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UNITED STATES 

SECURITY AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 

 

 

FORM 10-K

 

 

 

(MARK ONE)

 

☒  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2022

 

or

 

☐  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number: 333-170315

 

GlobeStar Therapeutics Corporation

(Exact name of registrant as specified in its charter)

     
Wyoming   27-3480481
(State or other jurisdiction of Incorporation or organization)   (I.R.S. Employer Identification Number)
     
719 Jadwin Avenue, Richland, WA   99352
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: 206-451-1970

 

Securities registered pursuant to Section 12(g) of the Act:

     
Title of Each Class   Name of Each Exchange on which Registered
Common stock, $0.001 par value   OTC Markets

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐   No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  

Yes ☒   No ☐

 

Indicate by check mark if disclosures of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

         
  Large accelerated filer ☐ Accelerated filer ☐
  Non-accelerated filer ☐ Smaller reporting company ☐
  (Do not check is smaller reporting company) Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☒

 

The Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, March 31, 2022 was $3,963,984.

 

There were 770,360,616 shares of the Registrant’s common stock outstanding as of January 3, 2023.

 

- 2 -

 

GLOBESTAR THERAPEUTICS CORPORATION.

 

TABLE OF CONTENTS

 

Part I 5
Item 1. Business 5
Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 10
Item 2. Properties 10
Item 3. Legal Proceedings 10
Item 4. Mine Safety Disclosures 10
   
Part II 11
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11
Item 6. Selected Financial Data 14
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of operations 15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 17
Item 8. Financial Statements and Supplementary Data 17
Report of Independent Registered Public Accounting Firm 18
Consolidated Balance Sheets 20
Consolidated Statements of Operations 21
Consolidated Statements of Stockholders’ Deficit 22
Consolidated Statements of Cash Flows 23
Notes to the Consolidated Financial Statements 24
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 36
Item 9A. Controls and Procedures 36
Item 9B. Other Information 37
   
Part III 38
Item 10. Directors, Executive Officers and Corporate Governance 38
Item 11. Executive Compensation 40
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 41
Item 13. Certain Relationships and Related Transactions, and Director Independence 42
Item 14. Principal Accounting Fees and Services 42
   
Part IV 43
Item 15. Exhibits, Financial Statement Schedules 43
   
Signatures 44

 

- 3 -

Table of Contents 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

Certain statements in this report contain or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

 

OTHER PERTINENT INFORMATION

 

When used in this report, the terms, “we,” the “Company,” “GSTC,” “our,” and “us” refers to GlobeStar Therapeutics Corporation., a Wyoming corporation.

 

- 4 -

Table of Contents 

 

PART I

 

ITEM 1. BUSINESS

 

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 breakthrough 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 debt or preferred stock 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 investors 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.

 

- 5 -

Table of Contents 

 

ITEM 1A. RISK FACTORS

 

You should carefully consider the following risk factors discussed below and the matters addressed under “Special Note Regarding Forward-Looking Statements,” together with all the other information presented in this prospectus, including our audited financial statements and related notes. The risks described below are the only presently known risks facing us or that may materially adversely affect our business. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business. If any of the following risks develop into actual events, our business, financial condition or results of operations could be materially adversely affected and you may lose all or part of your investment.

 

We face substantial competition, which may result in others developing or commercializing products before or more successfully than we do.

 

The development and commercialization of our dietary supplements is highly competitive. We expect that we will face significant competition from other companies that develop and market dietary supplements.

 

Many of our existing and potential future competitors have significantly greater financial resources and expertise in research and development, manufacturing, and marketing dietary supplements than we do.

 

Product liability lawsuits against us could divert our resources, cause us to incur substantial liabilities and limit marketing of our supplements.

 

We face an inherent risk of product liability claims. For example, we may be sued if any product we sell allegedly causes injury or is found to be otherwise unsuitable. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our products. Regardless of the merits or eventual outcome, liability claims may result in: 

   
● decreased demand for our products or products that we may develop;
   
● injury to our reputation and significant negative media attention;
   
● significant costs to defend resulting litigation;
   
● substantial monetary awards to users;
   
● loss of revenue;
   
● reduced resources of our management to pursue our business strategy; and
   
● the inability to commercialize our products and additional products that we may develop.

 

Risks Related to Our Financial Position and Need for Additional Capital

 

Implications of Being an Emerging Growth Company

 

As a company with less than $1.0 billion of revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may remain an emerging growth company for up to five years. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not emerging growth companies. In particular, in this 10-K, we have provided only two years of audited consolidated financial statements and have not included all of the executive compensation related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

 

- 6 -

Table of Contents 

 

We have a history of operating losses and expect to continue to realize losses in the near future. Currently our operations are producing inadequate revenue to fund all operating costs, and we rely on investments by third parties to fund our business. Even as our revenue grows, we may not become profitable or be able to sustain profitability.

 

From inception, we have incurred significant net losses and have not realized adequate revenue to support our operations. We expect to continue to incur net losses and negative cash flow from operations in the near future, and we will continue to experience losses for at least as long as it takes our company to generate revenue from the sale of products. The size of these losses will depend, in large part, on whether we develop products in a profitable manner. To date, we have had only limited operating revenues. There can be no assurance that we will achieve material revenues in the future. Should we achieve a level of revenues that make us profitable, there is no assurance that we can maintain or increase profitability levels in the future.

 

There is substantial doubt as to whether we will continue operations. If we discontinue operations, you could lose your investment.

 

The following factors raise substantial doubt regarding the ability of our business to continue as a going concern: (i) the losses we incurred since our inception; (ii) our lack of significant operating revenues since inception through the date of this prospectus; and (iii) our dependence on debt and equity funding to continue in operation. We therefore expect to incur significant losses in the foreseeable future. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. If we are unable to obtain additional financing from outside sources and eventually produce enough revenues, we may be forced to curtail or cease our operations. If this happens, you could lose all or part of your investment.

 

Our lack of any profitable operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

 

We do not have any substantial operating history, which makes it impossible to evaluate our business on the basis of historical operations. Our business carries both known and unknown risks. As a consequence, our past results may not be indicative of future results. Although this is true for any business, it is particularly true for us because of our lacking any profitable operating history.

 

Because our auditors have issued a going concern opinion, there is substantial uncertainty that we will be able to continue our operations.

 

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue to operate over the next 12 months. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence. As such, if we are unable to obtain new financing to execute our business plan we may be required to cease our operations.

 

Effective March 3, 2021, we changed management by electing James C. Katzaroff President and Chief Executive Officer.

 

There is no assurance Mr. Katzaroff will be successful in securing FDA clearance and marking the newly acquired license for treatment of Multiple Sclerosis.

 

Our chief executive officer has the ability to significantly influence any matters to be decided by the stockholders, which may prevent or delay a change in control of our company.

 

James Katzaroff, our CEO, currently owns 1,000,000 shares of series E preferred stock. The owner of the series E preferred stock is entitled to the number of votes equal to double the number of votes of all other stockholders.  Therefore, Mr. Katzaroff has voting rights equal to two-thirds of all votes cast at any action of stockholders and can exert decisive influence over the outcome of any corporate matter submitted to our stockholders for approval, including the election of directors, removal of the entire board of directors and any transaction that might cause a change in control, such as a merger or acquisition. Any stockholders in favor of a matter that is opposed by this stockholder cannot overrule the vote of James Katzaroff.

 

James Katzaroff is one of three directors and CEO. The loss of Mr. Katzaroff could adversely affect our business.

 

Since Mr. Katzaroff is currently a director and CEO, if he were to die, become disabled, or leave our company, we would be forced to retain an individual to replace him. There is no assurance that we can find a suitable person to replace him if that becomes necessary. We have no “key man” life insurance at this time.

 

- 7 -

Table of Contents 

 

Risks related to our common stock

 

We lack an established trading market for our common stock, and you may be unable to sell your common stock at attractive prices or at all.

 

There is currently a limited trading market for our common stock on the OTC Market Group’s QB tier under the symbol “GSTC.” There can be no assurances given that an established public market will be obtained for our common stock or that any public market will last. As a result, we cannot assure you that you will be able to sell your common stock at attractive prices or at all.

 

The market price for our common stock may be highly volatile.

 

The market price for our common stock may be highly volatile. A variety of factors may have a significant impact on the market price of our common stock, including: 

   
● the publication of earnings estimates or other research reports and speculation in the press or investment community;
   
● changes in the industry and competitors;
   
● our financial condition, results of operations and prospects;
   
● any future issuances of our common stock, which may include primary offerings for cash, and the grant or exercise of stock options from time to time;
   
● general market and economic conditions; and
   
● any outbreak or escalation of hostilities, which could cause a recession or downturn in our economy.

 

We may be subject to shareholder litigation, thereby diverting our resources that may have a material effect on our profitability and results of operations.

 

As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may become the target of similar litigation. Securities litigation will result in substantial costs and liabilities and will divert management’s attention and resources.

 

Future sales of common stock by stockholders may have an adverse effect on the then prevailing market price of our common stock.

 

In the event a public market for our common stock is sustained in the future, sales of our common stock may be made by holders of our public float or by holders of restricted securities in compliance with the provisions of Rule 144 of the Securities Act of 1933. In general, under Rule 144, a non-affiliated person who has satisfied a six-month holding period in a company registered under the Securities Exchange Act of 1934, as amended, may, sell their restricted common stock without volume limitation, so long as the issuer is current with all reports under the Exchange Act in order for there to be adequate common public information. Affiliated persons may also sell their common shares held for at least six months, but affiliated persons will be required to meet certain other requirements, including manner of sale, notice requirements and volume limitations. Non-affiliated persons who hold their common shares for at least one year will be able to sell their common stock without the need for there to be current public information in the hands of the public. Future sales of shares of our public float or by restricted common stock made in compliance with Rule 144 may have an adverse effect on the then prevailing market price, if any, of our common stock.

 

We do not expect to pay cash dividends in the foreseeable future.

 

We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

 

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As a public company, we are subject to complex legal and accounting requirements that will require us to incur significant expenses and will expose us to risk of non-compliance. 

 

As a public company, we are subject to numerous legal and accounting requirements that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Our relative inexperience with these requirements may increase the cost of compliance and may also increase the risk that we will fail to comply. Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, our inability to file required periodic reports on a timely basis, loss of market confidence and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis our privately held and larger public competitors.

 

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges for our management.

 

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

 

We will need to raise substantial additional capital in the future to fund our operations and we may be unable to raise such funds when needed and on acceptable terms.

 

When we elect to raise additional funds or additional funds are required, we may raise such funds from time to time through public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives Additional equity or debt financing or corporate collaboration and licensing arrangements may not be available on acceptable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be prevented from pursuing acquisition, licensing, development and commercialization efforts and our ability to generate revenues and achieve or sustain profitability will be substantially harmed.

 

If we raise additional funds by issuing equity securities, our stockholders will experience dilution. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences, which are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to us. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, our business, operating results, financial condition and prospects could be materially and adversely affected and we may be unable to continue our operations.

 

We are subject to penny stock regulations and restrictions, and you may have difficulty selling shares of our common stock.

 

Our common stock is subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934 (the “Exchange Act”), commonly referred to as the “penny stock rule.” Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of “penny stock” that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. We are subject to the SEC’s penny stock rules.

 

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Since our common stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are persons with assets in excess of $1,000,000 (excluding the value of such person’s primary residence) or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of our stockholders to sell their shares of common stock.

 

There can be no assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

 

Our common stock is subject to price volatility unrelated to our operations.

 

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or ourselves. In addition, the over-the-counter market is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

 

Trading in our common stock on the OTC Markets is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

 

Trading in our common stock is currently published on the OTC Markets. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

This item is not applicable to emerging growth companies.

 

ITEM 2. PROPERTIES

 

We maintain our corporate offices at 719 Jadwin Avenue, Richland, WA Our telephone number is 206-451-1970.

 

ITEM 3. LEGAL PROCEEDINGS

 

We know of no other material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock trades over the counter and trading is reported by OTC Markets under the QB tier under the symbol “GSTC”. The following table sets forth, for the period indicated, the prices of the common stock in the over-the-counter market, as reported and summarized by OTC Markets Group, Inc. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions. There is an absence of an established trading market for the Company’s common stock, as the market is limited, sporadic and highly volatile. 

 

Holders

 

As of the date of this filing, there were 42 holders of record of our common stock.

 

Dividends

 

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

 

Common Stock

 

We are authorized to issue an unlimited number shares of common stock, with a par value of $0.001. The closing price of our common stock on January 3, 2023, as quoted by OTC Markets Group, Inc., was $0.0125. There were 770,360,616 shares of common stock issued and outstanding as of January 3, 2023. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non-assessable. In the event of liquidation of the Company, the holders of common stock will share equally in any balance of the Company’s assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of the Company’s common are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the Board of Directors from funds legally available.

 

Our Articles of Incorporation, our Bylaws, and the applicable statutes of the state of Wyoming contain a more complete description of the rights and liabilities of holders of our securities.

 

During the year ended September 30, 2022, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.

 

Non-cumulative voting

 

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

 

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Securities Authorized for Issuance under Equity Compensation Plans

 

The following table shows the number of shares of common stock that could be issued upon exercise of outstanding options and warrants, the weighted average exercise price of the outstanding options and warrants, and the remaining shares available for future issuance as of September 30, 2022.

             
Plan Category  Number of Securities to be issued upon exercise of outstanding options, warrants and rights   Weighted average exercise price of outstanding options, warrants and rights   Number of securities remaining available for future issuance 
Equity compensation plans approved by security holders.   —    —    10,000,000 
                
Equity compensation plans not approved by security holders.   —    —    — 
                
Total   —    —    10,000,000 

 

Preferred Stock

 

Our authority to issue preferred stock is unlimited 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. As part of a legal settlement with David Summers, during the year ended September 30, 2020, 5,800,000 shares of Series A Preferred Stock were returned to the Company and cancelled. At September 30, 2022 and 2021, no shares of the Series A Preferred Stock were issued and outstanding.

 

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 September 30, 2022 and 2021, no shares of Series B Preferred Stock were issued or 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 as of September 30, 2017.

 

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. At September 30, 2022 and 2021, 509,988 shares of the Series D Preferred Stock were issued and outstanding.

 

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Series E Preferred Stock – Our board of directors has designated up to 1,000,000 shares of Series E Preferred stock. The Series E Preferred stock has voting rights on the basis of two votes for every outstanding share of common stock meaning that the holders of the Series E Preferred Stock have 2/3 of the voting rights in the Company. At September 30, 2022 and 2021, 1,000,000 shares of the Series E Preferred Stock were issued and outstanding.

 

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, 2021, 386,975 shares of the Series F Preferred Stock were issued and outstanding. During the year ended September 30, 2022, 257,984 shares of Series F Preferred Stock was converted into 25,798,400 shares of common stock. At September 30, 2022, 128,991 shares of the Series F Preferred Stock were issued and outstanding.

 

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. The Company sold 93,500 shares for net cash proceeds of $81,250 of cash proceeds.

 

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. The Company recorded a debt discount of $25,000 for the difference between the cash proceeds and the total amount to be redeemed by the holder of $106,250. The Company amortized $2,425 of this discount through September 30, 2021. The dividends on the Series G Preferred Stock are recorded as interest expense and totaled $1,164 through September 30, 2021.

 

During the year ended September 30, 2022, the Company sold an aggregate of 369,875 shares of Series G Preferred Stock for net cash proceeds of $310,000. The Company recorded a debt discount of $59,875 for the difference between the cash proceeds and the total amount to be redeemed by the holder of $369,875. The Company amortized $54,664 of discount related to Series G Preferred Stock for the year months ended September 30, 2022. The dividends on the Series G Preferred Stock are accrued as interest. The Company recognized $15,852 of interest on the Series G Preferred Stock and had an accrued interest balance of $3,983 and $1,281 as of September 30, 2022 and September 30, 2021, respectively. During the year ended September 30, 2022, the holder of the Series G converted 324,500 shares of Series G into 109,052,543 shares of common stock, and the Company recognized a loss of $5,939.

 

As of September 30, 2022 and September 30, 2021, 138,875 and 93,500 shares of the Series G Preferred Stock were issued and outstanding, respectively.

 

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Recent Sales of Unregistered Securities

 

Set forth below is information regarding securities sold by during the quarter ended September 30, 2022 that were not registered under the Securities Act: 

                     
Date of Sale   Title of Security   Number Sold   Consideration Received
and Description of
Underwriting or Other
Discounts to Market
Price or Convertible
Security, Afforded to
Purchasers		   Exemption from
Registration
Claimed		   If Option, Warrant
or Convertible
Security, terms of
exercise or
conversion
August 8, 2022   Common Stock   9,629,630   Conversion of 25,000 Shares of Series G Preferred Stock   Section 3(a)(9) of the Securities Act   Convertible at 75% of the average of the three lowest bid prices of the Company’s common stock for the 15 trading days prior to the conversion date.
                     
August 19, 2022   Common Stock   12,899,300   Conversion of 128,993 Shares of Series F Preferred Stock   Section 3(a)(9) of the Securities Act   N/A
                     
August 23, 2022   Common Stock   8,139,130   Conversion of 18,000 Shares of Series G Preferred Stock   Section 3(a)(9) of the Securities Act   Convertible at 75% of the average of the three lowest bid prices of the Company’s common stock for the 15 trading days prior to the conversion date.
                     
August 25, 2022   Common Stock   7,291,304   Conversion of 16,125 Shares of Series G Preferred Stock   Section 3(a)(9) of the Securities Act   Convertible at 75% of the average of the three lowest bid prices of the Company’s common stock for the 15 trading days prior to the conversion date.
                     
September 30, 2022   Common Stock   24,457   Services rendered   Section 3(a)(9) of the Securities Act   N/A

 

ITEM 6. SELECTED FINANCIAL DATA

 

This item is not applicable to emerging growth companies.

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

 

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere herein. This discussion and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions, operations, plans, objectives, and performance that involve risk, uncertainties, and assumptions. The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking statements. The words expect, anticipate, estimate or similar expressions are also used to indicate forward-looking statements.

 

Plan of Operations

 

We believe we do not have adequate funds to fully execute our business plan for the next twelve months unless we obtain additional funding. However, should we not raise this capital, we will allocate our funding to first assure that all State, Federal and SEC requirements are met.

 

Results of Operations

 

Revenue

 

For the years ended September 30, 2022 and 2021 the Company had no revenue.

 

Cost of Goods Sold

 

Cost of goods sold was $0 during the year ended September 30, 2022, compared to $2,412 during the prior year. Cost of sales decreased primarily due to the write down of slow-moving and expired inventory during the current year of $2,412 during the year ended September 30, 2021.

 

Sales, General, and Administrative Expenses

 

We incurred sales, general and administrative expenses of $1,265,065 during the year ended September 30, 2022 compared to $9,091,817 during the year ended September 30, 2021, a decrease of $7,826,752 or approximately 86%. The decrease in general and administrative expense was related primarily to stock-based compensation of $8,130,997 during the year ended September 30, 2021, compared to $509,192 during the year ended September 30, 2022.

 

Loss on Settlement of Liabilities

 

We recognized a loss on settlement of liabilities in the amount of $146,460 during the year ended September 30, 2022 compared to $419,990 during the year ended September 30, 2021. The loss in the prior period was related to the severance agreement with Alex Blankenship, our former CEO, resulting in a $419,900 loss. The Company also recognized a loss of $5,939 on conversion of the preferred stock liability during the year ended September 30, 2022.

 

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Interest Expense

 

We recognized interest expense in the amount of $70,346 for the year ended September 30, 2022, a decrease of $217,153 or approximately 65% compared to $287,499 for the year ended September 30, 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 $54,664 compared to $274,803 of amortization related to convertible notes payable during the comparable period of the prior year.

 

Net Loss

 

For the reasons above, our net loss for the year ended September 30, 2022 was $1,487,810 a decrease of $8,313,818 or approximately 86% compared to a net loss of $9,801,628 for the year ended September 30, 2021.

 

Liquidity and Capital Resources

 

At September 30, 2022, we had cash of $6,365 and a working capital deficit in the amount of $1,194,560. During the year ended September 30, 2022, we had cash used in operating activities of $326,995, consisting of our net loss of $1,487,810, partially offset by non-cash compensation of $509,192, loss on settlement of liabilities of $146,460, and amortization of discount on notes payable of $54,664. Our cash position also increased by a net change in the components of working capital in the amount of $725,821 during the period. We have an accumulated deficit at September 30, 2022 in the amount of $18,504,776. We generated cash flows from financing activities in the amount of $28,900 from the related party advances and $310,000 from the sale of common stock, which were offset by the repayment of related party advances of $16,500.

 

We had no material commitments for capital expenditures or inventory purchases as of September 30, 2022. However, should we execute our business plan as anticipated, we will incur substantial capital expenditures and require financing in addition to what is required to fund our present operation.

 

We intend to pursue capital through public or private financing, as well as borrowing and other sources in order to finance our business activities. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.

 

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.

 

Critical Accounting Policies and Estimates

 

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions 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 financial statements are prepared; actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies, which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.

 

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

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Going concern - The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended September 30, 2022, the Company had a net loss of $1,487,810 and generated negative cash flow from operating activities in the amount of $326,995. In view of these matters, there is substantial doubt regarding the Company’s ability to continue as a going concern, which is dependent upon its ability to achieve a level of profitability or to obtain additional capital to finance its operations. The Company intends on financing its future activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

New Accounting Pronouncements

 

For a description of recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial statements, see “Note 3: Significant Accounting Polices: Recently Issued Accounting Pronouncements” in Part II, Item 8 of this Form 10-K.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

This item is not applicable to smaller reporting companies.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

GlobeStar Therapeutics Corporation

 

Consolidated Financial Statements

 

September 30, 2022

 

Contents

   
Report of Independent Registered Public Accounting Firm (PCAOB ID: 2738) 18
Consolidated Balance Sheets 20
Consolidated Statements of Operations 21
Consolidated Statements of Stockholders’ Deficit 22
Consolidated Statements of Cash Flows 23
Notes to the Consolidated Financial Statements 24

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of GlobeStar Therapeutics Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of GlobeStar Therapeutics Corporation (the Company) as of September 30, 2022 and 2021, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two- year period ended September 30, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its consolidated operations and its cash flows for each of the years in the two- year period ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

 

The Company's Ability to Continue as a Going Concern

 

The accompanying financial states have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

 

Black Scholes Calculations

 

As discussed in Note 6 to the Financial Statements, the Company utilizes Black Scholes calculations to determine fair value of the Company’s stock compensation.

 

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Auditing management’s calculations of fair value of stock options involves significant judgements and estimates to determine the proper value.  Volatility and term are the major assumptions used by management in determining the value of the stock options.

To evaluate the appropriateness of fair value calculation, we evaluated management’s significant judgements and estimates in what inputs were utilized within the Black Scholes calculations.

 

 

/s/ M&K CPAS, PLLC

 

www.mkacpas.com

We have served as the Company’s auditor since 2012.

Houston, Texas

January 9, 2023

 

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GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED BALANCE SHEETS

 

    September 30,     September 30,  
    2022     2021  
CURRENT ASSETS                
Cash and cash equivalents   $ 6,365     $ 5,960  
Prepaid expenses     3,550       —  
Total current assets     9,915       5,960  
                 
TOTAL ASSETS   $ 9,915     $ 5,960  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current Liabilities                
Accounts payable and accrued liabilities   $ 380,735     $ 222,778  
Accounts payable to related party     379,126       119,655  
Related party advances     12,400       —  
Advances payable     59,650       59,650  
Current portion of convertible notes payable     20,000       20,000  
Series G Preferred Stock Liability, net of discount of $12,581 and $21,575, respectively     126,294       86,130  
Accrued interest payable     226,270       223,568  
Total current liabilities     1,204,475       731,781  
                 
TOTAL LIABILITIES     1,204,475       731,781  
                 
COMMITMENTS AND CONTINGENCIES                
                 
STOCKHOLDERS’ DEFICIT                
Common stock, $0.001 par value, unlimited shares authorized; 722,326,669 and 561,495,726 shares issued and outstanding at September 30, 2022 and 2021, respectively     722,325       561,494  
Preferred stock; 20,000,000 shares authorized:                
Series A Preferred Stock, $0.001 par value, 0 and 0 shares issued and outstanding at September 30, 2022 and 2021, respectively     —       —  
Series B Preferred Stock, $0.001 par value, 0 and 0 shares issued and outstanding at September 30, 2022 and 2021, respectively     —       —  
Series C Preferred Stock, $0.001 par value, 0 and 0 shares issued and outstanding at September 30, 2022 and 2021, respectively     —       —  
Series D Preferred Stock, $0.001 par value; 509,988 shares issued and outstanding at September 30, 2022 and 2021, respectively     510       510  
Series E Preferred Stock, $0.001 par value; 1,000,000 shares issued and outstanding at September 30, 2022 and 2021, respectively     1,000       1,000  
Series F Preferred Stock; $0.001 par value; 128,991 and 386,975 shares issued and outstanding at September 30, 2022 and 2021, respectively     129       387  
Additional paid-in capital     16,581,252       15,228,254  
Stock payable, consisting of 1,515,152 and 25,980,000 shares to be issued at September 30, 2022 and 2021, respectively     5,000       499,500  
Accumulated deficit     (18,504,776 )     (17,016,966 )
                 
TOTAL STOCKHOLDERS’ DEFICIT     (1,194,560 )     (725,821 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ 9,915     $ 5,960  

 

The accompanying footnotes are an integral part of these financial statements.

 

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GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

             
    Twelve Months Ended  
    September 30,  
    2022     2021  
             
REVENUE   $ —     $ —  
Cost of goods sold     —       2,412  
Gross profit (loss)     —       (2,412 )
                 
OPERATING EXPENSES                
General and administrative expenses     1,265,065       9,091,817  
Total operating expenses     1,265,065       9,091,817  
                 
LOSS FROM OPERATIONS     (1,265,065 )     (9,094,229 )
                 
OTHER INCOME (EXPENSE)                
Loss on settlement of liabilities, related party     (146,460 )     (419,900 )
Loss on conversion of preferred stock liability     (5,939 )     —  
Interest expense     (70,346 )     (287,499 )
Total other expenses     (222,745 )     (707,399 )
                 
Net loss   $ (1,487,810 )   $ (9,801,628 )
                 
Net loss per share available to common shareholders   $ (0.00 )   $ (0.02 )
                 
Weighted average shares outstanding - basic and diluted     628,539,782       482,090,099  

 

The accompanying footnotes are an integral part of these consolidated financial statements.

 

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GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

                                                                             
                        Original              
        Series A   Series D   Series E   Series F   Additional           Total  
  Common stock   Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock   paid-in   Stock   Accumulated   Equity  
    Shares   Par   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   capital   Payable   Deficit   (Deficit)  
                                                                             
Balance, September 30, 2020   436,218,342   $ 436,217   —   $ —   509,988   $ 510   1,000,000   $ 1,000   386,975   $ 387   $ 6,118,002   $ —   $ (7,215,338 ) $ (659,222 )
                                                                             
Common stock issued for conversion of convertible note payable and accrued interest   40,817,050     40,817   —     —   —     —   —     —   —     —     250,685     —     —     291,502  
Stock-based compensation   73,260,334     68,260   —     —   —     —   —     —   —     —     7,987,737     —     —     8,055,997  
Stock-based compensation, related parties   5,000,000     5,000   —     —   —     —   —     —   —     —     70,000     —     —     75,000  
Sale of common stock units for cash proceeds   —     —   —     —   —     —   —     —   —     —     —     379,500     —     379,500  
Sale of common stock units for cash proceeds, related parties   —     —   —     —   —     —   —     —   —     —     —     120,000     —     120,000  
Issuance of common stock and retirement of accrued compensation with related party   11,200,000     11,200   —     —   —     —   —     —   —     —     538,700     —     —     549,900  
Beneficial conversion discount on convertible notes payable   —     —   —     —   —     —   —     —   —     —     225,000     —     —     225,000  
Settlement of accounts payable with related party   —     —   —     —   —     —   —     —   —     —     38,130     —     —     38,130  
Net loss for the year ended September 30, 2021   —     —   —     —   —     —   —     —   —     —     —     —     (9,801,628 )   (9,801,628 )
Balance, September 30, 2021   561,495,726   $ 561,494   —   $ —   509,988   $ 510   1,000,000   $ 1,000   386,975   $ 387   $ 15,228,254   $ 499,500   $ (17,016,966 ) $ (725,821 )
                                                                             
Common stock issued for conversion of convertible note payable and accrued interest   25,798,400     25,798   —     —   —     —   —     —   (257,984 )   (258 )   (25,540 )   —     —     —  
Common stock subscribed for cash proceeds   —     —   —     —   —     —   —     —   —     —     —     5,000     —     5,000  
Common stock issued for stock payable   19,980,000     19,980   —     —   —     —   —     —   —     —     479,520     (499,500 )   —     —  
Common stock issued for settlement liability   6,000,000     6,000   —     —   —     —   —     —   —     —     155,460     —     —     161,460  
Stock-based compensation   —     —   —     —   —     —   —     —   —     —     322,266     —     —     322,266  
Stock-based compensation, related parties   —     —   —     —   —     —   —     —   —     —     186,926     —     —     186,926  
Conversion of Series G Preferred Stock to common stock   109,052,543     109,053   —     —   —     —   —     —   —     —     234,366     —     —     343,419  
Net loss for the year ended September 30, 2022   —     —   —     —   —     —   —     —   —     —     —     —     (1,487,810 )   (1,487,810 )
Balance, September 30, 2022   722,326,669   $ 722,325   —     —   509,988   $ 510   1,000,000   $ 1,000   128,991   $ 129   $ 16,581,252   $ 5,000   $ (18,504,776 ) $ (1,194,560 )

 

The accompanying footnotes are an integral part of these consolidated financial statements.

 

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GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

                 
    Twelve Months Ended  
    September 30,  
    2022     2021  
CASH FLOW FROM OPERATING ACTIVITIES:                
Net loss   $ (1,487,810 )   $ (9,801,628 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Stock compensation     322,266       8,055,997  
Stock compensation, related parties     186,926       75,000  
Depreciation     —       1,275  
Amortization of discount on convertible note payable     54,664       274,803  
Inventory impairment     —       2,412  
Loss on settlement of liabilities, related party     146,460       419,900  
Loss on conversion of preferred stock liability     5,939       —  
Changes in operating assets and liabilities                
Prepaid expenses     (3,550 )     4,783  
Accounts payable and accrued liabilities     172,957       89,313  
Accounts payable and accrued liabilities to related party     259,471       114,217  
Accrued interest payable     15,682       12,696  
NET CASH USED IN OPERATING ACTIVITIES     (326,995 )     (751,232 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from convertible notes payable     —       95,000  
Proceeds from sale of share-settled Series G preferred stock     310,000       81,250  
Proceeds from related party advances     28,900       —  
Repayment of related party advances     (16,500 )     —  
Proceeds from sale of common stock     5,000       499,500  
NET CASH PROVIDED BY FINANCING ACTIVITIES     327,400       675,750  
                 
NET INCREASE (DECREASE) IN CASH     405       (75,482 )
                 
Cash at beginning of period     5,960       81,442  
                 
Cash at end of period   $ 6,365     $ 5,960  
                 
Cash paid during the period for:                
Interest   $ —     $ —  
Taxes   $ —     $ —  
                 
Noncash investing and financing transactions:                
Conversion of convertible notes payable and accrued interest into common stock   $ —     $ 291,500  
Conversion of Series F preferred stock   $ 25,798     $ —  
Conversion of Series G preferred stock   $ 324,500     $ —  
Common stock issued for stock payable   $ 499,500     $ —  
Common stock issued for settlement of liabilities   $ 15,000     $ —  
Beneficial conversion discount on convertible note payable   $ —     $ 225,000  
Settlement of liabilities with related party   $ —     $ 38,130  

 

The accompanying footnotes are an integral part of these consolidated financial statements.

 

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GLOBESTAR THERAPEUTICS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

 

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 8.

 

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

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.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization. 

 

FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
   
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
   
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts payable and accrued expenses.

 

Revenue Recognition

 

The Company recognized revenue from product sales of its previous business upon product delivery. All of our products are shipped through a third-party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues.

 

Effective June 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied.

 

Advertising and Marketing Costs

 

We expense advertising and marketing costs as incurred. Advertising and marketing costs were $43,031 and $119,125 for the years ended September 30, 2022 and 2021, respectively.

 

Research and Development Costs

 

Research and development costs are expensed as incurred. The Company incurred no research and development costs during the years ended September 30, 2022 and 2021.

 

Cash and Cash Equivalents

 

All cash is maintained with a major financial institution in the United States. Deposits with this bank may occasionally exceed the amount of insurance provided on such deposits. For the purpose of the financial statements, cash includes cash in banks. Cash was $6,365 and $5,960 as of September 30, 2022 and 2021, respectively. There were no cash equivalents as of September 30, 2022 and 2021.

 

Property and equipment

 

Property and equipment of the Company is stated at cost. In accordance with ASC Topic 360 Property, Plant and Equipment, expenditure for fixed assets that substantially increase the useful lives of existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred. Depreciation is provided principally on the straight-line method over the estimated useful lives of the asset.

 

Depreciation expense was $0 during the year ended September 30, 2022 compared to $1,275 during the year ended September 30, 2021.

 

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Income Taxes

 

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of September 30, 2022 and 2021.

 

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. There are no known commitments or contingencies as of September 30, 2022 or 2021.

 

Recently Issued Accounting Pronouncements

 

Accounting standards promulgated by the Financial Accounting Standards Board (the “FASB”) are subject to change. Changes in such standards may have an impact on our future financial statements. The following are a summary of recent accounting developments.

 

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows.

 

 

Note 3. Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended September 30, 2022, the Company had a net loss of $1,487,810. As of September 30, 2022, the Company had a working capital deficit of $1,194,560 and an accumulated deficit of $18,504,776. 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.

 

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Note 4. Related Party Transactions

 

For the year ended September 30, 2022

 

As of September 30, 2022 and 2021, the Company owed $379,126 and $119,655 to officers of the Company for compensation which are recorded as accounts payable related party. Additionally, the Company received short term, unsecured, non-interest bearing advances from the Company’s CEO and CFO totaling $28,900 and repaid $16,500. As of September 30, 2022, the Company owed $12,400 on these related party advances.

 

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.

 

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. The total fair value of these option grants at issuance was $284,840. During the year ended September 30, 2022, the Company recognized $186,926 of stock-based compensation, related to outstanding stock options. At September 30, 2022, the Company had $97,914 of unrecognized expenses related to options.

 

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. As of September 30, 2022, no amounts have been earned or paid.

 

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 September 30, 2022, no amounts have been earned or paid.

 

For the year ended September 30, 2021

 

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. The Company also issued an additional 2,600,000 shares to Ms. Blankenship with a fair value of $102,700 in connection with this agreement, which were included in the loss on settlement total of $419,900 for the year ended September 30, 2021. 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.

 

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 finders fee related to the Company’s license agreement.

 

As of September 30, 2021, the Company owed $161,655 to officers of the Company for compensation.

 

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Note 5. Convertible Notes Payable and Advances

 

Convertible notes payable consisted of the following at September 30, 2022 and 2021:

                 
    September 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 4.9% of the outstanding stock of the Company.

 

During the year ended September 30, 2021, the Company recognized $10,000 of deferred finance costs from its new convertible note payable and $225,000 of new discount related to the beneficial conversion features of convertible notes payable. During the year ended September 30, 2021, the Company recognized interest expense on convertible notes of $11,415 and amortization of discount on convertible notes payable of $269,923, respectively.

 

As of September 30, 2022 and September 30, 2021, accrued interest on convertible notes payable was $225,953 and $222,287, respectively.

 

Conversions to Common Stock

 

During the year ended September 30, 2021, the holders of the convertible notes payable elected to convert principal of $275,000 and accrued interest of $16,502 into 40,817,050 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.

 

Advances

 

As of September 30, 2022 and 2021, the Company had non-interest bearing advances payable to third parties of $59,650. These advances are payable on demand.

 

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Note 6. Stockholders’ deficit

 

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. At September 30, 2022 and 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 September 30, 2022 and 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 September 30, 2022 and 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. At September 30, 2022 and 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 September 30, 2022 and 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. At September 30, 2021, 386,975 shares of the Series F Preferred Stock were issued and outstanding. During the year ended September 30, 2022, 257,984 shares of Series F Preferred Stock was converted into 25,798,400 shares of common stock. At September 30, 2022, 128,991 shares of the Series F Preferred Stock were issued and outstanding.

 

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Conversions to Common Stock of Convertible Notes Payable

 

During the year ended September 30, 2021, the holders of the convertible notes payable elected to convert principal and accrued interest of $291,500 into 40,817,050 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.

 

Common stock issued for services

 

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. The Company also issued an additional 2,600,000 shares to Ms. Blankenship with a fair value of $102,700 in connection with this agreement, which were included in the loss on settlement total of $419,900 for the year ended September 30, 2021. 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.

 

During the year ended September 30, 2021, the Company issued a total of 15,000,000 shares to three individuals for services rendered, including 5,000,000 to the Company’s CFO. The shares had a total fair value of $717,500 based on the stock price at the date the shares were earned, which was recognized as stock-based compensation.

 

Common stock issued for settlement of liabilities

 

During the year ended September 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 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. As of September 30, 2022, no shares are remaining to be issued for these unit sales.

 

In September 2022, the Company received $5,000 of cash as a subscription for 1,515,152 shares of common stock and an equal number of warrants to purchase common stock at an exercise price of $0.01 for one year. The common shares were not yet issued as of September 30, 2022.

 

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Common Stock Units

 

During the year ended September 30, 2021 the Company sold common stock units to investors. Each unit consist of 400,000 shares of common stock and 600,000 warrants to purchase common stock for three years at an exercise price of $0.03 per share. The Company received cash proceeds of $499,500 related to the issuance of 19,980,000 shares of common stock and 29,970,000 warrants. No shares of common stock were issued as of September 30, 2021. The shares were issued in December 2021. The warrants had a relative fair value of $350,462 based on a Black-Scholes pricing model with estimated volatility ranging from 261.3% to 261.8%, dividend yield of 0%, expected term of three years and a risk free rate ranging from 0.19% to 0.24%. As of September 30, 2021, the warrants had no intrinsic value, and a weighted average remaining life of 2.4 years.

 

Common Stock Warrants

 

As discussed in Note 7 below, the Company awarded common stock warrants to a consultant. The Company recognized $322,266 of expense related to these warrants during the year ended September 30, 2022. The Company estimated the fair value of the warrants based on a Black-Scholes pricing model using the following assumptions: 1) volatility of 254.43%; 2) risk free rate of 1.76%; 3) dividend yield of 0% and 4) expected term of 5 years. The following table summarizes the stock warrant activity for the years ended September 30, 2022 and 2021:

 

    Warrants     Weighted-Average
Exercise Price
Per Share		  
Outstanding, September 30, 2020     —     $ —  
Granted     29,970,000       0.03  
Exercised     —       —  
Forfeited     —       —  
Expired     —       —  
Outstanding, September 30, 2021     29,970,000     $ 0.03  
Granted     41,415,152       0.01  
Exercised     —       —  
Forfeited     —       —  
Expired     —       —  
Outstanding, September 30, 2022     71,385,152     $ 0.02  

 

As of September 30, 2022, the outstanding warrants had an expected remaining life of 2.99 years and have no intrinsic value.

 

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 $284,840, using the following assumptions: 1) volatility of 254.43%; 2) risk free rate of 1.54%; 3) dividend yield of 0% and 4) expected term of 3.38 years. The Company recognized $186,926 of expense related to the fair value of options vesting during the year ended September 30, 2022. The Company expects to recognize an additional $97,914 of expense related to these options assuming all vest.

 

During the year ended September 30, 2021, the Board of Directors approved grants of 70,000,000 options to officers and medical advisory board members. The stock options have an exercise price of $0.03 per share and are exercisable through the latter of two years from the effective date or two years after certain liquidity events. The total fair value of these option grants at issuance was $4,209,179. All options vested immediately.

 

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The following table summarizes the stock option activity for the years ended September 30, 2022 and 2021:

             
    Options     Weighted-Average
Exercise Price
Per Share		  
Outstanding, September 30, 2020     —     $ —  
Granted     70,000,000     $ 0.003  
Exercised     —     $ —  
Forfeited     —     $ —  
Expired     —     $ —  
Outstanding, September 30, 2021     70,000,000     $ 0.003  
Granted     35,000,000     $ 0.01  
Exercised     —     $ —  
Forfeited     —     $ —  
Expired     —     $ —  
Outstanding, September 30, 2022     105,000,000     $ 0.02  

 

As of September 30, 2022, the aggregate intrinsic value of options vested and outstanding were $0. As of September 30, 2022, all outstanding options had an expected remaining life of 1.86 years.

 

Beneficial Conversion Feature

 

During the year ended September 30, 2021, the Company charged to additional paid-in capital the aggregate amount of $225,000, in connection with the beneficial conversion feature of notes payable.

 

Note 7. 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. The Company sold 93,500 shares for net cash proceeds of $81,250 of cash proceeds.

 

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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. The Company recorded a debt discount of $25,000 for the difference between the cash proceeds and the total amount to be redeemed by the holder of $106,250. The Company amortized $2,425 of this discount through September 30, 2021. The dividends on the Series G Preferred Stock are recorded as interest expense and totaled $1,164 through September 30, 2021.

 

During the year ended September 30, 2022, the Company sold an aggregate of 369,875 shares of Series G Preferred Stock for net cash proceeds of $310,000. The Company recorded a debt discount of $59,875 for the difference between the cash proceeds and the total amount to be redeemed by the holder of $369,875. The Company amortized $54,664 of discount related to Series G Preferred Stock for the year months ended September 30, 2022. The dividends on the Series G Preferred Stock are accrued as interest. The Company recognized $15,852 of interest on the Series G Preferred Stock and had an accrued interest balance of $3,983 and $1,281 as of September 30, 2022 and September 30, 2021, respectively. During the year ended September 30, 2022, the holder of the Series G converted 324,500 shares of Series G and $12,980 of dividends into 109,052,543 shares of common stock, and the Company recognized a loss of $5,939.

 

As of September 30, 2022 and September 30, 2021, 138,875 and 93,500 shares of the Series G Preferred Stock were issued and outstanding, respectively. The balance of the Series G Preferred stock liability was $126,294 and $86,130, respectively, net of unamortized discount of $12,581 and $30,745, respectively.

 

Note 8. Commitments and Contingent Liabilities

 

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 was to be completed by June 30, 2022 but has not yet occurred.

 

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.

 

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Litigation

 

From time to time, the Company may be subject to routine litigation, claims, or disputes in the ordinary course of business. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company cannot predict with certainty, however, the outcome or effect of any of the litigation or investigatory matters specifically described above or any other pending litigation or claims. There can be no assurance as to the ultimate outcome of any lawsuits and investigations.

 

Note 9. 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 issued 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.

 

The Company paid $52,000 in royalties during the year ended September 30, 2022 and owes $26,250 of royalties and late fees under this agreement as of September 30, 2022.

 

During the year ended September 30, 2021, the Company recognized share-based compensation expense of $3,204,318 related to the 58,260,334 shares issued pursuant to the first two milestones described above, based on the closing price of the Company’s common stock on the date the milestone was met.

 

The Company is currently in default of this agreement.

 

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Note 10. Income Taxes

 

There is no current or deferred income tax expense or benefit for the period ended September 30, 2022 and 2021. The Company currently has net operating loss carryforwards aggregating approximately $4,571,000 which expire beginning in 2033. The deferred tax asset related to the net operating loss carryforwards has been fully reserved.

 

The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference for the period from April 29, 2016 (date of inception) through September 30, 2022 and 2021 is the valuation allowance as follows.

 Schedule of provision for income taxes

    September 30, 2022   September 30, 2021  
Net operating loss carryforward at statutory tax rate   $ 962,000   $ 768,000  
Valuation allowance     (962,000 )   (768,000 )
Deferred tax benefit, net   $ —   $ —  

 

The Company has not recognized an income tax benefit for the period based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the current period presented is offset by a valuation allowance (100%) established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

 

The tax returns for fiscal year 2017 and forward are still open for review by the Internal Revenue Service.

 

Note 11. Subsequent Events

 

On October 3, 2022, the holders of the Series G Preferred Stock converted a total of 15,000 shares and dividends of $600 into 7,090,909 shares of common stock.

 

On October 13, 2022, the holders of the Series G Preferred Stock converted a total of 15,000 shares and dividends of $600 into 7,090,909 shares of common stock.

 

On October 18, 2022, the holders of the Series G Preferred Stock converted a total of 18,125 shares and dividends of $725 into 8,976,190 shares of common stock.

 

On November 10, 2022, the holders of the Series G Preferred Stock converted a total of 20,000 shares and dividends of $800 into 10,947,368 shares of common stock.

 

On November 14, 2022, the holders of the Series G Preferred Stock converted a total of 28,125 shares and dividends of $1,125 into 13,928,571 shares of common stock.

 

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Changes in Accountants

 

None.

 

Disagreements with Accountants

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022 (the “Evaluation Date”). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2022, our management concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.

 

Limitations on Systems of Controls

 

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

Management’s Report on Internal Control over Financial Reporting

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has conducted an assessment, including testing of the effectiveness, of our internal control over financial reporting as of Evaluation Date. Management’s assessment of internal control over financial reporting was conducted using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013 Framework).

 

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

As of September 30, 2022, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: inadequate segregation of duties consistent with control objectives; and, management is dominated by a single individual. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2022.

 

The Company recognizes the following weaknesses and deficiencies of the Company as of September 30, 2022:

 

We recognized the following deficiencies that we believe to be material weaknesses:

 

- The Company has not fully designed, implemented or assessed internal controls over financial reporting. Due to the Company being a development stage company, management’s assessment and conclusion over internal controls were ineffective this year.

 

We recognized the following deficiencies that we believe to be significant deficiencies:

 

- The Company has no formal control process related to the identification and approval of related party transactions.

 

- No formal written policy for the approval, identification and authorization of related party transactions currently exists.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

ITEM 9B. OTHER INFORMATION

 

None

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Our officer and directors will serve until successors are elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successors are duly elected and qualified, or until they are removed from office. The board of directors has an auditing committee but no nominating or compensation committees.

 

The name, address, age and position of our president, secretary/treasurer, and director and vice president is set forth below:

 

Name   Age   Position

James C. Katzaroff 

719 Jadwin Avenue, Richland, WA, 99352 

   65   Chief Executive Officer, President, Secretary,
 Principal Executive Officer, and Chairman of the Board
         
Robert Chicoski, CPA   80   Chief Financial officer, Treasurer, Principal Financial Officer
         
William Farley   67   Director
         
Steven Penderghast       Director

 

James C. Katzaroff. From 2007 through 2016 was Chief Executive Officer and controlling shareholder is the founder of Advanced Medical Isotope Corp. (now Vivos, Inc) a late stage radiation oncology focused medical device company engaged in the development of yttrium-90 based brachytherapy devices for the treatment of unresectable tumors. Effective May 2020, Mr. Katzaroff became the Chief Executive officer and controlling shareholder of Poverty Dignified, Inc. (OTC PVDG).

 

Robert Chicoski. From 1973 to 2021 was a practicing Certified Public Accountant, beginning with KPMG and continuing as a contract Controller and Interim CFO of client companies. He was CFO and co-founder of Oceanside Energy in Worcester, MA a pioneer in an on-line reverse-auction trading platform for the purchase of substantial amounts of electricity and natural gas. In the early 2000’s Oceanside Energy enjoyed its IPO as World Energy Solutions (OTC XWES).

 

William Farley has over 35 years’ experience in the Business Development, Sales and leading efforts in drug discovery, development and partnering.  Mr. Farley holds a senior leadership position at Sorrento Therapeutics. He began his career at Johnson and Johnson and has held positions at Pfizer and HitGen Ltd., at WuXi Apptec creating, building and leading global BD teams, VP of BD at ChemDiv where he leads numerous efforts to create new therapeutic companies in CNS, Oncology and Anti infectives. Mr. Farley serves on the BOD of GlobeStar and Xortex. Bill serves  as a consultant to various executive management teams as well as advising several BODs on commercialization of assets. Mr. Farley has spoken at numerous conferences and is published in variety of journals, received his Bachelor of Science degree in Chemistry from State University of New York , Oswego and has taken graduate courses at Rutgers and UC Irvine.

 

Steven Penderghast Medical device & technology professional with over 25 years experience in Corporate National Accounts, Sales & Management, Product Management, Marketing Management, Clinical Research and Regulatory Affairs. Since 2013, as Corporate Vice President, National Accounts as well as Corporate Regional Vice President/SCG for BD/CR Bard Inc., Corporate Customer Group, Franklin Lakes, New Jersey, has responsibility for Strategic account corporate relationships IDN and regional purchasing groups in Western USA; Strategic oversight of national and regional GPO business contracting and product segment agreements; Corporate guidance over product segment commercialization and technology introductions.

 

Family Relationships

 

There are no family relationships among our directors, executive officers or persons nominated to become executive officers or directors.

 

Involvement in Certain Legal Proceedings

 

During the past ten (10) years, none of our directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen in Item 401 (f) of Regulation S-K.

 

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Arrangements

 

There are no arrangements or understandings between an executive officer, director or nominee and any other person pursuant to which he was or is to be selected as an executive officer or director.

 

Committees of the Board of Directors

 

There are no members of the established Audit Committee. 

 

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our directors have not considered or adopted any of these policies, as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future.

 

While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

 

Our directors are not “auditZ:XBRL JOB20232023Q101 JanuaryEdgarbiziXBRL__GlobeStar Therapeutics Corporation_09_30_2022_10KOut BoundV2ixbrl committee financial experts” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:

 

  ● understands generally accepted accounting principles and financial statements,
     
  ● is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,
     
  ● has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,
     
  ● understands internal controls over financial reporting, and
     
  ● understands audit committee functions

 

Our Board of Directors is comprised of Ms. Blankenship who is involved in our day-to-day operations. On February 23, 2018, the Company was notified that Robert W. Fryer tendered his resignation as an independent director. We would prefer to have an audit committee financial expert on our board of directors. As with most small, early-stage companies until such time our company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officers insurance, the Company does not have any immediate prospects to attract independent directors. When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

 

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND THE COMPANY HAS NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST, AND SIMILAR MATTERS.

 

Code of Business Conduct and Ethics

 

We have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely, and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of violations; and provide accountability for adherence to the provisions of the code of ethic.

 

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ITEM 11. EXECUTIVE COMPENSATION

 

Prior to her separation from the Company in March 2021, Ms. Blankenship was paid $5,000 per month for her services to the company. The Company’s CEO is paid $15,000 per month, and the Company’s CFO is paid $7,000 per month. No amounts were paid in cash during the years ended September 30, 2021 and 2022.

 

The table below summarizes all compensation awards paid or accrued to our named executive officer for all service rendered in all capacities to us for the fiscal periods ended September 30, 2021 and 2022.

 

SUMMARY COMPENSATION TABLE

 

Name and Principal Position   Fiscal
Year		   Salary
($)		     Bonus
($)		   Stock
Awards
($)		     Option
Awards
($)		   Non-Equity
Incentive Plan
Compensation
($)		   Nonqualified
Deferred
Compensation
($)		   All Other
Compensation
($)		   Total ($)  
James C. Katzaroff   2022   $ 177,933 (a)     —   $ — (b)   $ 284,840     —     —     —   $ 462,773  
    2021   $ 105,000 (a)     —   $ — (b)   $ 1,864,391     —     —     —   $ 1,969,391  
                                                           
Robert R. Chicoski   2022   $ 84,000       —   $ —     $ —     —     —     —   $ 84,000  
    2021   $ 31,500       —   $ — (b)   $ 310,732     —     —     —   $ 417,232  
                                                           
Alex Blankenship   2022   $ — (a)     —   $ —       —     —     —     —   $ —  
CEO   2021   $ 30,000 (a)     —   $ 102,700 (b)     —     —     —     —   $ 132,700  

 

 

  (a) Includes amount accrued during the year;
     
  (b) Includes 35,000,000 options issued to Mr. Katzaroff pursuant to amended employment agreement. Includes 5,000,000 shares issued Robert Chicoski as a finder’s fee related to the Company’s license agreement. Includes 5,000,000 shares of common stock with a fair value of $12,000 awarded to Ms. Blankenship on August 14, 2020. Ms. Blankenship paid $500 in cash to the Company for these shares. For 2021, includes 2,600,000 shares issued with a fair value of $102,700 as additional compensation upon separation.

 

OUTSTANDING EQUITY AWARDS AT SEPTEMBER 30, 2022

 

    Option Awards   Stock Awards  
Name   Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		   Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		   Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)		   Option
Exercise
Price ($)		   Option
Expiration
Date		   Number of
Shares of
Stock That
Have Not
Vested (#)		   Market
Value of
Shares of
Stock That
Have Not
Vested ($)		   Equity
Incentive
Plan Awards:
Number of
Unearned
Shares or
Other Rights
That Have
Not Vested
(#)		   Equity
Incentive Plan
Awards:
market or
Payout Value
of Unearned
Shares or
Other Rights
That Have
Not Vested
($)		  
James C. Katzaroff     30,000,000     —     —   $ 0.03     May 12, 2023     —     —     —     —  
James C. Katzaroff     35,000,000     —     —   $ 0.009     February 7, 2027     —     —     —     —  
Robert Chicoski     5,000,000     —     —   $ 0.03     May 12, 2023     —     —     —     —  

 

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Employment Agreements & Retirement Benefits

 

None of our executive officers is subject to employment agreements, but we may enter into such agreements with them in the future. We have no plans providing for the payment of any retirement benefits.

 

Director Compensation

 

Directors receive no compensation for serving on the Board. We have no non-employee directors.

 

Our Board of Directors is comprised of James C. Katzaroff who also serves as the CEO of the Company, William Farley and Steven Penderghast. None of our directors has or had a compensation arrangement with the Company for director services, nor have any of them been compensated for director services since the Company’s inception.

 

We reimburse our directors for all reasonable ordinary and necessary business related expenses, but we did not pay director’s fees or other cash compensation for services rendered as a director in the period ended September 30, 2021 to any of the individuals serving on our Board during that period. We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors. We may pay fees for services rendered as a director when and if additional directors are appointed to the Board of Directors.

 

Director Independence

 

We currently have two independent directors and we do not anticipate appointing additional directors in the foreseeable future.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

We do not currently have a stock option plan in favor of any director, officer, consultant, or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our directors and officer since our inception; accordingly, no stock options have been granted or exercised by our directors and officer since we were founded.

 

The following table sets forth certain information as of January 3, 2023, with respect to the beneficial ownership of our common stock by each beneficial owner of more than 5% of the outstanding shares of common stock of the Company, each director, each executive officer named in the “Summary Compensation Table” and all executive officers and directors of the Company as a group, and sets forth the number of shares of common stock owned by each such person and group. Unless otherwise indicated, the owners have sole voting and investment power with respect to their respective shares.

 

Name of Beneficial Owner   Number of Shares
Beneficially Owned		       Percentage of
Outstanding
Common Stock
Owned		  
                   
Robert Chicoski     9,000,000         1.2 %
                   
James C. Katzaroff     10,000,000   (1)     1.3 %
                   
2021 Pharma Associates LLC (7 to Stand)     58,260,334         7.6 %
                   
All directors and executive officers as a group (1) person.     19,000,000         2.5 %

 

 

(1) Does not include shares of common stock underlying 1,000,000 shares of the Company’s Series E Preferred Stock owned by Mr. Katzaroff. The Series E Preferred Stock carries two votes for each outstanding share of the Company’s common stock and, as a result, has 2/3 voting control over any shareholder votes.

 

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

None.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The following table summarize the fees billed to the Company by its independent accountants, M&K CPAs PLLC, for the years ended September 30, 2022 and 2021:

 

    2022   2021  
Audit Fees   $ 23,500   $ 18,500  
               
Audit Related Fees (1)   $ —   $ —  
               
Tax Fees (2)   $ —   $ —  
               
All Other Fees (3)   $ —   $ —  
               
Total Fees   $ 23,500   $ 18,500  

 

Notes to the Accountants Fees Table:

 

  (1) Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.”
     
  (2) Consists of fees for professional services rendered by our principal accountants for tax related services.
     
  (3) Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above.

 

As part of its responsibility for oversight of the independent registered public accountants, the Board has established a pre-approval policy for engaging audit and permitted non-audit services provided by our independent registered public accountants. In accordance with this policy, each type of audit, audit-related, tax and other permitted service to be provided by the independent auditors is specifically described and each such service, together with a fee level or budgeted amount for such service, is pre-approved by the Board. All of the services provided by M&K CPAs PLLC described above were approved by our Board.

 

The Company’s principal accountant did not engage any other persons or firms other than the principal account

ant’s full-time, permanent employees.

 

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PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 

   
3.1 Articles of Incorporation (1)
3.2 Bylaws (2)
14.1 Code of Ethics (3)
21 Subsidiaries of the Registrant (4)
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer (4)
31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer (4)
32.1 Section 1350 Certification of principal executive officer (4)
32.2 Section 1350 Certification of principal financial officer (4)
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (5)
101.SCH Inline XBRL Taxonomy Extension Schema Document (5)
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (5)
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (5)
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (5)
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (5)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (5)

 

 

(1) Incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2015.
(2) Incorporated by reference to our Form 10-K/A Amendment No. 1 for the year ended September 30, 2015 filed on January 22, 2016.
(3) Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on November 3, 2010.
(4) Filed or furnished herewith.
(5) In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Annual Report on Form 10-K shall be deemed “furnished” and not “filed.”

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  GlobeStar Therapeutics Corporation
   
Date: January 9, 2022 BY: /s/ James C. Katzaroff
  James C. Katzaroff
  Chief Executive Officer, President, Secretary, Principal Executive Officer, and Director
   
Date: January 9, 2022 BY: /s/ Robert Chicoski
  Robert Chicoski
  Chief Financial Officer, Treasurer, Secretary, Principal Financial And Accounting Officer

 

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