Stockholders’ Equity (Deficit)

3 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders’ Equity (Deficit)

Note 5. Stockholders’ Equity (Deficit)

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. At December 31, 2021 and September 30, 2021, there were no 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. At December 31, 2021 and September 30, 2021, 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 December 31, 2021 and September 30, 2021.

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 December 31, 2021 and September 30, 2021, 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 December 31, 2021 and September 30, 2021, 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. On November 5, 2021, a holder of Series F Preferred Stock converted 128,991 shares of Series F into 12,899,100 shares of common stock of the Company in accordance with the terms of the Series F. At December 31, 2021 and September 30, 2021, 257,984 and 386,975 shares of the Series F Preferred Stock were issued and outstanding, respectively.

Series G Preferred Stock - On August 11, 2021, our board of directors designated up to 1,000,000 shares of Series G Preferred Stock with a liquidation value of $1.00 per share. The holders of the Series G Preferred Stock have no voting rights except on matters related specifically to the Series G Preferred Stock. The Series G Preferred Stock carries a dividend of 8% of the stated value per share, which is cumulative and payable upon redemption, liquidation or conversion, and increases to 22% in case of default. The Series G Preferred Stock and accrued dividends are convertible beginning 180 days from issuance at the option of the holder into shares of common stock at a rate of a conversion price of 75% of the average three lowest trading prices during the 15 days prior to conversion. The Company will be required to redeem the Series G Preferred Stock upon the earlier of 15 months from issuance date or upon on event of default as defined in the agreement.

Based on the economic characteristics of the Series G Preferred Stock, the Company determined that the Series G should be accounted for as a liability under ASC 480-10, based on the discounted conversion price providing an effectively fixed monetary amount that the preferred stock is convertible into.

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During the three months ended December 31, 2021, the Company sold an aggregate of 171,875 shares of Series G Preferred Stock for net cash proceeds of $145,000. The Company recorded a debt discount of $26,875 for the difference between the cash proceeds and the total amount to be redeemed by the holder of $171,875. The Company amortized $15,753 of discount related to Series G Preferred Stock for the three months ended December 31, 2021. The dividends on the Series G Preferred Stock are accrued as interest. The Company recognized $4,334 of interest on the Series G Preferred Stock and had an accrued interest balance of $5,615 and $1,281 as of December 31, 2021 and September 30, 2021, respectively.

At December 31, 2021, 265,375 shares of the Series G Preferred Stock were issued and outstanding.

Common stock issued for conversion of convertible notes payable

During the three months ended December 31, 2020, the Company issued 19,269,286 shares of common stock upon the conversion of principal of $61,000 and accrued interest of $3,660. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. There were no conversions of convertible notes during the three months ended December 31, 2021.

Common stock issued for stock payable

In December 2021, the Company issue 19,980,000 shares of common stock as part of the common stock unit sales that occurred during the year ended September 30, 2021. No shares are remaining to be issued for these unit sales.

The following table summarizes the stock warrant activity for the three months ended December 31, 2021:

	Warrants		Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2021		29,970,000	$	0.003
Granted		900,000	$	—
Exercised		—	$	—
Forfeited		—	$	—
Expired		—	$	—
Outstanding, December 31, 2021		30,870,000	$	0.003

As of December 31, 2021, all outstanding warrants had an expected remaining life of 2.1 years and have no intrinsic value.

Common stock issued for settlement of liabilities

During the three months ended December 31, 2021, the Company issued 6,000,000 shares of common stock and 900,000 warrants for the settlement of liabilities totaling $15,000. The Company recorded a $146,460 loss on settlement of liabilities related to this transaction.

Common Stock Options

The following table summarizes the stock option activity for the three months ended December 31, 2021:

	Options		Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2021		70,000,000	$	0.003
Granted		—	$	—
Exercised		—	$	—
Forfeited		—	$	—
Expired		—	$	—
Outstanding, December 31, 2021		70,000,000	$	0.003

As of December 31, 2021, all outstanding options had an expected remaining life of 1.35 years and have no intrinsic value.

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Beneficial conversion feature

During the three months ended December 31, 2020, the Company charged to additional paid-in capital the aggregate amount of $30,000 on connection with the beneficial conversion feature of notes payable.