The accompanying footnotes are an integral part of
these unaudited consolidated financial statements.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2022
(Unaudited)
Note 1. General Organization and Business
GlobeStar Therapeutics Corporation (the “Company”)
was incorporated on April 29, 2016. The Company’s year-end is September 30. On October 4, 2019, the Company filed Articles of Continuance
with the Secretary of State of Wyoming to continue its business in the state of Wyoming. As part of these Articles of Continuance, effective
October 4, 2019, the Company has no limit on the authorized shares of common stock that can be issued. The Company filed its Certificate
of Dissolution with the Secretary of State of Nevada on October 21, 2019 because it is no longer a Nevada corporation.
The Company is developing an expanded platform of
products that include addition of treatment for Multiple Sclerosis and other neurodegenerative diseases. The potential pharmaceutical
products related to treatment for multiple sclerosis are licensed to the Company through the worldwide licensing agreement described in
Note 6.
Note 2. Going Concern and Summary of Significant
Accounting Policies
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. For the nine months ended June 30, 2022, the Company had a net loss of $1,179,502
and cash flow used in operating activities of $288,348. As of June 30, 2022, the Company had negative working capital of $966,446. Management
does not anticipate having positive cash flow from operations in the near future. The Company has minimal revenue. Without additional
capital, the Company will not be able to remain in business.
These factors raise a substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of the Company to continue as a going concern.
Management has plans to address the Company’s
financial situation as follows:
In the near term, management plans to continue to
focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing
to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will advance
capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding
and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.
In the long term, management believes that the Company’s
projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company’s
future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company
will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt
or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to
achieve adequate profitability and cash flows from operations to sustain its operations.
Interim Financial Statements
The accompanying unaudited financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim
financial information and with the instructions to Form 10-Q and Regulation S-X and should be read in conjunction with the audited financial
statements and notes thereto for the year ended September 30, 2021 which are included on our Form 10-K filed on January 5, 2022. In the
opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been reflected herein. The results of operations for the nine months
ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2022.
Consolidated Financial Statements
The consolidated financial statements of the Company
include the accounts of the Company and its wholly owned subsidiaries, SomaCeuticals, Inc., First Titan Energy, LLC and First Titan Technical,
LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation.
- 9 -
Table of Contents
Recently Issued Accounting Pronouncements
We have reviewed the FASB issued Accounting Standards
Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported
and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles
and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position
or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain
standards are under consideration.
Note 3. Convertible Notes Payable
Convertible notes payable consisted of the following
at June 30, 2022 and September 30, 2021:
| |
|
|
|
|
|
|
|
|
| |
|
June 30,
2022 |
|
|
September 30,
2021 |
|
| Convertible note dated April 13, 2017 in the original principal amount of $20,000, no stated maturity date, bearing interest at 3% per year, convertible into common stock at a rate of $0.01 per share. |
|
$ |
20,000 |
|
|
$ |
20,000 |
|
| |
|
|
|
|
|
|
|
|
| Total current convertible notes payable, net of discount |
|
$ |
20,000 |
|
|
$ |
20,000 |
|
All principal along with accrued interest is payable
on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert
the notes into shares of common stock if that conversion would result in the holder owning more than 4.99% of the outstanding stock of
the Company.
During the nine
months ended June 30, 2021, the Company recognized $17,000 of deferred finance costs from its new convertible note payable and $160,000
of new discount related to the beneficial conversion features of convertible notes payable.
During the three and nine months ended June 30, 2021,
the Company recognized interest expense on convertible notes of $2,225 and $10,931 and amortization of discount on convertible notes payable
of $32,452 and $201,636, respectively.
As of June 30, 2022 and September 30, 2021, accrued
interest on convertible notes payable was $222,287.
Advances
As of June 30, 2022 and September 30, 2021, the Company
had non-interest bearing advances payable to third parties of $59,650. These advances are payable on demand.
Note 4. Related Party Transactions
In January 2021, the Company’s former Chief
Executive Officer Sydney Jim agreed to forgive all accrued but unpaid compensation of $38,130, resulting in a gain on settlement of liabilities
to the Company that was recorded to additional paid in capital.
In March 2021, the Company entered into severance
agreement with its former CEO Alex Blankenship. The Company owed Ms. Blankenship unpaid compensation of $130,000 and agreed to issue 8,600,000
shares of common stock in full settlement of this amount and release from the employment agreement with her. The shares had a fair value
of $447,200 based on the stock price at the date of the agreement. The Company recognized a loss on settlement of $317,200 in connection
with this agreement. As of March 31, 2021, 2,600,000 of the shares were issued to Ms. Blankenship. Concurrently with the severance agreement,
the Company agreed to purchase the 1,000,000 shares Series E Preferred Stock held by Ms. Blankenship for $325,000 in cash. The Company
reissued those Series E preferred Shares to the Company’s new CEO James Katzaroff. The Company recognized stock-based compensation
of $325,000 related to this reissuance.
In February 2022, the Company entered into an amended
and restatement employment agreement with Jim Katzaroff, the CEO. Mr. Katzaroff is entitled to an annual salary of $180,000 and a bonus
as determined by the Board of Directors. Mr. Katzaroff may elect to receive payment in shares of stock based on the average of the three
lowest trading prices for the 15 days prior to election of payment in stock. Further, in the event of a change of control of the Company,
Mr. Katzaroff is entitled to a payment equal to 2.99 multiplied by the larger of the total compensation paid to Mr. Katzaroff over the
prior 12-month period or the average compensation paid or payable to the Consultant over the prior three years.
- 10 -
Table of Contents
The Company awarded Mr. Katzaroff a total of 35,000,000
common stock options with an exercise price of $0.009 per share, an exercise term of five years. The options vest 50% immediately, and
the remainder on monthly basis over two years. Mr. Katzaroff is also entitled to additional options in the event of the Company issuing
equity or equity equivalents in the future, with him receiving an equal amount of options as those instruments that are issued. The exercise
price of these additional options will be 110% of the price per equity equivalent.
Additionally, Mr. Katzaroff will earn a fee related
to an strategic transaction, as defined in the agreement, including but not limited to acquisitions, divestitures, partnerships or joint
ventures, of at least 2% for any transactions not introduced by Mr. Katzaroff, or 4% for any introduced by Mr. Katzroff of up to $20,000,000,
and an additional 0.75% - 3.5% for amounts above that threshold.
Mr. Katzroff will also receive an activity fee of
3% of gross revenues related to activities including securing a variety of vendor, sales or advertising relationships, or any new revenue
generating activity. If such activity is a cost saving initiative instead of revenue generating, Mr. Katzaroff will receive 10% of the
cost savings.
As of June 30, 2022 and September 30, 2021, the Company
owed $292,972 and $161,655 to officers of the Company for compensation, respectively. Additionally, the Company received short term, unsecured,
non interest bearing advances from the Company’s CEO and CFO totaling $23,900, and repaid $16,500. As of June 30, 2022, the Company
owed $7,400 on these advances.
During the year ended September 30, 2021, the Company
issued 5,000,000 shares of common stock to its CFO Robert Chicoski, with a fair value of $75,000 as a finder’s fee related to the
Company’s license agreement.
Note 5. Stockholders’ 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 March 31, 2022 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 March 31, 2022 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 March 31, 2022 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 March 31, 2022 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 March 31, 2022 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.
- 11 -
Table of Contents
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 March 31, 2022 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.
During the nine months ended June 30, 2022, the Company
sold an aggregate of 327,250 shares of Series G Preferred Stock for net cash proceeds of $275,000. The Company recorded a debt discount
of $52,250 for the difference between the cash proceeds and the total amount to be redeemed by the holder of $327,250. The Company amortized
$44,046 of discount related to Series G Preferred Stock for the nine months ended June 30, 2022. The dividends on the Series G Preferred
Stock are accrued as interest. The Company recognized $12,953 of interest on the Series G Preferred Stock and had an accrued interest
balance of $3,619 and $1,281 as of June 30, 2022 and September 30, 2021, respectively. During the six months ended June 30, 2022, the
holder of the Series G converted 25,000 shares of Series G into 5,416,667 shares of common stock, and the Company recognized a loss of
$10,821.
At June 30, 2022 and September 30, 2021, 155,375 and
93,500 shares of the Series G Preferred Stock were issued and outstanding, respectively.
Common stock issued for conversion of convertible
notes payable
During the nine months ended June 30, 2021, the Company
issued 38,014,290 shares of common stock upon the conversion of principal of $200,000 and accrued interest of $12,180. 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 nine months ended June 30, 2022.
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.
Common Stock Warrants
The following table summarizes the stock warrant activity
for the nine months ended June 30, 2022:
| |
|
Warrants |
|
|
Weighted-
Average
Exercise Price
Per Share |
|
| Outstanding, September 30, 2021 |
|
|
29,970,000 |
|
|
$ |
0.03 |
|
| Granted |
|
|
39,900,000 |
|
|
|
0.01 |
|
| Exercised |
|
|
— |
|
|
|
— |
|
| Forfeited |
|
|
— |
|
|
|
— |
|
| Expired |
|
|
— |
|
|
|
— |
|
| Outstanding, June 30, 2022 |
|
|
69,870,000 |
|
|
$ |
0.02 |
|
As of June 30, 2022, the outstanding warrants had
an expected remaining life of 3.28 years and have no intrinsic value.
- 12 -
Table of Contents
Common stock issued for settlement of liabilities
During the nine months ended June 30, 2022, 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
As discussed in Note 4, The Company awarded common
stock options to Mr. Katzaroff in connection with his amended and restated employment agreement. The Company estimated the fair value
of the options to be $289,198, using the following assumptions: 1) volatility of 177.43%; 2) risk free rate of 1.3%; 3) dividend yield
of 0% and 4) expected term of 5 years. The Company recognized $168,340 of expense related to the fair value of options vesting during
the six months ended June 30, 2022. The Company expects to recognize an additional $90,216 of expense related to these options assuming
all vest.
The following table summarizes the stock option activity
for the nine months ended June 30, 2022:
| |
|
Options |
|
|
Weighted-
Average
Exercise Price
Per Share |
|
| Outstanding, September 30, 2021 |
|
|
70,000,000 |
|
|
$ |
0.03 |
|
| Granted |
|
|
35,000,000 |
|
|
$ |
0.01 |
|
| Exercised |
|
|
— |
|
|
$ |
— |
|
| Forfeited |
|
|
— |
|
|
$ |
— |
|
| Expired |
|
|
— |
|
|
$ |
— |
|
| Outstanding, June 30, 2022 |
|
|
105,000,000 |
|
|
$ |
0.02 |
|
As of June 30, 2022, all outstanding options had an
expected remaining life of 2.11 years and have no intrinsic value.
Beneficial conversion feature
During the nine months ended June 30, 2021, the Company
charged to additional paid-in capital the aggregate amount of $160,000 on connection with the beneficial conversion feature of notes payable.
Note 6. License Agreement
Effective August 23, 2020 the Company’s wholly-owned
subsidiary, SomaCeuticals, Inc. entered into an exclusive global license agreement with 7 to Stand, Inc. for the rights to U.S. patent
10,610,592 issued to Fabrizio de Silvestri, Terni, Italy, as inventor, April 7, 2020 for treatment of Multiple Sclerosis. In consideration
for the license agreement, SomaCeuticals agreed to pay 7 to Stand a royalty of 7.1% of the net sales of any product developed under the
patent on a worldwide basis. Additionally, the Company will issue shares of common stock to 7 to Stand upon completion of the following
milestones:
| |
● |
Common shares representing 5% of total number of outstanding common shares of the Company immediately following any change of control of the Company; the Company will issue 29,130,167 shares of common stock as a result of the change of control discussed in Note 5. These shares were issued in July 2021. |
| |
|
|
| |
● |
29,130,167 Common shares immediately following the first round of funding under a private offer of equity or debt securities; These shares were issued in July 2021. |
| |
|
|
| |
● |
29,130,167 Common shares immediately following the commencement of clinical trials for Federal Drug Administration clearance of the product; and |
| |
|
|
| |
● |
Common shares representing an adjustment to increase 7 to Stand’s total ownership to 19.99% of total number of outstanding common shares of the Company immediately following FDA clearance of the product for sale. The Company expects to issue 29,130,166 shares of common stock related to this provision if met. |
| |
|
|
| |
● |
$40,000 of royalties to be paid to 7 to Stand annually, on a quarterly basis. The license agreement may be terminated by 7 to Stand if 1) SomaCeuticals does not begin clinical trials within one year of the agreement; 2) if SomaCeuticals terminates the continuation of the clinical trials; or 3) shall not commence marketing the product within reasonable time after obtaining FDA approval. |
- 13 -
Table of Contents
The Company paid $52,000 in royalties during the nine
months ended June 30, 2022 and owes $14,250 of royalties and late fees under this agreement as of June 30, 2022.
Note 7. Commitments
In February 2022, the Company entered into a consulting
agreement with Spivak Management, Inc. (the “Consultant”). Under the agreement, the Consultant will provide business strategy
advice and introductions to the Company fir a period of five years unless mutually terminated sooner. Concurrently, the Consultant entered
into a stock purchase agreement with the Company to purchase 6,000,000 shares of common stock for $25,000 cash. The purchase and issuance
of the shares will be completed by June 30, 2022.
The Consultant will be paid a signing bonus of $25,000
upon receipt by the Company of the $25,000 cash under the stock purchase agreement described above. The Consultant will also receive the
larger of $12,500 per month, or 50% of the CEO’s fixed cash compensation under the amended employment agreement described in Note
4. The Consultant may elect to receive this payment in stock.
The Consultant may also receive a bonus in each calendar
year of the agreement equal to the larger of any bonus awarded by the Board of Directors to the Consultant or 50% of the largest bonus
payable by the Company to anyone other than the Consultant. If the agreement is terminated with one year of a change of control of the
Company, the Consultant will be entitled to receive a payment equal to 2.99 times the larger of the total compensation paid to the Consultant
over the prior 12 month period or the average compensation paid or payable to the Consultant over the prior three years.
The Consultant also received 39,000,000 warrants with
an exercise price of $0.009 per share, and an exercise period of 5 years. The Company estimated the fair value of the warrants to be $322,266
which was recognized as general and administrative expense during the nine months ended June 30, 2022, using the following assumptions:
1) volatility of 254.4%; 2) risk free rate of 1.76%; 3) dividend yield of 0% and 4) expected term of 5 years. The Consultant is also entitled
to additional warrants in the event of the Company issuing equity or equity equivalents in the future, with the Consultant receiving an
equal amount of warrants as those instruments that are issued. The exercise price of these additional warrants will be 110% of the price
per equity equivalent, and they will vest 50% immediately and the remainder over two years.
Note 8. Subsequent Events
Subsequent to June 30, 2022, the holders of the
Series G Preferred Stock converted a total of 25,000 shares and dividends of $1,000 into 9,629,630 shares of common stock.
On July 21, 2022, the holder of the Series F
Preferred Stock converted 128,993 shares of Series F into 12,899,30 shares of common stock.
- 14 -
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
GlobeStar Therapeutics Corporation (the “Company”)
was incorporated on April 29, 2016. The Company’s year-end is September 30. On October 4, 2019, the Company filed Articles of Continuance
with the Secretary of State of Wyoming to continue its business in the state of Wyoming. As part of these Articles of Continuance, effective
October 4, 2019, the Company has no limit on the authorized shares of common stock that can be issued. The Company filed its Certificate
of Dissolution with the Secretary of State of Nevada on October 21, 2019 because it is no longer a Nevada corporation.
We changed our name to GlobeStar Therapeutics Corporation
on April 27, 2021 to better reflect our expanded platform of products that include addition of treatment for Multiple Sclerosis and other
neurodegenerative diseases.
GlobeStar Therapeutics Corporation, based in Richland
Washington, is a clinical stage Pharmaceutical Company introducing a patented formulation of previously approved drugs for the treatment
of Multiple Sclerosis. GlobeStar Therapeutics owns the exclusive global license from the inventors, who are based in Italy. GlobeStar
Therapeutics is initiating discussions with the FDA on clinical trial design in preparation for FDA submission and approval pathway.
Prior to the Company’s current business plan,
the Company was a wellness company dedicated to bringing innovative, effective and high-quality supplement products to the medical, wellness
and adult-use markets through our marketing subsidiary, SomaCeuticalsTM.
Professional Team
We have adopted a Medical Advisory Board and appointed
medical doctors and medical professionals that have extensive education and hands on experience with pharmaceutical and nutraceutical
solution for prevention and treatment of disease.
Management’s Plan to Attract Capital
In the near term, management will utilize equity and
debt financing to complete assembling the professional and management team to commence the process for clinical trials in compliance with
FDA protocol. plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will
continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance,
however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility
of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s
ability to continue as a going concern.
In the midterm, management will enhance its capital
position with a public offering of equity securities to finance clinical trials and the necessary actions to obtain approval of worldwide
marketing of our MS treatment.
In the long term, marketing the Company’s pharmaceutical
and nutraceutical products will provide the necessary cash flow to support future growth. However, there can be no assurances that the
Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term
viability depends on its ability to obtain adequate sources of capital to support near term and midterm business operations, and the ability
of the Company to achieve adequate profitability and cash flows from operations to support its operations.
Corporate Governance
We have adopted codes and committees for governance
of the corporation that include: (i) audit committee charter, (ii) written acknowledgement of code of ethics for directors and senior
officers, (iii) compensation committee charter, (iv) confidential information policy, iv) corporate governance guidelines, (vi) executive
committee charter, and (vii) nominating committee charter.
Critical Accounting Policies
We prepare our consolidated financial statements in
conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on
historical experience, current trends, and other factors that management believes to be important at the time the consolidated financial
statements are prepared. We regularly review our accounting policies, and how they are applied and disclosed in our consolidated financial
statements.
While we believe that the historical experience, current
trends and other factors considered support the preparation of our consolidated financial statements in conformity with GAAP, actual results
could differ from our estimates and such differences could be material.
- 15 -
Table of Contents
Results of Operations
Three Months Ended
June 30, 2022 Compared to the Three Months Ended June 30, 2021
Revenue. We
had no revenue for the three months ended June 30, 2022 and 2021.
Cost of goods sold.
We had no cost of goods sold for the three months ended June 30, 2022 and 2021.
General and administrative
expense. We recognized general and administrative expense of $136,618 for the three months ended June 30, 2022 compared to $4,478,111
for the comparable period of 2021. The decrease in general and administrative expense was related primarily to stock-based compensation
in the three months ended June 30, 2021 of $4,209,179 related to options issued to officers, directors and advisory board members, partially
offset by increased officer compensation of related to new officers.
Loss on settlement
of liabilities and conversion of preferred stock liability. We recognized $0 and $5,438 loss on the settlement of liabilities
during the three months ended June 30, 2022 and 2021. The loss was related to the severance agreement with Alex Blankenship, our former
CEO. The Company also recognized a loss of $10,821 on conversion of the preferred stock liability during the three months ended June 30,
2022.
Interest expense.
We recognized interest expense of $10,664 for the three months ended June 30, 2022 compared to $34,949 for the comparable period of 2021,
including amortization of the discount on convertible notes payable of $8,629 and $32,452 during the three months ended June 30, 2022
and 2021, respectively.
Net loss. For
the reasons above, we recognized a net loss of $158,103 for the three months ended June 30, 2022 compared to $4,518,498 for the three
months ended June 30, 2021.
Nine Months Ended June
30, 2022 Compared to the Nine Months Ended June 30, 2021
Revenue. We
had revenue of $0 for the nine months ended June 30, 2022 and June 30, 2021.
Cost of goods sold.
We had cost of goods sold of $0 for the nine months ended June 30, 2022 compared to $2,412 for the nine months ended June 30, 2021 which
were related to the write down of inventory kept by the Company’s former CEO as part of the severance agreement.
General and administrative
expense. We recognized general and administrative expense of $965,222 for the nine months ended June 30, 2022 compared to $5,006,455
for the comparable period of 2021. The decrease in general and administrative expense was related primarily to stock-based compensation
of $4,209,179 during the nine months ended June 30, 2022, compared to $168,340 related to stock options for officers and medical advisory
board members and $325,000 related to the Series E Preferred stock issued to the new CEO, partially offset by increased officer compensation
of $37,500, related to new officers and royalty expense of $66,250.
Loss on settlement
of liabilities. We recognized $146,460 and $317,200 loss on the settlement of liabilities during the nine months ended June 30,
2022 and 2021. The loss in the current period related to the settlement of advances of $15,000. The loss in the prior period was related
to the severance agreement with Alex Blankenship, our former CEO, resulting in a $317,200 loss. The Company also recognized a loss of
$10,821 on conversion of the preferred stock liability during the three months ended June 30, 2022.
Interest expense.
We recognized interest expense of $56,999 for the nine months ended June 30, 2022 compared to $212,657 for the comparable period of 2021.
The decrease was due primarily to the amortization of discount related to Series G Preferred stock liability during the current period
in the amount of $44,046 compared to $201,636 of amortization related to convertible notes payable during the comparable period of the
prior year.
Net loss. For
the reasons above, we recognized a net loss of $1,179,502 for the nine months ended June 30, 2022 compared to $5,538,724 for the nine
months ended June 30, 2021.
Liquidity and Capital Resources
At June 30, 2022, we had cash on hand of $12. The
Company has negative working capital of $966,466. Net cash used in operating activities for the nine months ended June 30, 2022 was $288,348.
Cash on hand is not adequate to fund our operations for less than twelve months. We do not expect to achieve positive cash flow from operating
activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we
will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We have no
material commitments for capital expenditures as of June 30, 2022.
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Table of Contents
During the nine months ended June 30, 2022, the net
loss of $1,1709,502 was offset by the following non-cash operating expenses: stock compensation of $322,266, stock compensation, related
parties of $168,340, amortization of discount of $44,046, loss on conversion of preferred stock liability of $10,821 and loss on the settlement
of liabilities of $146,460, resulting in cash flows used in operating activities of $288,348. . The Company had cash flows from financing
activities of $282,400, primarily due to $275,000 from the proceeds of sale of Series G Preferred Stock and $23,900 of related party advances,
partially offset by repayment of those advances of $16,500.
Additional Financing
Additional financing is required to continue operations.
Although actively searching for available capital, the Company does not have any current arrangements for additional outside sources of
financing and cannot provide any assurance that such financing will be available.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.