Aug. 28, 2020 | Jul. 06, 2020 | Apr. 30, 2020 | Jan. 20, 2020 | Jan. 17, 2020 | Dec. 20, 2019 | Nov. 29, 2019 | Nov. 12, 2019 | Sep. 25, 2019 | Aug. 29, 2019 | Jul. 12, 2019 | May 21, 2019 | May 17, 2019 | Apr. 29, 2019 | Apr. 25, 2019 | Feb. 22, 2019 | Nov. 27, 2018 | Jun. 30, 2020 | May 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 15, 2020 | Apr. 01, 2020 | Feb. 22, 2020 | Aug. 14, 2019 |
Accrued interest | $ 2,828 | $ 2,828 | $ 690,334 | $ 283,833 | ||||||||||||||||||||||||||||||||||
Convertible Debt | $ 44,000 | $ 6,000,000 | $ 55,000 | $ 55,000 | ||||||||||||||||||||||||||||||||||
Intrinsic value | $ .0751 | |||||||||||||||||||||||||||||||||||||
Price per share | $ 0.30 | |||||||||||||||||||||||||||||||||||||
Interest payment | $ 9,000 | 81,468 | 39,312 | |||||||||||||||||||||||||||||||||||
Regular interest | $ 24,657 | $ 3,000 | ||||||||||||||||||||||||||||||||||||
Maturity date | Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||
Common stock shares issued | 353,123 | 353,123 | 20,121,010 | 689,778 | ||||||||||||||||||||||||||||||||||
Derivative liability | $ 132,388 | $ 0 | ||||||||||||||||||||||||||||||||||||
Original issued discount | 1,436 | 166,304 | $ 58,696 | |||||||||||||||||||||||||||||||||||
Interest expense | 1,560,560 | 639,881 | ||||||||||||||||||||||||||||||||||||
Discount on issuance of debt | 1,347,540 | 533,749 | ||||||||||||||||||||||||||||||||||||
Loss on issuance of convertible debt | $ 3,274,483 | 1,791,189 | ||||||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 950,000 | |||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ (1,331,875) | (29,943) | ||||||||||||||||||||||||||||||||||||
Derivative liability expense | 3,763,090 | 1,509,792 | ||||||||||||||||||||||||||||||||||||
Convertible promisory note [Member] | Cavalry Fund I, LP [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 33,333 | |||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.0179 | |||||||||||||||||||||||||||||||||||||
Regular interest | 15,667 | |||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 13, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 29,833 | 0 | ||||||||||||||||||||||||||||||||||||
Original issued discount | 33,333 | |||||||||||||||||||||||||||||||||||||
Conversion price description | The investor has the right has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lower of $0.02 and 60% of the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date | |||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 29,833 | |||||||||||||||||||||||||||||||||||||
Issuance of warrants | 98,000 | |||||||||||||||||||||||||||||||||||||
Loss due to discount on issuance of convertible debt | 73,000 | |||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | $ 8,333 | |||||||||||||||||||||||||||||||||||||
July And August, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,877 | |||||||||||||||||||||||||||||||||||||
Common stock shares issued | 832,129 | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 115,000 | |||||||||||||||||||||||||||||||||||||
May And June, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 282.8 | $ 282.8 | 3,564 | |||||||||||||||||||||||||||||||||||
Regular interest | $ 3,564 | |||||||||||||||||||||||||||||||||||||
Common stock shares issued | 639,021 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Original issued discount | 9,400 | |||||||||||||||||||||||||||||||||||||
Principal amount | 59,400 | |||||||||||||||||||||||||||||||||||||
February And June 2020 [Member] | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 27,656 | 283,833 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued | 2,943,441 | |||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 82,569 | $ 225,000 | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 94,600 | |||||||||||||||||||||||||||||||||||||
September 1, 2020 [Member] | Note Modification Agreement [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 24,007 | |||||||||||||||||||||||||||||||||||||
Rate of interest | 8.00% | |||||||||||||||||||||||||||||||||||||
Long term debt, principal amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||
Interest expense | 1,534 | |||||||||||||||||||||||||||||||||||||
September 1, 2020 [Member] | Note Modification Agreement [Member] | Convertible Notes Payable Two [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.116 | |||||||||||||||||||||||||||||||||||||
Regular interest | 8,653 | |||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 22, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | 94,000 | 40,000 | ||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 76,918 | |||||||||||||||||||||||||||||||||||||
Rate of interest | 12.00% | |||||||||||||||||||||||||||||||||||||
Losses on issuance of convertible debt | $ 36,918 | |||||||||||||||||||||||||||||||||||||
Description of conversion price | The institutional investor had the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $3,000 as a fee which it recorded as a debt discount and being amortized over the life of the loan. | |||||||||||||||||||||||||||||||||||||
Principal amount | 94,000 | $ 43,000 | ||||||||||||||||||||||||||||||||||||
Interest expense | 8,627 | 3,198 | ||||||||||||||||||||||||||||||||||||
Discount on issuance of debt | $ 12,750 | $ 76,918 | $ 3,000 | |||||||||||||||||||||||||||||||||||
Accrued liability | $ 45,460 | $ 43,000 | ||||||||||||||||||||||||||||||||||||
Prepayment penalty | $ 19,350 | |||||||||||||||||||||||||||||||||||||
September 1, 2020 [Member] | Note Modification Agreement [Member] | Convertible Notes Payable One [Member] | ||||||||||||||||||||||||||||||||||||||
Principal amount | 96,816 | |||||||||||||||||||||||||||||||||||||
Interest expense | 20,403 | |||||||||||||||||||||||||||||||||||||
Institutional investor [Member] | Convertible promisory note [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 150,000 | |||||||||||||||||||||||||||||||||||||
Intrinsic value | $ .2996 | $ 0.0179 | ||||||||||||||||||||||||||||||||||||
Regular interest | 1,247 | |||||||||||||||||||||||||||||||||||||
Maturity date | Jul. 6, 2021 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 89,167 | |||||||||||||||||||||||||||||||||||||
Original issued discount | $ 8,000 | 8,629 | ||||||||||||||||||||||||||||||||||||
Default interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||
Rate of interest | 10.00% | |||||||||||||||||||||||||||||||||||||
Conversion price description | . The investor has the right at any time following the date of each tranche to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at the lower of 60% of the lesser of the lowest traded price or lowest closing bid price during the previous twenty five day period prior to the date of the note and 60% of the lesser of the lowest traded price or lowest closing bid price during the previous twenty five day period prior to the date of conversion | |||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 15,000 | |||||||||||||||||||||||||||||||||||||
Issuance of warrants | 27,083 | $ 98,000 | ||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | $ 89,167 | $ 8,333 | ||||||||||||||||||||||||||||||||||||
Original discount expensed | 3,669 | |||||||||||||||||||||||||||||||||||||
Institutional investor [Member] | July 1, 2020 [Member] | Convertible promisory note [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | 173,500 | |||||||||||||||||||||||||||||||||||||
Intrinsic value | $ .3116 | |||||||||||||||||||||||||||||||||||||
Regular interest | $ 5,263 | |||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 15, 2021 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 168,946 | |||||||||||||||||||||||||||||||||||||
Original issued discount | $ 45,239 | |||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 168,946 | |||||||||||||||||||||||||||||||||||||
Default interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Debt conversion amount | 210,092 | |||||||||||||||||||||||||||||||||||||
Original issue discount | $ 28,675 | |||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Convertible promissory note [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 63,000 | |||||||||||||||||||||||||||||||||||||
Derivative liability | 131,158 | |||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 131,158 | |||||||||||||||||||||||||||||||||||||
Conversion price description | Conversion Price which is equal 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two Trading Prices for the Company’s Common Stock during the preceding 20 trading day period including the Conversion Date | Conversion Price, which is equal to 58% multiplied by the Market Price defined as the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $3,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan | ||||||||||||||||||||||||||||||||||||
Loss on issuance of convertible debt | $ (71,158) | |||||||||||||||||||||||||||||||||||||
Fee paid | $ 3,000 | |||||||||||||||||||||||||||||||||||||
Unpaid principal balance, interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Derivative liability, intrinsic value | $ 0.1770 | |||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.1775 | |||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 30, 2020 | Nov. 27, 2019 | ||||||||||||||||||||||||||||||||||||
Derivative liability | $ 292,344 | |||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | 292,344 | |||||||||||||||||||||||||||||||||||||
Principal amount | 96,816 | |||||||||||||||||||||||||||||||||||||
Interest expense | $ 1,471 | 16,647 | 3,756 | |||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | $ 26,425 | 32,993 | 63,823 | |||||||||||||||||||||||||||||||||||
Interest expense on derivative liability | 195,528 | |||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | (29,943) | |||||||||||||||||||||||||||||||||||||
Aggregate amount | $ 96,816 | |||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||
Regular interest | $ 4,500 | 2,424 | 403 | |||||||||||||||||||||||||||||||||||
Derivative liability | 43,217 | 4,283 | ||||||||||||||||||||||||||||||||||||
Original issued discount | $ 6,824 | 676 | ||||||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 11,870 | 6,656,250 | ||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | June 1, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||
Principle amount increase | $ 4,500 | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | April 1, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||
Rate of interest | 8.00% | 1.50% | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||||||||||||||||||||
Promissory note | $ 2,250 | |||||||||||||||||||||||||||||||||||||
Granted | 4.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | February 13, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||
Rate of interest | 8.00% | 18.00% | ||||||||||||||||||||||||||||||||||||
Principle amount | $ 94,600 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note Ninteen [Member] | Institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 44,000 | |||||||||||||||||||||||||||||||||||||
Intrinsic value | $ .3603 | |||||||||||||||||||||||||||||||||||||
Regular interest | 1,115 | |||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 10, 2021 | |||||||||||||||||||||||||||||||||||||
Derivative liability | 11,804 | |||||||||||||||||||||||||||||||||||||
Original issued discount | $ 6,000 | 1,864 | ||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 82,569 | |||||||||||||||||||||||||||||||||||||
Default interest rate | 24.00% | |||||||||||||||||||||||||||||||||||||
Rate of interest | 8.00% | |||||||||||||||||||||||||||||||||||||
Losses on issuance of convertible debt | $ 44,569 | |||||||||||||||||||||||||||||||||||||
Description of conversion price | The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% of the of the lowest closing price for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date, or $1.00 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note fifteen [Member] | Institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 7,228 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 112,750 | |||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 3.64 | $ 3.64 | ||||||||||||||||||||||||||||||||||||
Regular interest | 2,904 | $ 7,654 | ||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 11, 2021 | |||||||||||||||||||||||||||||||||||||
Common stock shares issued | 917,395 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 271,345 | 50,000 | $ 39,186 | |||||||||||||||||||||||||||||||||||
Original issued discount | 25,993 | $ 7,750 | ||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 271,345 | $ 271,345 | ||||||||||||||||||||||||||||||||||||
Default interest rate | 24.00% | |||||||||||||||||||||||||||||||||||||
Rate of interest | 12.00% | 24.00% | ||||||||||||||||||||||||||||||||||||
Losses on issuance of convertible debt | $ 203,560 | 203,560 | ||||||||||||||||||||||||||||||||||||
Description of conversion price | The Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% of the average of the two lowest closing prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date | The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% of the lowest closing price for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 55,193 | $ 57,750 | ||||||||||||||||||||||||||||||||||||
Discount on issuance of debt | $ 12,750 | |||||||||||||||||||||||||||||||||||||
Warrants issued, amount | $ 32,214 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note Eighteen [Member] | Institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 44,000 | |||||||||||||||||||||||||||||||||||||
Intrinsic value | $ .29498 | |||||||||||||||||||||||||||||||||||||
Regular interest | 1,115 | |||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 10, 2021 | |||||||||||||||||||||||||||||||||||||
Derivative liability | 11,868 | |||||||||||||||||||||||||||||||||||||
Original issued discount | $ 6,000 | 1,874 | ||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 67,600 | |||||||||||||||||||||||||||||||||||||
Default interest rate | 24.00% | |||||||||||||||||||||||||||||||||||||
Rate of interest | 8.00% | |||||||||||||||||||||||||||||||||||||
Losses on issuance of convertible debt | $ 29,600 | |||||||||||||||||||||||||||||||||||||
Description of conversion price | The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% of the of the lowest closing price for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date, or $1.00 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note Seventeen [Member] | Institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 220,000 | |||||||||||||||||||||||||||||||||||||
Intrinsic value | $ .30314 | |||||||||||||||||||||||||||||||||||||
Regular interest | $ 5,642 | 5,008 | ||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 5, 2021 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 60,904 | 100,000 | ||||||||||||||||||||||||||||||||||||
Original issued discount | 30,000 | 15,000 | ||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 479,972 | |||||||||||||||||||||||||||||||||||||
Default interest rate | 18.00% | |||||||||||||||||||||||||||||||||||||
Rate of interest | 8.00% | |||||||||||||||||||||||||||||||||||||
Losses on issuance of convertible debt | $ 289,972 | |||||||||||||||||||||||||||||||||||||
Description of conversion price | The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% of the of the lowest closing price for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date, or $1.00 | |||||||||||||||||||||||||||||||||||||
Originial fees | $ 9,616 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note Sixteen [Member] | Institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 75,000 | |||||||||||||||||||||||||||||||||||||
Intrinsic value | $ .3637 | |||||||||||||||||||||||||||||||||||||
Regular interest | $ 2,910 | 5,008 | ||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 4, 2021 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 23,600 | 100,000 | ||||||||||||||||||||||||||||||||||||
Original issued discount | 647 | 15,000 | ||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 201,137 | |||||||||||||||||||||||||||||||||||||
Default interest rate | 18.00% | |||||||||||||||||||||||||||||||||||||
Rate of interest | 12.00% | |||||||||||||||||||||||||||||||||||||
Losses on issuance of convertible debt | $ 128,137 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note fourteen [Member] | Institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 115,000 | |||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 4.58 | |||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 11, 2021 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 438,917 | 100,000 | ||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 438,917 | |||||||||||||||||||||||||||||||||||||
Rate of interest | 60.00% | |||||||||||||||||||||||||||||||||||||
Losses on issuance of convertible debt | $ 338,917 | |||||||||||||||||||||||||||||||||||||
Description of conversion price | The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% of the average of the two lowest closing prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date | |||||||||||||||||||||||||||||||||||||
Discount on issuance of debt | $ 15,000 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note Thirteen [Member] | Institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 4.94 | |||||||||||||||||||||||||||||||||||||
Regular interest | 3,521 | |||||||||||||||||||||||||||||||||||||
Maturity date | Oct. 11, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 247,000 | $ 47,948 | ||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 247,000 | |||||||||||||||||||||||||||||||||||||
Rate of interest | 0.10% | |||||||||||||||||||||||||||||||||||||
Losses on issuance of convertible debt | $ 197,000 | |||||||||||||||||||||||||||||||||||||
Description of conversion price | , the Company issued a convertible promissory note to an institutional investor for the principal sum of $50,000, together with interest at the rate of 10% per annum with a maturity date of October 11, 2020. The investor has the right at any time following 180 days of the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lower of $0.02 and 50% of the average of the two lowest trading prices for the Company’s Common Stock during the preceding 30 trading day period prior to the Conversion Date | |||||||||||||||||||||||||||||||||||||
Convertible promissory note [Member] | October 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.04487 | |||||||||||||||||||||||||||||||||||||
Maturity date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 210,363 | |||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 210,363 | |||||||||||||||||||||||||||||||||||||
Rate of interest | 10.00% | |||||||||||||||||||||||||||||||||||||
Interest rate | 60.00% | |||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 210,363 | |||||||||||||||||||||||||||||||||||||
Issuance of convertible debt | 94,000 | |||||||||||||||||||||||||||||||||||||
Loss on issuance of debt convertible | 116,363 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note eleven [Member] | Institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.05368 | |||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 28, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 84,403 | |||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | 84,403 | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 55,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,000 | |||||||||||||||||||||||||||||||||||||
Loss on issuance of convertible note | $ 36,903 | |||||||||||||||||||||||||||||||||||||
Discount rate | 60.00% | |||||||||||||||||||||||||||||||||||||
Fee | $ 2,500 | |||||||||||||||||||||||||||||||||||||
No. of trading days | 20 days | |||||||||||||||||||||||||||||||||||||
Convertible promissory note one [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.1062 | |||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 25, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 139,348 | 39,781 | 30,219 | |||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | 139,348 | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 75,000 | 75,000 | ||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | $ 3,000 | 2,842 | 15,902 | |||||||||||||||||||||||||||||||||||
Original issue discount | $ 1,250 | 18,525 | 2,158 | |||||||||||||||||||||||||||||||||||
Discount rate | 42.00% | |||||||||||||||||||||||||||||||||||||
Term of note conversion | 180 days | |||||||||||||||||||||||||||||||||||||
Conversion price, market percentage | 58.00% | |||||||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 615,293 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note nine [Member] | Institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 6,149 | $ 6,149 | $ 6,149 | $ 6,149 | ||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.0416 | |||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 12, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 91,496 | |||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | 91,496 | |||||||||||||||||||||||||||||||||||||
Principal amount | 75,000 | |||||||||||||||||||||||||||||||||||||
Loss on issuance of convertible debt | $ 54,656 | |||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | 26,122 | 10,717 | ||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | 31,651 | 12,985 | |||||||||||||||||||||||||||||||||||
Discount rate | 50.00% | |||||||||||||||||||||||||||||||||||||
Fee | $ 2,750 | |||||||||||||||||||||||||||||||||||||
No. of trading days | 25 days | |||||||||||||||||||||||||||||||||||||
Conversion price, market percentage | 50.00% | |||||||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 754,604 | |||||||||||||||||||||||||||||||||||||
Interest expense on derivative liability | $ 6,091 | 2,000 | ||||||||||||||||||||||||||||||||||||
Debt discount | $ 27,911 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note eight [Member] | Institutional investor [Member] | July 1 2019 [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.0696 | |||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 25, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 182,517 | |||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | 182,517 | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 62,541 | 62,541 | 112,500 | |||||||||||||||||||||||||||||||||||
Loss on issuance of convertible debt | $ 82,517 | |||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | $ 74,098 | |||||||||||||||||||||||||||||||||||||
Original issue discount | $ 4,167 | |||||||||||||||||||||||||||||||||||||
Discount rate | 40.00% | |||||||||||||||||||||||||||||||||||||
Fee | $ 122,500 | |||||||||||||||||||||||||||||||||||||
No. of trading days | 20 days | |||||||||||||||||||||||||||||||||||||
Interest expense on derivative liability | $ 12,015 | 3,403 | ||||||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 840,024 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note seven [Member] | Third-party institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 5,644 | 5,644 | ||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.04407 | |||||||||||||||||||||||||||||||||||||
Maturity date | Sep. 25, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 145,522 | |||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | 145,522 | |||||||||||||||||||||||||||||||||||||
Principal amount | 95,760 | |||||||||||||||||||||||||||||||||||||
Loss on issuance of convertible debt | $ 49,762 | |||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | 92,710 | 3,050 | ||||||||||||||||||||||||||||||||||||
Discount rate | 60.00% | |||||||||||||||||||||||||||||||||||||
No. of trading days | 20 days | |||||||||||||||||||||||||||||||||||||
Interest expense on derivative liability | $ 2,551 | $ 2,551 | 5,511 | 133 | ||||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 761,862 | 705,850 | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 62,541 | $ 95,760 | ||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ (49,762) | |||||||||||||||||||||||||||||||||||||
Aggregate amount | 95,760 | |||||||||||||||||||||||||||||||||||||
Notes acquired | $ 70,000 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note two [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.1510 | |||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 29, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 175,334 | 33,016 | 23,984 | |||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | 175,334 | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 66,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | $ 6,000 | 5,213 | 3,787 | |||||||||||||||||||||||||||||||||||
Discount rate | 58.00% | |||||||||||||||||||||||||||||||||||||
Fee | $ 3,000 | |||||||||||||||||||||||||||||||||||||
Interest expense on derivative liability | $ 118,334 | 11,237 | 3,388 | |||||||||||||||||||||||||||||||||||
Convertible promissory note three [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.1607 | |||||||||||||||||||||||||||||||||||||
Maturity date | May 7, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 50,000 | 27,951 | 18,549 | |||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 131,162 | |||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | $ 131,162 | 2,104 | 1,396 | |||||||||||||||||||||||||||||||||||
Discount rate | 40.00% | |||||||||||||||||||||||||||||||||||||
Fee | $ 3,500 | |||||||||||||||||||||||||||||||||||||
Conversion price, market percentage | 60.00% | |||||||||||||||||||||||||||||||||||||
Interest expense on derivative liability | $ 84,662 | 8,016 | 2,416 | |||||||||||||||||||||||||||||||||||
Convertible promissory note four [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.0902 | |||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 17, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 50,000 | 22,826 | 22,174 | |||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 76,989 | |||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | $ 76,989 | 2,536 | 2,464 | |||||||||||||||||||||||||||||||||||
Discount rate | 42.00% | |||||||||||||||||||||||||||||||||||||
Fee | $ 5,000 | |||||||||||||||||||||||||||||||||||||
Conversion price, market percentage | 58.00% | |||||||||||||||||||||||||||||||||||||
Interest expense on derivative liability | 9,732 | 2,236 | ||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 31,989 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note six [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.0631 | |||||||||||||||||||||||||||||||||||||
Maturity date | Sep. 11, 2019 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 70,000 | 50,000 | ||||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | $ 122,694 | |||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | $ 20,000 | 20,000 | ||||||||||||||||||||||||||||||||||||
Discount rate | 50.00% | |||||||||||||||||||||||||||||||||||||
Conversion price, market percentage | 50.00% | |||||||||||||||||||||||||||||||||||||
Interest expense on derivative liability | $ 72,694 | 5,250 | ||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 122,694 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note five [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ .2085 | $ 0.0765 | ||||||||||||||||||||||||||||||||||||
Regular interest | 1,008 | |||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 27, 2021 | Nov. 21, 2019 | ||||||||||||||||||||||||||||||||||||
Derivative liability | $ 7,196 | $ 110,000 | 28,261 | 71,739 | ||||||||||||||||||||||||||||||||||
Derivative liability conversion feature | 155,957 | $ 138,861 | ||||||||||||||||||||||||||||||||||||
Principal amount | 110,000 | 110,000 | ||||||||||||||||||||||||||||||||||||
Warrants issued, amount | $ 15,625 | |||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 8.00% | ||||||||||||||||||||||||||||||||||||
Derivative liability debt discount | $ 155,957 | $ 138,861 | 2,826 | $ 7,174 | ||||||||||||||||||||||||||||||||||
Original issue discount | 2,776 | |||||||||||||||||||||||||||||||||||||
Discount rate | 24.00% | 40.00% | ||||||||||||||||||||||||||||||||||||
Fee | $ 15,000 | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Conversion price, market percentage | 60.00% | |||||||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 1,495,119 | |||||||||||||||||||||||||||||||||||||
Interest expense on derivative liability | 19,222 | |||||||||||||||||||||||||||||||||||||
Derivative liability expense | $ 16,039 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note twelve [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.0483 | |||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 12, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 125,504 | |||||||||||||||||||||||||||||||||||||
Losses on issuance of convertible debt | $ 75,504 | |||||||||||||||||||||||||||||||||||||
Conversion price description | the Company issued a convertible promissory note to an institutional investor for the principal sum of $59,400, together with interest at the rate of 12% per annum with a maturity date of November 12, 2020. The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to the lesser of 60% multiplied by the Market Price (representing a discount rate of 50%), in which Market Price is the average of the two lowest closing bid prices for the Company’s Common Stock during the 20 trading day period prior to the date of the note, or 60% multiplied by the Market Price (representing a discount rate of 40%), in which Market Price is the average of the two lowest closing bid prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date | |||||||||||||||||||||||||||||||||||||
Issuance of convertible debt | $ 59,400 | |||||||||||||||||||||||||||||||||||||
Convertible promissory note ten [Member] | Institutional investor [Member] | ||||||||||||||||||||||||||||||||||||||
Intrinsic value | $ 0.0754 | |||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 13, 2020 | |||||||||||||||||||||||||||||||||||||
Derivative liability | $ 642,857 | |||||||||||||||||||||||||||||||||||||
Principal amount | 225,000 | |||||||||||||||||||||||||||||||||||||
Loss on issuance of convertible debt | $ 284,670 | |||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||
Original issue discount | $ 22,500 | |||||||||||||||||||||||||||||||||||||
Discount rate | 60.00% | |||||||||||||||||||||||||||||||||||||
Fee | $ 7,500 | |||||||||||||||||||||||||||||||||||||
No. of trading days | 20 days | |||||||||||||||||||||||||||||||||||||
Debt discount | $ 479,670 | |||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.08 |
COMMON AND PREFERRED STOCK (Det
COMMON AND PREFERRED STOCK (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Warrants One [Member] | ||
Warrants Issued and Unexercised | 10,000 | 10,000 |
Exercise Price | $ 5 | $ 5 |
Expiration Date | Dec. 31, 2021 | Dec. 31, 2021 |
Warrants Two [Member] | ||
Warrants Issued and Unexercised | 5,000 | 5,000 |
Exercise Price | $ 10 | $ 10 |
Expiration Date | Dec. 31, 2021 | Dec. 31, 2021 |
Warrants Three [Member] | ||
Warrants Issued and Unexercised | 5,357 | 2,200 |
Exercise Price | $ 7 | $ 2 |
Expiration Date | Jul. 31, 2024 | Jan. 31, 2020 |
Warrants Four [Member] | ||
Warrants Issued and Unexercised | 1,666,667 | 5,357 |
Exercise Price | $ 0.02 | $ 7 |
Expiration Date | Dec. 31, 2024 | Jul. 31, 2024 |
Warrants Five [Member] | ||
Warrants Issued and Unexercised | 1,409,450 | 49,451 |
Exercise Price | $ 7 | $ 8 |
Expiration Date | Mar. 31, 2025 | Aug. 31, 2024 |
Warrants Six [Member] | ||
Warrants Issued and Unexercised | 5,837,500 | |
Exercise Price | $ 0.40 | |
Expiration Date | Jun. 30, 2025 | |
Warrants Seven [Member] | ||
Warrants Issued and Unexercised | 1,249,995 | |
Exercise Price | $ 0.60 | |
Expiration Date | Jul. 31, 2023 | |
Warrants Eight [Member] | ||
Warrants Issued and Unexercised | 625,000 | |
Exercise Price | $ 0.40 | |
Expiration Date | Aug. 31, 2023 |
COMMON AND PREFERRED STOCK (D_2
COMMON AND PREFERRED STOCK (Details Narrative) - USD ($) | Jul. 02, 2020 | Mar. 09, 2020 | Apr. 02, 2019 | Sep. 28, 2020 | Aug. 28, 2020 | May 28, 2020 | Apr. 27, 2020 | Feb. 23, 2020 | Apr. 08, 2019 | Mar. 21, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2016 | Sep. 21, 2020 | May 13, 2019 | Aug. 04, 1932 |
Common stock, shares authorized | 900,000,000 | 900,000,000 | 100,000,000 | 2,000,000 | ||||||||||||||
Increased authorized share capital, description | In 1953 the Company increased the authorized capital to 3,000,000 shares of common stock, in 1985 the authorized capital was again increased to 10,000,000 shares of common stock, and in 2014 the Company increased the authorized capital to 100,000,000 shares of common stock with a par value of $.001 and 10,000,000 shares of preferred stock with a par value of $.10. | |||||||||||||||||
Common stock shares issued for financing fees, shares | 14,285 | |||||||||||||||||
Common stock issued for financing fees asset, amount | $ 100,000 | |||||||||||||||||
Common stock unissued for cash, shares | 12,750 | |||||||||||||||||
Common stock issued for cash, shares | 56,830 | |||||||||||||||||
Common stock issued for cash, amount | $ 183,000 | |||||||||||||||||
Reverse stock split, description | The Company implemented a 1 for 100 reverse stock split | |||||||||||||||||
Common stock shares increase | 900,000,000 | |||||||||||||||||
Common stock issued for services, shares | 213,000 | 14,000 | ||||||||||||||||
Common stock issued for services, amount | $ 368,658 | $ 299,400 | ||||||||||||||||
Common stock shares issued upon conversion of note, interest, financing fees | 27,250 | |||||||||||||||||
Stock issued for conversion of warrants | 5,480,769 | |||||||||||||||||
Shares issued for promotional services | 43,000 | |||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.05 | |||||||||||||||
Conversion of stock shares converted | 950,000 | |||||||||||||||||
Conversion of stock shares issued | 950,000 | |||||||||||||||||
Common stock issued for officers & directors' fees, shares | 43,300 | |||||||||||||||||
Common stock issued for officers & directors' fees, amount | $ 107,000 | |||||||||||||||||
Rescinded shares, Shares | 43,000 | |||||||||||||||||
Warrant down-round | $ 0 | |||||||||||||||||
Shares issued, amount | $ 25,000 | |||||||||||||||||
Shares, par value | $ 0.30 | |||||||||||||||||
Maximum Harvest LLC [Member] | ||||||||||||||||||
Shares issued for promotional services | 13,000 | |||||||||||||||||
M6 [Member] | ||||||||||||||||||
Shares issued for promotional services | 20,000 | |||||||||||||||||
Hahn M. Nguyen [Member] | ||||||||||||||||||
Shares issued for promotional services | 10,000 | |||||||||||||||||
Series O 7% Redeemable Cumulative Preferred Stock [Member] | ||||||||||||||||||
Share value | $ 0.10 | |||||||||||||||||
Stated value | $ 12.50 | |||||||||||||||||
Restricted stock | 1,000,000 | |||||||||||||||||
Series M Preferred Stock [Member] | ||||||||||||||||||
Share value | $ 0.10 | |||||||||||||||||
Restricted stock | 50,000 | |||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||
Share value | $ 0.10 | |||||||||||||||||
Stated value | $ 10 | |||||||||||||||||
Restricted stock | 5,000 | |||||||||||||||||
Shares issued, amount | $ 25,000 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Share value | $ 0.10 | |||||||||||||||||
Restricted stock | 2,851,318 | |||||||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||||||
Conversion of stock shares converted | 20,410 | |||||||||||||||||
Conversion of stock shares issued | 4,681,250 | |||||||||||||||||
Series M Convertible Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||||
Conversion of stock shares converted | 50 | |||||||||||||||||
Shares reserved for future issuance | 11,500 | |||||||||||||||||
13 % Series G Cumulative Redeemable Perpetual Preferred Stock [Member] | ||||||||||||||||||
Share value | $ 0.10 | |||||||||||||||||
Stated value | $ 25 | |||||||||||||||||
Restricted stock | 2,000,000 | |||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||
Share value | $ 0.10 | |||||||||||||||||
Restricted stock | 20,750 | |||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||
Restricted stock | 25,000 | |||||||||||||||||
Restricted shares, par value | $ 0.10 | |||||||||||||||||
Fair value of warrants | $ 367,389 | $ 507,581 | ||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Conversion of stock shares converted | 2,080 | |||||||||||||||||
Restricted stock | 400,000 | |||||||||||||||||
Shares, par value | $ 0.10 | |||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||
Restricted stock | 400,000 | |||||||||||||||||
Shares, par value | $ 0.10 | |||||||||||||||||
Series B Super Voting Preferred Stock [Member] | ||||||||||||||||||
Series B super voting preferred stock description | The Company filed a Certificate of Designation amending the Articles of Incorporation and designating the rights and restrictions of 1 share of Series B Super Voting Preferred Stock, par value $0.10 per share (the “Series B Preferred Stock”), pursuant to resolutions approved by the Board of Directors (the “Board”) on November 5, 2018. On March 21, 2019, the Company issued to Sheldon Karasik, the Chief Executive Officer, President and Chairman of the Board, the one share of Series B Preferred Stock in exchange for $0.16, which price was based on the closing price of the Company’s Common Stock as of November 5, 2018 of $0.16, the date the issuance was approved by the Board. Sheldon Karasik, as the holder of the Series B Preferred Stock, is entitled to vote together with the holders of the Company’s Common Stock upon all matters that may be submitted to holders of Common Stock for a vote, and on all such matters, the share of Series Voting Preferred Stock shall be entitled to that number of votes equal to 51% of the total number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis. The Company filed the Certificate of Designation with the Secretary of State of Idaho on March 21, 2019. | |||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||
Common stock issued for services, shares | 970,930 | |||||||||||||||||
Stock issued for conversion of warrants | 1,074,302 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 11,870 | 6,656,250 | ||||||||||||||||
Stock issued for conversion of Series F preferred shares | 3,217,500 | |||||||||||||||||
Warrants description | Additionally, 770,970 warrants were issued for convertible debt at an exercise price between $0.02 and $7 and terms from three to five years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.02 and $7, risk free interest rate of 0.19% to 1.86%, expected life of three to five years, and expected volatility of between 583.24% and 676.76%. | At an exercise price between $0.07 and $0.08 and terms five years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.07 and $0.08, risk free interest rate of 1.57% to 1.86%, expected life of five years, and expected volatility of between 580.23% and 587.80%. The fair value of the warrants totaled $507,581 at the issuance date and this amount was recorded as equity. | ||||||||||||||||
Convertible Debt One [Member] | ||||||||||||||||||
Conversion of stock shares converted | 1,214,766 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 11,117,820 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 16, 2019 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2020 | Sep. 21, 2020 | Sep. 30, 2019 | |
Notes payable interest | $ 81,468 | $ 9,000 | $ 39,312 | |||
Repayment of related party debt | $ 100,000 | |||||
Related Party [Member] | ||||||
Debt conversion converted amount | $ 3,000 | |||||
Interest rate | 10.00% | |||||
Debt Conversion, Converted Instrument, Shares Issued | 300,000 | |||||
Notes payable interest | 10,515 | 9,727 | ||||
Note payable | $ 15,000 | $ 62,649 | $ 58,772 | |||
Repayment of related party debt | $ 5,000 | |||||
Premium Exploration Mining [Member] | Notes Payable One [Member] | ||||||
Proceeds from notes payable | $ 35,000 | |||||
Interest rate | 5.00% | |||||
Premium Exploration Mining [Member] | Notes Payable Two [Member] | ||||||
Proceeds from notes payable | $ 15,000 | |||||
Interest rate | 5.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
INCOME TAXES (Details) | ||
Net operating loss carryforwards | $ 16,910,125 | $ 7,079,690 |
Deferred tax asset | 3,884,335 | 1,819,944 |
Valuation allowance for deferred asset | (3,884,335) | (1,819,944) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 22, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | |
INCOME TAXES (Details Narrative) | ||||
Net operating loss carryforwards | $ 16,910,125 | $ 7,079,690 | ||
Net operating loss carryforward expiration date | 2031 | |||
Change in valuation allowance, amount | $ 2,064,391 | |||
Description of reduction in deferred tax assets | The remeasurement of the deferred tax assets resulted in a $68,010 reduction in tax assets to $885,961 from an estimate of $953,971 that the assets would have been using a 35% effective tax rate. | |||
U.S. federal corporate income tax rate description | Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowered the USFederalCorporateIncomeTaxRate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. | |||
Effective tax rate | 35.00% | |||
U.S. federal statutory rate | 21.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Oct. 02, 2020 | Oct. 30, 2020 | Sep. 30, 2020 | Nov. 20, 2020 | Mar. 09, 2020 |
Converted shares of preferred stock | 950,000 | ||||
Series F Preferred Stock [Member] | |||||
Share value | $ 0.10 | ||||
Subsequent Event [Member] | Series N Preferred Stock [Member] | |||||
Designation of shares | 100,000 | ||||
Share value | $ 0.10 | ||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | |||||
Converted shares of preferred stock | 1,975 | ||||
Common stock shares issued upon conversion of preferred stock, shares | 1,000,000 | ||||
Subsequent Event [Member] | Series F Preferred Stock [Member] | |||||
Converted shares of preferred stock | 340 | ||||
Common stock shares issued upon conversion of preferred stock, shares | 881,250 |