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Stockholders' deficit
12 Months Ended
Sep. 30, 2020
Stockholders' Equity Note [Abstract]  
Stockholders' deficit

Note 7. Stockholders’ deficit

 

The Company has unlimited authorized shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2020, there were 436,218,342 shares of common stock, 0 shares of Series A Preferred Stock, 509,988 shares of Series D Preferred Stock, 1,000,000 shares of Series E Preferred Stock and 386,975 shares of Series F Preferred Stock outstanding.

 

Conversions to Common Stock

 

During the year ended September 30, 2020, the holders of the convertible notes payable elected to convert principal and accrued interest of $232,140 into 250,751,059 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.

 

During the year ended September 30, 2019, the holders of the convertible notes payable elected to convert principal and accrued interest of $339,763 into 97,644,262 shares of common stock, resulting in a loss on conversion in the amount of $99,000.

 

Common stock issued for services

 

During the year ended September 30, 2020, the Company issued 10,000,000 shares of common stock with a fair value of $24,000 to the President of SomaCeuticals, based on the closing price of the Company’s common stock of $0.0024 at the date of grant. The Company also issued 5,000,000 common shares to the President and CEO of the Company in exchange for $500 cash. Due to the sale at a value below current market pricing, the Company recognized stock-based compensation expense of $11,500 related to this issue, based on the closing price of the Company’s common stock of $0.0024 at the date of grant. The Company recognized a total of $35,500 of stock-based compensation expense for these awards.  

 

During the year ended September 30, 2019, the Company issued 3,500,000 shares of common stock with a fair value of $68,250 to its President and CEO as a bonus. These shares were valued at $0.195 per share, which was the closing price of the Company’s common stock on the date of the grant.

 

Preferred Stock

 

Our authorized preferred stock consists of 20,000,000 shares of $0.001 par value preferred stock.

 

Series A Preferred Stock – Our board of directors has designated up to 6,000,000 shares of Series A Preferred Stock. The Series A Preferred Stock has a liquidation value of $2.00 per share. The initial number issued is 5,000,000 with additional shares to be issued as a dividend not to exceed a total of 6,000,000 shares. The rank of the Series A is prior to all common and preferred shares. In addition, the Series A Preferred Stock retains protective provisions to maintain their seniority with respect to liquidation or dissolution. The Series A Preferred Stock holds no voting rights and earns an 8% per annum dividend, payable in additional shares of Series A Preferred Stock. During the year ended September 30, 2019, the Company issued 800,000 shares of Series A Preferred Stock with a liquidation value of $1,600,000 as a dividend. During the three months ended December 31, 2019, the Company entered into a settlement agreement with David Summers, the Company’s former CEO and a common stockholder. As part of this settlement, David Summers returned 5,800,000 Series A preferred shares with a book value of $4,590,535, to the Company which were cancelled. See Note 8 for additional information. At September 30, 2020 and 2019, there were 0 and 5,800,000 shares of our Series A Preferred Stock outstanding, respectively.

 

Series B Preferred Stock – Our board of directors has designated up to 1,000,000 shares of Series B Preferred Stock. The Series B Preferred Stock has a liquidation value of $1.00 per share. The holders of the Series B Preferred Stock are entitled to dividends of 8% per year payable quarterly in cash or in shares of common stock at the option of the Company. The holders of the Series B Preferred Stock have no voting rights. The Series B Preferred Stock is redeemable at the option of the Company at a price of $1.00 per share.

 

During the year ended September 30, 2018, the Company issued 500,000 shares of common stock upon conversion of the Series B Preferred Stock. At September 30, 2020 and 2019, there were no shares of our Series B Preferred Stock outstanding.

 

Series C Preferred Stock – On September 12, 2017, our board of directors designated up to 1,200,000 shares of Series C Preferred Stock with a liquidation value of $0.50 per share. The holders of the Series C Preferred Stock have no voting rights. The Series C Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of one share of common stock for each share of Series C Preferred Stock. The Series C Preferred Stock is redeemable at the option of the Company at a price of $0.50 per share. The Series C Preferred Stock has been canceled, and there are no shares of Series C Preferred Stock outstanding as of September 30, 2020 and 2019.

 

Series D Preferred Stock – On September 21, 2017, our board of directors designated up to 539,988 shares of Series D Preferred Stock with a liquidation value of $1.00 per share. The holders of the Series D Preferred Stock have no voting rights. The Series D Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of $0.01 per share of common stock. The Series D Preferred Stock is not redeemable. During the year ended September 30, 2019, the holders of 60,000 shares of the Series D Preferred stock returned these shares to the Company for cancellation. There was no gain or loss recognized on this transaction. At September 30, 2020 and 2019, there were 509,988 shares of Series D Preferred Stock outstanding.

 

Series E Preferred Stock – On August 3, 2015, our board of directors designated 1,000,000 shares of Series E Preferred stock. The Series E Preferred stock is subordinate to our common stock. It does not receive dividends and does not participate in equity distributions. The Series E Preferred stock retained 2/3 of the voting rights in the Company.

 

At September 30, 2020 and 2019, there were 1,000,000 shares of Series E Preferred stock outstanding. Dividends, when, as and if declared by the Board of Directors, shall be paid out of funds at the time legally available for such purposes.

 

Series F Preferred Stock On September 21, 2017, our board of directors designated up to 501,975 shares of Series F Preferred Stock with a liquidation value of $1.00 per share. The holders of the Series F Preferred Stock have no voting rights. The Series F Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of $0.01 per share of common stock. The Series F Preferred Stock is not redeemable. During the year ended September 30, 2019, 60,000 shares of the Series F Preferred Stock were returned for cancellation. At September 30, 2020 and 2019, 386,975 shares of the Series F Preferred Stock were issued and outstanding.

 

Beneficial conversion discount

 

During the year ended September 30, 2020, we recorded a beneficial conversion discount of $187,000 as a result of discounts on convertible notes payable issued during the period.

 

During the year ended September 30, 2019, we recorded a beneficial conversion discount of $354,326 as a result of discounts on convertible notes payable issued during the period.