UNITED STATES

SECURITY AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 10-Q

____________________

(MARK ONE)

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

For the quarterly period ended ~~December~~March 31, ~~2023~~2024

☐ 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

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 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 ☒

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol	Name of each exchange on which registered
Common	GSTC	N/A

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~March~~June 1121, 2024, 1,~~162~~241,~~921~~105,~~101~~695 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements	4
Consolidated Balance Sheets as of December 31, 2023 (Unaudited) and September 30, 2023	4
Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and September 30, 2023	4
Consolidated Statements of Operations for the Three Months Ended December 31, 2023 and 2022 (Unaudited)	5
Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2024 and 2023 (Unaudited)	5
Consolidated Statements of Stockholders' Deficit for the Three Months Ended December 31, 2023 and 2022 (Unaudited)	6
Consolidated Statements of Stockholders' Deficit for the Three and Six Months Ended March 31, 2024 and 2023 (Unaudited)	6-7
Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2023 and 2022 (Unaudited)	7
Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2024 and 2023 (Unaudited)	8
Notes to the Unaudited Consolidated Financial Statements	89
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1617
Item 3. Quantitative and Qualitative Disclosures about Market Risk	1819
Item 4. Controls and Procedures	1819
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	1920
Item 1A. Risk Factors	1920
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1920
Item 3. Defaults upon Senior Securities	1920
Item 4. Mine Safety Disclosures	1920
Item 5. Other Information	1920
Item 6. Exhibits	2021
SIGNATURES	2122

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements. 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, 2023. 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,” “our,” and “us” refers to GlobeStar Therapeutics Corporation, a Wyoming corporation and its subsidiaries unless the context specifically indicates otherwise.

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31,			September 30,
	March 31,			September 30,
	2023			2023
	2024			2023
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—
Prepaid expenses		—147,708			—
Total current assets		—147,708			—
TOTAL ASSETS	$	—147,708		$	—
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	~~366~~407,~~190~~654		$	328,178
Accounts payable to related party		~~504~~585,~~715~~897			454,665
Related party advances		67,~~595~~979			6,295
Advances payable		5962,~~650~~150			59,650
Note payable		300,000			300,000
Current portion of convertible notes payable, net of discount of $0, respectively		6828,~~672~~408			59,710
Accrued interest payable		~~226~~224,~~711~~269			225,363
Total current liabilities		1,~~532~~616,~~533~~357			1,433,861
TOTAL LIABILITIES		1,~~532~~616,~~533~~357			1,433,861
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value; unlimited shares authorized; 1,049,750,653 and 996,119,530 shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively		1,049,750			996,119
Common stock, $0.001 par value; 1,162,921,101 and 996,119,530 shares issued and outstanding at March 31, 2024 and September 30, 2023, respectively		1,162,921			996,119
Preferred stock; 20,000,000 shares authorized:		—			—
Series A Preferred Stock, $0.001 par value, 0 shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively		—			—
Series A Preferred Stock, $0.001 par value; 0 shares issued and outstanding at March 31, 2024 and September 30, 2023, respectively		—			—
Series D Preferred Stock, $0.001 par value; $0 shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively		—			—
Series D Preferred Stock, $0.001 par value; 0 shares issued and outstanding at March 31, 2024 and September 30, 2023, respectively		—			—
Series E Preferred Stock, $0.001 par value; 1,000,000 shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively		1,000			1,000
Series E Preferred Stock, $0.001 par value; 1,000,000 shares issued and outstanding at March 31, 2024 and September 30, 2023, respectively		1,000			1,000
Series F Preferred Stock; $0.001 par value; 128,991 shares issued and outstanding at December 31, 2023 and September 30, 2023		129			129
Series F Preferred Stock; $0.001 par value; 128,991 shares issued and outstanding at March 31, 2024 and September 30, 2023		129			129
Additional paid-in capital		18,~~066~~013,~~713~~388			18,022,916
Accumulated deficit		(20,650,125	)		(20,454,025	)
Stock payable, consisting of 100,000,000 shares to be issued at March 31, 2024 and September 30, 2023, respectively		179,000			—
TOTAL STOCKHOLDERS' DEFICIT		(1,532,533	)		(1,433,861	)
Accumulated deficit		(20,825,087	)		(20,454,025	)
TOTAL STOCKHOLDERS' DEFICIT		(1,468,649	)		(1,433,861	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	—		$	—

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

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GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	December 31,
	March 31,						March 31,
	2023			2022
	2024			2023			2024			2023
OPERATING EXPENSES
General and administrative expenses	$	~~155~~167,~~871~~583		$	~~155~~142,~~241~~059			323,454			297,300
Total operating expenses		~~155~~167,~~871~~583			~~155~~142,~~241~~059			323,454			297,300
LOSS FROM OPERATIONS		(~~155~~167,~~871~~583	)		(~~155~~142,~~241~~059	)		(323,454	)		(297,300	)
OTHER INCOME (EXPENSE)
Interest expense		(7,~~888~~379	)		(108,~~668~~178	)		(15,267	)		(18,846	)
Total other expense		(7,~~888~~379	)		(108,~~668~~178	)		(15,267	)		(18,846	)
Net loss before taxes		(163,759	)		(165,909	)
Net Loss		(174,962	)		(150,237	)		(338,721	)		(316,146	)
Income tax expense		—			—
Deemed dividend		—			—			(32,341	)		—
Net loss		(163,759	)		(165,909	)
Net loss attributable to common shareholders	$	(174,962	)	$	(150,237	)	$	(371,062	)	$	(316,146	)
Deemed dividend		(32,341	)		—
Net loss per share available to common shareholders	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net loss attributable to common stockholders	$	(196,100	)	$	(165,909	)
Weighted average shares outstanding - basic and diluted		1,127,083,775			773,432,215			1,065,219,546			764,419,403
Net loss per share available to common shareholders	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding – basic and diluted		1,004,027,756			755,602,522

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

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GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

													Original
				Series D			Series E			Series F			Additional								Total
	Common Stock			Preferred Stock			Preferred Stock			Preferred Stock			Paid-in			Stock		Accumulated			~~Total~~Equity
	Shares	Par		Shares	Amount		Shares	Amount		Shares	Amount		Capital			Payable		Deficit			(Deficit)
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	)
Common stock subscribed for cash proceeds	—		—	—		—	—		—	—		—		—			5,000		—			5,000
Conversion of Series G Preferred Stock to common	48,033,947		48,034	—		—	—		—	—		—		52,066			—		—			100,100
Stock-based compensation, related parties	—		—	—		—	—		—	—		—		17,803			—		—			17,803
Net loss for the three months ended December 31, 2022	—		—	—		—	—		—	—		—		—			—		(165,909	)		(165,909	)
Balance, December 31, 2022	770,360,616	$	770,359	509,988	$	510	1,000,000	$	1,000	128,991	$	129	$	16,651,121		$	10,000	$	(18,670,685	)	$	(1,237,566	)
Balance, September 30, 2023	996,119,530	$	996,119	—	$	—	1,000,000	$	1,000	128,991	$	129	$	18,022,916		$	—	$	(20,454,025	)	$	(1,433,861	)
Common stock subscribed for cash proceeds	—		—	—		—	—		—	—		—		—			15,000		—			15,000
Exercise of warrants	23,333,333		23,333	—		—	—		—	—		—		(5,833	)		—		—			17,500
Conversion of Series G Preferred Stock to common	8,066,567		8,066	—		—	—		—	—		—		36,264			—		—			44,330
Common stock issued for conversion of notes payable and accrued interest	30,297,790		30,298	—		—	—		—	—		—		(7,719)			—		—			22,579
Common stock issued for the conversion of debt	2,000,000		2,000	—		—	—		—	—		—		18,000			—		—			20,000
Stock-based compensation	—		—	—		—	—		—	—		—		2,554			—		—			2,554
Stock-based compensation, related parties	—		—	—		—	—		—	—		—		17,803			—					17,803
Stock-based compensation, related parties	—		—	—		—	—		—	—		—		22,454			—		—			22,454
Net loss for the three months ended March 31, 2023	—		—	—		—	—		—	—		—		—			—		(150,237	)		(150,237	)
Deemed dividend	—		—	—		—	—		—	—		—		32,341			—		(32,341	)		—
Balance, March 31, 2023	780,427,183	$	780,425	509,988	$	510	1,000,000	$	1,000	128,991	$	129	$	16,723,188		$	25,000	$	(18,820,922	)	$	(1,290,670	)
Net loss for the three months ended December 31, 2023	—		—	—		—	—		—	—		—		—			—		(163,759	)		(163,759	)
Balance, December 31, 2023	1,049,749,653	$	1,049,750	—	$	—	1,000,000	$	1,000	128,991	$	129	$	18,066,713		$	—	$	(20,650,125	)	$	(1,532,533	)

~~The~~- ~~accompanying~~continued ~~footnotes are an integral part of these unaudited consolidated financial statements.~~-

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													Original
				Series D			Series E			Series F			Additional								Total
	Common Stock			Preferred Stock			Preferred Stock			Preferred Stock			Paid-in			Stock		Accumulated			Equity
	Shares	Par		Shares	Amount		Shares	Amount		Shares	Amount		Capital			Payable		Deficit			(Deficit)

Balance, September 30, 2023	996,119,530	$	996,119	—	$	—	1,000,000	$	1,000	128,991	$	129	$	18,022,916		$	—	$	(20,454,025	)	$	(1,433,861	)

Exercise of warrants	23,333,333		23,333	—		—	—		—	—		—		(5,833	)		—		—			17,500
Common stock issued for conversion of notes payable and accrued interest	30,297,790		30,298	—		—	—		—	—		—		(7,719)			—		—			22,579
Stock-based compensation	—		—	—		—	—		—	—		—		2,554			—		—			2,554
Stock-based compensation, related parties	—		—	—		—	—		—	—		—		22,454			—		—			22,454
Deemed dividend	—		—	—		—	—		—	—		—		32,341			—		(32,341	)		—
Net loss for the three months ended December 31, 2023	—		—	—		—	—		—	—		—		—			—		(163,759	)		(163,759	)
Balance, December 31, 2023	1,049,749,653	$	1,049,750	—	$	—	1,000,000	$	1,000	128,991	$	129	$	18,066,713		$	—	$	(20,650,125	)	$	(1,532,533	)

Exercise of warrants	10,000,000		10,000	—		—	—		—	—		—		(2,500	)		—		—			7,500
Common stock issued for conversion of notes payable and accrued interest	103,170,448		103,171	—		—	—		—	—		—		(53,086)			—		—			50,085
Stock-based compensation	—		—	—		—	—		—	—		—		—			179,000		—			179,000
Stock-based compensation, related parties	—		—	—		—	—		—	—		—		2,261			—		—			2,261
Net loss for the three months ended March 31, 2024	—		—	—		—	—		—	—		—		—			—		(174,962	)		(174,962	)
Balance, March 31, 2024	1,162,921,101	$	1,162,921	—	$	—	1,000,000	$	1,000	128,991	$	129	$	18,013,388		$	179,000	$	(20,825,087	)	$	(1,468,649	)

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

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GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	Six Months Ended
	December 31,
	March 31,
	2023			2022
	2024			2023
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(~~163~~338,~~759~~721	)	$	(~~165~~316,~~909~~146	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation		223,~~554~~846			—
Stock compensation, related parties		2224,~~454~~715			1735,~~803~~606
Amortization of discount on convertible note payable		512,~~262~~248			915,~~343~~584
Changes in operating assets and liabilities
Prepaid expenses		—			13,~~050~~550
Accounts payable and accrued liabilities		3888,~~012~~476			3676,~~266~~400
Accounts payable and accrued liabilities to related party		50131,~~050~~232			6088,~~980~~855
Accrued interest payable		23,~~627~~020			13,~~325~~262
NET CASH USED IN OPERATING ACTIVITIES		(4255,~~800~~184	)		(3992,~~142~~889	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of Series G Preferred Stock		—			3573,000
Proceeds from convertible note payable		25,000			—
Proceeds from related party advances		300			500
Proceeds from advances		2,500			—
Proceeds from common stock subscribed and exercise of warrants		17,500			5,000
Proceeds from related party advances		1,684			700
NET CASH PROVIDED BY FINANCING ACTIVITIES		42,800			40,500
Repayment of related party advances		(9,000	)		—
NET INCREASE IN CASH		—			1,358
Proceeds from common stock subscribed and exercise of warrants		35,000			13,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		55,184			86,700
NET INCREASE IN CASH		—			(6,189	)
Cash at beginning of period		—			6,365
Cash at end of period	$	—		$	~~7,723~~176
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—
Noncash investing and financing transactions:
Conversion of Series G preferred stock	$	—		$	96,250
Conversion of Series G preferred stock and accrued interest	$	—		$	144,430
Common stock issued for conversion of notes payable and accrued interest	$	22,579		$	—
Common stock issued for the conversion of debt	$	—		$	20,000
Expenses paid on the Company's behalf for subscription agreement	$	—		$	7,000
Common stock issued for conversion of notes payable and accrued interest	$	72,664		$	—
Deemed dividend	$	32,341		$	—
Expenses paid on the Company's behalf	$	9,000		$	—

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

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GLOBESTAR THERAPEUTICS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2023~~2024

(Unaudited)

Note 1. General Organization and Business

GlobeStar Therapeutics Corporation (the “Company”) was incorporated on April 29, 2016. The Company’s year-end is September 30. On October 4, 2019, the Company filed Articles of Continuance with the Secretary of State of Wyoming to continue its business in the state of Wyoming. As part of these Articles of Continuance, effective October 4, 2019, the Company has no limit on the authorized shares of common stock that can be issued. The Company filed its Certificate of Dissolution with the Secretary of State of Nevada on October 21, 2019 because it is no longer a Nevada corporation.

The Company is developing an expanded platform of products that include addition of treatment for Multiple Sclerosis and other neurodegenerative diseases. The potential pharmaceutical products related to treatment for multiple sclerosis are licensed to the Company through the worldwide licensing agreement described in Note 6.

Note 2. Going Concern and Summary of Significant Accounting Policies

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, the Company had a net loss of $~~163~~338,~~759~~721 and cash flow used in operating activities of $4255,~~800~~184. As of ~~December~~March 31, ~~2023~~2024, the Company had negative working capital of $1,~~532~~468,~~533~~649. Management does not anticipate having positive cash flow from operations in the near future. The Company has ~~minimal~~no revenue. Without additional capital, the Company will not be able to remain in business.

These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

Interim Financial Statements

The accompanying unaudited financial statements ~~have~~ have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2023 which are included on our Form 10-K filed on January 19, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the three and six months ended ~~December~~March 31, ~~2023~~2024 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2024.

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Consolidated Financial Statements

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, SomaCeuticals, Inc., First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Note 3. Convertible Notes Payable and Advances

Convertible notes payable consisted of the following at ~~December~~March 31, ~~2023~~2024 and September 30, 2023:

	December 31, 2023			September 30, 2023
	March 31, 2024			September 30, 2023
Convertible note dated May 10, 2023 in the original principal amount of $21,300 maturing May 10, 2024, bearing interest at 12%, convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion.	$	—		$	21,300
Convertible note dated July 3, 2023 in the original principal amount of $47,250 maturing April 15, 2024, bearing interest at 12%, convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion.		~~47,250~~—			47,250
Convertible note dated November 1, 2023 in the original principal amount of $31,500 maturing August 15, 2024, bearing interest at 12%, convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion.		31,500			—
Total convertible notes payable		7831,~~750~~500			68,550
Unamortized discount		(103,~~078~~092	)		(8,840	)
Total current convertible notes payable, net of discount	$	6828,~~672~~408		$	59,710

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.

On May 10, 2023, the Company entered into a Securities Purchase Agreement (the “May 2023 Securities Purchase Agreement”) with 1800 Diagonal Lending LLC (“1800 Diagonal”). Pursuant to the terms of the May 2023 Securities Purchase Agreement, the Company issued a convertible promissory note (the “May 2023 Note”) to 1800 Diagonal in the aggregate principal amount of $21,300 with the Company receiving $15,000 in cash proceeds. ~~Effective May 10, 2023, the Company issued the May 2023 Note to 1800 Diagonal consistent with the terms of the May 2023 Securities Purchase Agreement.~~ The May 2023 Note bears interest at 12%, with a 22% rate in the event of default, with an Original Issue Discount of $1,050 and matures on May 10, 2024. Pursuant to the terms of the May 2023 Note, the outstanding principal and accrued interest on the note shall be convertible beginning six months from issuance into shares of the Company’s common stock at 61% of the lowest trading price of the Company’s common stock during the 20 days prior to conversion. The Company recognized $6,300 of discount and deferred finance costs and amortized $13,~~584~~838 during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024. The conversion option on the note payable was not bifurcated as a derivative under ASC 815 due to sufficient authorized shares being available to settle the conversion feature.

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On July 3, 2023, the Company entered into a Securities Purchase Agreement (the “July 2023 Securities Purchase Agreement”) with 1800 Diagonal Lending LLC (“1800 Diagonal”). Pursuant to the terms of the July 2023 Securities Purchase Agreement, the Company issued a convertible promissory note (the “July 2023 Note”) to 1800 Diagonal in the aggregate principal amount of $47,250 with the Company receiving $40,000 in cash proceeds. Effective July 3, 2023, the Company issued the July 2023 Note to 1800 Diagonal consistent with the terms of the July 2023 Securities Purchase Agreement. The July 2023 Note bears interest at 12%, with a 22% rate in the event of default, with an Original Issue Discount of $2,250 and matures on April. 15, 2024. Pursuant to the terms of the July 2023 Note, the outstanding principal and accrued interest on the note shall be convertible beginning six months from issuance into shares of the Company’s common stock at 61% of the lowest trading price of the Company’s common stock during the 20 days prior to conversion. The Company recognized $7,250 of discount and deferred finance costs and amortized $25,~~324~~002 during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024. The conversion option on the note payable was not bifurcated as a derivative under ASC 815 due to sufficient authorized shares being available to settle the conversion feature.

On November 1, 2023, the Company entered into a Securities Purchase Agreement (the “November 2023 Securities Purchase Agreement”) with 1800 Diagonal Lending LLC (“1800 Diagonal”). Pursuant to the terms of the November 2023 Securities Purchase Agreement, the Company issued a convertible promissory note (the “November 2023 Note”) to 1800 Diagonal in the aggregate principal amount of $31,500 with the Company receiving $25,000 in cash proceeds. Effective November 1, 2023, the Company issued the November 2023 Note to 1800 Diagonal consistent with the terms of the November 2023 Securities Purchase Agreement. The November 2023 Note bears interest at 12%, with a 22% rate in the event of default, with an Original Issue Discount of $1,500 and matures on August 15, 2024. Pursuant to the terms of the November 2023 Note, the outstanding principal and accrued interest on the note shall be convertible beginning six months from issuance into shares of the Company’s common stock at 61% of the lowest trading price of the Company’s common stock during the 20 days prior to conversion. The Company recognized $6,500 of discount and deferred finance costs and amortized $13,~~354~~408 during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024. The conversion option on the note payable was not bifurcated as a derivative under ASC 815 due to sufficient authorized shares being available to settle the conversion feature.

As of ~~December~~March 31, ~~2023~~2024 and September 30, 2023, accrued interest on convertible notes payable was $~~226~~224,~~711~~269 and $225,363, respectively.

Conversions to Common Stock

During the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, the holders of the May 2023 convertible note payable elected to convert principal of $21,300 and $1,278 of accrued interest into 30,297,790 shares of common stock. The conversion was in accordance with the terms of the agreement and no gain or loss was recognized. The shares issued for these conversions were issued below par value.

During the six months March 31, 2024, the holder of the July 31, 2023 convertible note was issued 103,170,448 shares of common stock upon conversion of all $47,250 of principal and $2,835 of accrued interest. The conversion was in accordance with the terms of the agreement and no gain or loss was recognized. The shares issued for these conversions were issued below par value.

Advances

As of ~~December~~March 31, ~~2023~~2024 and September 30, 2023, the Company had non-interest bearing advances payable to third parties of $62,150 and $59,650., respectively. These advances are payable on demand.

Note 4. Related Party Transactions

As of ~~December~~March 31, ~~2023~~2024 and September 30, 2023, the Company owed $~~504~~585,~~715~~897 and $454,665 to officers of the Company for compensation which are recorded as accounts payable related party. Additionally, during the three months ended December 31, 2023 and 2022 the Company received short term, unsecured, non-interest bearing advances from the Company’s CEO totaling $300 and $500, respectively. As of December 31, 2023 and September 30, 2023, the Company owed $6,595 and $6,295 on these related party advances, respectively.

InDuring ~~February 2022,~~ the ~~Company~~six ~~entered~~months ~~into~~ended anMarch ~~amended and~~31, ~~restatement~~2024 ~~employment agreement with Jim Katzaroff~~and 2023, the Company’s CEO. ~~Mr.~~paid ~~Katzaroff~~expenses ~~is entitled to an annual salary~~ of $~~180~~9,000 and a$0 ~~bonus as~~and ~~determined~~was byrepaid ~~the~~$9,000 ~~Board~~and of$0, ~~Directors~~respectively. ~~Mr.~~Additionally, ~~Katzaroff~~during ~~may elect to receive payment in shares of stock based on~~ the six ~~average~~months ofended ~~the~~March ~~three lowest~~31, ~~trading~~2024 ~~prices~~and ~~for~~2023, the 15Company ~~days~~received ~~prior~~short toterm, ~~election~~unsecured, ofnon-interest ~~payment~~bearing inadvances ~~stock.~~from ~~Further, in~~ the Company’s ~~event~~CEO ofand aCFO ~~change~~totaling of$1,684 and ~~control of the Company~~$700, Mrrespectively. ~~Katzaroff~~As isof ~~entitled~~March to31, a2024 ~~payment~~and ~~equal~~September to30, ~~2.99~~2023, ~~multiplied by~~ the ~~larger~~Company ofowed ~~the~~$7,979 and ~~total~~$6,295 ~~compensation~~on ~~paid to Mr. Katzaroff over the~~these ~~prior~~related ~~12-month~~party ~~period~~advances, ~~or the average compensation paid or payable to the Consultant over the prior three years~~respectively.

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~~The~~In ~~Company~~February ~~awarded~~2022, ~~Mr.~~the ~~Katzaroff~~Company aentered ~~total~~into ofan ~~35,000,000~~amended ~~common~~and ~~stock~~restatement ~~options~~employment agreement with anJim ~~exercise~~Katzaroff, ~~price~~the ofCEO. $0Mr.~~009~~ ~~per~~Katzaroff ~~share,~~is entitled to an ~~exercise~~annual ~~term~~salary of ~~five years. The options vest 50% immediately~~$180,000 and ~~the~~ ~~remainder~~a onbonus as ~~monthly~~determined ~~basis~~by ~~over~~the ~~two~~Board ~~years~~of Directors. Mr. Katzaroff ismay ~~also~~elect ~~entitled~~ to ~~additional~~receive ~~options~~payment in ~~the~~shares ~~event~~ of ~~the~~stock ~~Company~~based ~~issuing equity~~on orthe ~~equity~~average ~~equivalents~~of in the ~~future,~~three lowest ~~with~~trading ~~him~~prices ~~receiving~~for anthe ~~amount~~15 ofdays ~~options~~prior ~~equal~~ to 3%election of ~~future~~payment ~~options~~in orstock. ~~warrants issued~~Further, ~~excluding~~ ~~grants~~in tothe ~~officers.~~event ~~The~~of ~~exercise~~a ~~price~~change of ~~these~~control ~~additional options will be 110%~~ of the ~~price per equity equivalent issued after~~Company, ~~the agreement date~~Mr. ~~During~~Katzaroff ~~the~~is ~~three~~entitled ~~months~~to ~~ended December 31, 2023,~~ a ~~total~~payment ofequal ~~1,608,935 additional options were issued~~ to Mr2.99 ~~Katzaroff pursuant~~multiplied toby the ~~agreement~~larger ~~terms.~~of ~~The~~the total ~~fair~~compensation ~~value~~paid ofto ~~these option grants at issuance was $2,554~~Mr. ~~During~~Katzaroff ~~the~~over ~~three months ended December~~the ~~31,~~prior ~~2023~~12-month ~~and~~period ~~2022,~~or the ~~Company~~average ~~recognized~~compensation ~~$22,454~~paid ~~and~~or ~~$17,803~~payable ~~of stock-based compensation, related~~ to ~~outstanding~~the ~~stock~~Consultant ~~options~~over ~~under this agreement, respectively. At December 31, 2023,~~ the ~~Company~~prior ~~had~~three ~~$22,329 of unrecognized expense related to options~~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 amount of options equal to 3% of future options or warrants issued, excluding grants to officers. The exercise price of these additional options will be 110% of the price per equity equivalent issued after the agreement date. During the six months ended March 31, 2024, a total of 5,004,049 additional options were issued to Mr. Katzaroff pursuant to the agreement terms. The total fair value of these option grants at issuance was $5,838. During the six months ended March 31, 2024 and 2023, the Company recognized $36,396 and $54,067 of stock-based compensation, related to outstanding stock options under this agreement, respectively. At March 31, 2024, the Company had $11,671 of unrecognized expense related to options.

Additionally, Mr. Katzaroff will earn a fee related to any 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. Katzaroff of up to $20,000,000, and an additional 0.75% - 3.5% for amounts above that threshold. As of June 30, 2023, no amounts have been earned or paid.

Mr. Katzaroff 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 ~~December~~March 31, ~~2023~~2024, no amounts have been earned or paid.

On September 26, 2023, the Company entered into an agreement with SMI HealthCare LLC (“SMIHC”) to manage an initial clinical trial, regulatory filings, intellectual property rights filings, manufacturing, sales and distribution in India, Southeast Asia, Africa, and the Middle East, excluding Israel and Iraq, and for government and private aid organizations, for the Company's patented Multiple Sclerosis treatment. The agreement with SMIHC was approved by the parties’ respective boards of directors. Implementation of the first phase is subject to the Company arranging financing. The first phase includes formation of the Company and SMIHC subsidiaries in India, the clinical trial, regulatory and intellectual property rights filings in India, identifying manufacturers, and planning for the commercial launch in India and countries in the region that accept Drug Controller General of India (“DCGI”) approvals. Implementation of the second phase is expected to commence approximately nine months later, and is subject to receipt of DCGI marketing approval and the Company arranging financing. The second phase may continue for the duration of patent validity, and consists initially of sales, marketing and distribution in India and thereafter, countries in SMIHC’s territory that will permit sales and distribution based upon DCGI approval. After proof of market in those countries, the intention is to seek regulatory approvals elsewhere in SMIHC’s territory in order to expand the sales and distribution of the Company’s MS products. Pursuant to with SMIHC, the Company will receive a 5% royalty on any sales under the agreement by the company formed in India under this agreement, and 50% of any sublicense revenue from the India company formed under the agreement. The Company will pay the following (i) initial fees of between $15,000 - $22,500, and monthly fees of between $5,000 and $12,500 per month for Phase A (ii) monthly fees of $12,500, increase after six months to $17,500 per month, and to $25,000 per month after one year. The fee will increase by 5% per year thereafter for Phase B (iii) an initial management fee of $15,000 upon certain milestones and monthly management fee of $5,000 per month thereafter.

SMIHC is an affiliate of SMI Group LLC, a privately-held Los Angeles-based company. Kevin Spivak, a shareholder of the Company and consultant is the chairman of SMI Group though he did not advise the Company on this transaction and has waived fees payable to an SMI company for introducing SMIHC to the Company.

On September 19, 2023, the Company entered into a supplement to employment agreement with Jim Katzaroff, the CEO. For Mr. Katzaroff’s contribution to the SMIHC transaction, he will be paid the following (i) during the term of the agreement with SMIHC, a fee of 3% of any SMIHC generated revenue and (ii) not less than ¼ of the participation in Pro Forma Profits Before Tax to be payable to the Company at its senior executive pursuant to the SMIHC translation. Additionally, for Mr. Katzaroff’s contribution to the AIP transaction, he will be paid the following (i) if the Company invests in AIP, or merges with AIP, Mr. Katzaroff will receive a fee ranging from 1.5% - 4% during on the aggregate consideration of the AIP transaction and (ii) if AIP generated any revenue for the Company by reason of introductions, sales agency, distribution or other similar activities, he will receive a 3% fee for the term of the AIP transaction.

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Note 5. 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 ~~December~~March 31, ~~2023~~2024 and September 30, 2023, there were no shares of our Series A Preferred Stock outstanding, respectively.

Series B Preferred Stock – Our board of directors has designated up to 1,000,000 shares of Series B Preferred Stock. The Series B Preferred Stock has a liquidation value of $1.00 per share. The holders of the Series B Preferred Stock are entitled to dividends of 8% per year payable quarterly in cash or in shares of common stock at the option of the Company. The holders of the Series B Preferred Stock have no voting rights. The Series B Preferred Stock is redeemable at the option of the Company at a price of $1.00 per share. At ~~December~~March 31, ~~2023~~2024 and September 30, 2023, there were no shares of our Series B Preferred Stock outstanding.

Series C Preferred Stock – On September 12, 2017, our board of directors designated up to 1,200,000 shares of Series C Preferred Stock with a liquidation value of $0.50 per share. The holders of the Series C Preferred Stock have no voting rights. The Series C Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of one share of common stock for each share of Series C Preferred Stock. The Series C Preferred Stock is redeemable at the option of the Company at a price of $0.50 per share. The Series C Preferred Stock has been canceled, and there are no shares of Series C Preferred Stock outstanding as of ~~December~~March 31, ~~2023~~2024 and September 30, 2023.

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. In July 2023, the Company issued 50,998,800 shares to the holder of the Series D Preferred Stock for Full conversion of 509,988 shares outstanding. At ~~December~~March 31, ~~2023~~2024 and September 30, 2023, there were no shares of Series D Preferred Stock outstanding.

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

At ~~December~~March 31, ~~2023~~2024 and September 30, 2023, 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 ~~December~~March 31, ~~2023~~2024 and September 30, 2023, 128,991 shares of the Series F Preferred Stock were issued and outstanding.

Common Stock

The Company is authorized to issue an unlimited number of shares of common stock, with a par value of $0.001.

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Stock payable

On March 7, 2024, the Company entered into a consulting agreement with Valerian Capital, LLC to provide management consulting services through September 8, 2024. Pursuant to the agreement, the Company shall issue Valerian Capital, LLC 50,000,000 shares of the Company’s common stock for a payment of $5,000. In March 2024, the Company received $5,000 of cash for the 50,000,000 shares of common stock. As of March 31, 2024, the common shares were not issued and were recorded in stock payable.

On March 8, 2024, the Company entered into a consulting agreement with Educational Group, LLC to provide business development and strategic consulting services through March 8, 2025. Pursuant to the agreement, the Company shall issue Educational Group, LLC 50,000,000 shares of the Company’s common stock for a payment of $5,000. In March 2024, the Company received $5,000 of cash for the 50,000,000 shares of common stock. As of March 31, 2024, the common shares were not issued and were recorded in stock payable.

The Company recognized prepaid expense of $169,000 related to the difference between the fair value of the shares to be issued and the cash paid by the consultant. The prepaid expense will be amortized to stock-based compensation expense over the term of the agreements.

Common Stock Warrants

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 for a period of five years unless mutually terminated sooner. The Consultant is also entitled to additional warrants in the event of the Company issuing equity or equity equivalents in the future, with him receiving ana number of warrants equal to 3% of future warrants issued, excluding grants to officers. During the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, a total of 1,608,935 additional warrants were ~~issued~~granted to the Consultant pursuant to the agreement terms. The exercise price of these additional warrants will be 110% of the price per equity equivalent. The total fair value of these option grants at issuance was $25,~~554~~ 838 using the follow range of assumptions in a Black-Scholes option price model volatility of ~~208~~204.7984 % - 213.91% ; 2) risk free rate of 43.0091% - 4.80%; 3) dividend yield of 0% and 4) expected term of 5.0 years. During the ~~three~~six months ended ~~December~~ March 31, ~~2023~~2024 the Company recognized $2,554, related to this agreement, respectively. At March 31, 2024, the Company had $14,964 of unrecognized expense related to warrants.

The following table summarizes the stock warrant activity for the ~~three~~six ended ~~December~~March 31, ~~2023~~2024:

	Warrants			Weighted-Average Exercise Price Per Share		Weighted-Average Term (Years)
Outstanding, September 30, 2023		191,869,523		$	0.004	1.60
Granted		15,~~608~~004,~~935~~049			0.~~002~~001	4.78
Exercised		(2333,333,333	)		0.001	—
Forfeited		—			—	—
Expired		(1,428,571	)		0.01	—
Outstanding and exercisable, December 31, 2023		168,716,554		$	0.005
Outstanding and exercisable, March 31, 2024		162,111,668		$	0.01	1.23

The common shares issued under the warrant exercises above were issued below par value. As of ~~December~~March 31, ~~2023~~2024, the outstanding warrants had an expected remaining life of 1.3223 years and have an intrinsic value of $1110,~~400~~059.

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. During the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, the Company estimated the fair value of the options to be $25,~~554~~838, using the following assumptions range: 1) volatility of ~~208~~204.7984 % - 213.91% ; 2) risk free rate of 43.0091% - 4.80%; 3) dividend yield of 0% and 4) expected term of 5.0 years. The Company recognized $2236,~~454~~395 of expense related to the fair value of options vesting during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024. The Company expects to recognize an additional $4211,~~229~~671 of expense related to these options assuming all vest.

~~The~~- ~~following~~14 ~~table summarizes the stock option activity for the three months ended December 31, 2023:~~-

	Options		Weighted-Average Exercise Price Per Share
Outstanding, September 30, 2023		136,632,356	$	0.01
Granted		1,608,935		0.002
Exercised		—		—
Forfeited		—		—
Expired		—		—
Outstanding, December 31, 2023		138,241,291	$	0.01
Exercisable, December 31, 2023		133,568,368	$	.01

The weighted average grant date fair value of the common stock options granted during the period was $0.0016 per share. As of December 31, 2023, the aggregate intrinsic value of options vested and outstanding were $0. As of December 31, 2023, the outstanding options had a weighted average remaining term of 2.71 years.

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The following table summarizes the stock option activity for the six months ended March 31, 2024:

	Options		Weighted-Average Exercise Price Per Share
Outstanding, September 30, 2023		136,632,356	$	0.01
Granted		5,004,049		0.001
Exercised		—		—
Forfeited		—		—
Expired		—		—
Outstanding, March 31, 2024		141,636,405	$	0.01
Exercisable, March 31, 2024		137,177,100	$	0.01

The weighted average grant date fair value of the common stock options granted during the period was $0.0013 per share. As of March 31, 2024, the aggregate intrinsic value of options vested and outstanding were $0. As of March 31, 2024, the outstanding options had a weighted average remaining term of 2.52 years.

Note 7. 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 for a period of five years unless mutually terminated sooner. Concurrently, Kenin Spivak, who controls Spivak Management, Inc., 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. The consultant will receive a fee of between 1% and 7% of any consideration from a strategic transaction the Company enters into, defined as any acquisition, divestiture, partnership, licensing arrangement or joint venture (“Strategic Transaction Fee”). Financing transactions are not considered strategic transactions for purposes of this agreement. The consultant will also be entitled to 5% of revenue from any business activity that the Company undertakes that is introduced by the Consultant.

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.

In July 2022, the consultant agreement and the stock purchase agreement were amended to reduce the subscription amount to $17,500. In August 2022, $17,500 was placed in escrow by Mr. Spivak for the Company’s Benefit, and the Company paid $17,500 to the Consultant from the escrow account. The 6,000,000 shares owed to Mr. Spivak were not issued by June 30, 2023, and were issued in August 2023.

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. On September 19, 2023, the Company entered into a second supplement to consulting agreement. Pursuant to the agreement, in In lieu of Base Fees accrued through September 2023 and interest on late payment thereof, the Company shall pay to the Consultant, the sum of $300,000 in installments on and from the first to occur of either a financing or cumulative revenue of at least $1,000,000, the Company shall 15% of the financing or revenue to the Consultant, or if the Company pays its CEO compensation, the Company shall pay an equal amount to the Consultant. until the full $300,000 is paid in full. If the Company receives financing or cumulative revenue of at least $2,000,000, the Company shall pay 15% of that amount to the consultant, or if the Company pays compensation to its CEO of at least $150,000, the Company shall pay consultant an amount equal to 60% of such compensation. If a financing of at least $5,000,000 is received by the Company, the full $300,000 will be due and payable. The Company will continue to pay the Consultant a fee of $12,500 per month. The Company reclassified $250,000 of fee accrued in accounts payable owed to the Consultant and interest expense of $50,000 to a note payable. As of ~~December~~March 31, ~~2023~~2024 and September 30, 2023, the Company owed the consultant $~~375~~412,000 and $337,500, which included accounts payable and accrued liabilities of $75112,000 and $37,500 and notes payable of $300,000, respectively. In the event the Company invests in, mergers with or acquires AIP (as disclosed in Note 8), the Company will owe a Strategic Transaction Fee to the Consultant for that transaction. The Consultant is also entitled to 3.5% of any revenues generated by the Company from the AIP relationship.

On- ~~August~~15 10, 2023, the Company entered into a consulting agreement with Valerian Capital, LLC ( “Valerian”). Under the agreement, Valerian will provide management consulting, business advisory, shareholder information and public relations to the Company for a period of six months unless mutually terminated sooner. Upon execution of the agreement, Valerian will purchase 33,333,333 shares of the Company’s stock for a total purchase price of $25,000 and have the option to purchase an additional 33,333,333 shares for $25,000 during the first 45 days of the agreement. Lastly, Valerian will have the right to purchase 66,000,000 warrants with an exercise price of $0.00075 for up to one year following the agreement. On October 30, 2023, the Company agreed to extend the exercise period of the 33,333,333 warrants to 150 days from the agreement date. As a result of this amendment to the warrant, the Company recognized a deemed dividend of $32,341 for the estimated incremental fair value of the warrants under the new terms. During the three months ended December 31, 2023, the Company received $17,500 in cash proceeds for the exercise of 23,333,333 warrants previously issued to Valerian. As of December 31, 2023, the Company received $42,500 and issued 46,666,666 shares of common stock to Valerian.-

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On August 10, 2023, the Company entered into a consulting agreement with Valerian Capital, LLC ( “Valerian”). Under the agreement, Valerian will provide management consulting, business advisory, shareholder information and public relations to the Company for a period of six months unless mutually terminated sooner. Upon execution of the agreement, Valerian will purchase 33,333,333 shares of the Company’s stock for a total purchase price of $25,000 and have the option to purchase an additional 33,333,333 shares for $25,000 during the first 45 days of the agreement. Lastly, Valerian will have the right to purchase 66,000,000 warrants with an exercise price of $0.00075 for up to one year following the agreement. On October 30, 2023, the Company agreed to extend the exercise period of the 33,333,333 warrants to 150 days from the agreement date. As a result of this amendment to the warrant, the Company recognized a deemed dividend of $32,341 for the estimated incremental fair value of the warrants under the new terms. During the six months ended March 31, 2024, the Company received $25,000 in cash proceeds for the exercise of 33,333,333 warrants previously issued to Valerian. As of March 31, 2024, the Company received $50,000 and issued 56,666,666 shares of common stock to Valerian.

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 8. 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 owed $3040,000 of royalties and late fees under this agreement as of ~~December~~March 31, ~~2023~~2024 and $20,000 as of September 30, 2023.

On November 2, 2023, the Company entered into a consulting agreement with Advanced Innovate Partners (“AIP”) under which AIP will provide advice to GlobeStar and SMIHC on the global design, strategy and execution of clinical trials. Pursuant to the agreement, the Company will pay the following (i) AIP $5,000 per month during Phase A period, if the Company receives regulatory approval to manufacture, sell and distribute products in India or the United States within 60 days of the agreement (ii) AIP $6,000 per month during Phase B period (iii) AIP a sales commission of between 10% and 15% related to any customers, distributors or sales agents introduced to the Company by AIP and (iv) a commission of 4% of any proceeds from equity investments to the Company introduced by AIP, or 2% of any loan proceeds from lenders introduced by AIP. In

~~Note~~- 9.16 ~~Subsequent Events~~-

Subsequent to December 31, 2023, the holder of the July 31, 2023 convertible note was issued 103,170,448 shares of common stock upon conversion of all $47,250 of principal and $2,835 of accrued interest.

On February 8, 2024, the Company received $7,500 in cash proceeds for the exercise of 10,000,000 warrants issued to Valerian Capital, LLC, related to August 10, 2023 consulting agreement.

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Note 9. Subsequent Events

On June 6, 2024, the Company entered into a convertible promissory note with Educational Group, LLC (“Educational Group”). Pursuant to the terms of the agreement, the Company issued a convertible promissory note (the “June 2024 Note”) to Educational Group in the aggregate principal amount of $27,500. The June 2024 Note bears interest at 10%, with an Original Issue Discount of $2,500 and matures on June 6, 2025. Pursuant to the terms of the June 2024 Note, the outstanding principal and accrued interest on the note shall be convertible from issuance into shares of the Company’s common stock at conversion price of $0.00017.

Subsequent to March 31, 2024, the holder of the November 1, 2023 convertible note was issued 78,184,594 shares of common stock upon conversion of all $31,500 of principal and $1,885 of accrued interest.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We changed our name to GlobeStar Therapeutics Corporation on April 27, 2021 to better reflect our expanded platform of products that include addition of treatment for Multiple Sclerosis and other neurodegenerative diseases.

GlobeStar Therapeutics Corporation, based in Richland Washington, is a clinical stage Pharmaceutical Company introducing a patented formulation of previously approved drugs for the treatment of Multiple Sclerosis. GlobeStar Therapeutics owns the exclusive global license from the inventors, who are based in Italy. GlobeStar Therapeutics is initiating discussions with the FDA on clinical trial design in preparation for FDA submission and approval pathway.

Prior to the Company’s current business plan, the Company was a wellness company dedicated to bringing innovative, effective and high-quality supplement products to the medical, wellness and adult-use markets through our marketing subsidiary, SomaCeuticals^TM.

Professional Team

We have adopted a Medical Advisory Board and appointed medical doctors and medical professionals that have extensive education and hands on experience with pharmaceutical and nutraceutical solution for prevention and treatment of disease.

Management’s Plan to Attract Capital

In the near term, management will utilize equity and debt financing to complete assembling the professional and management team to commence the process for clinical trials in compliance with FDA protocol. plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.

In the midterm, management will enhance its capital position with a public offering of equity securities to finance clinical trials and the necessary actions to obtain approval of worldwide marketing of our MS treatment.

In the long term, marketing the Company’s pharmaceutical and nutraceutical products will provide the necessary cash flow to support future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of capital to support near term and midterm business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to support its operations.

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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.

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Critical Accounting Policies

We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the consolidated financial statements are prepared. We regularly review our accounting policies, and how they are applied and disclosed in our consolidated financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

Results of Operations

Three Months Ended ~~December~~March 31, ~~2023~~2024 Compared to the Three Months Ended ~~December~~March 31, ~~2022~~2023

Revenue. We had no revenue for the three months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023.

Cost of goods sold. We had no cost of goods sold for the three months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023.

General and administrative expense. We recognized general and administrative expense of $~~155~~167,~~871~~583 for the three months ended ~~December~~March 31, ~~2023~~2024 compared to $~~155~~142,~~241~~059 for the comparable period of ~~2022~~2023. The $25,524 increase is primarily associated with increases in professional fees.

Interest expense. We recognized interest expense of $7,~~888~~379 for the three months ended ~~December~~March 31, ~~2023~~2024 compared to $108,~~668~~178 for the comparable period of 2023. ~~2022~~The $799 decrease was related to the conversion of convertible notes payable and accrued interest.

Net loss. For the reasons above, we recognized a net loss of $~~163~~174,~~759~~962 for the three months ended ~~December~~March 31, ~~2023~~2024 compared to $~~165~~150,~~909~~237 for the three ~~months~~ months ended ~~December~~March 31, ~~2022~~2023.

Six Months Ended March 31, 2024 Compared to the Six Months Ended March 31, 2023

Revenue. We had no revenue for the six months ended March 31, 2024 and 2023.

Cost of goods sold. We had no cost of goods sold for the six months ended March 31, 2024 and 2023.

General and administrative expense. We recognized general and administrative expense of $323,454 for the six months ended March 31, 2024 compared to $297,300 for the comparable period of 2023. The $26,154 increase is primarily associated with increases in professional fees.

Interest expense. We recognized interest expense of $15,267 for the six months ended March 31, 2024 compared to $18,846 for the comparable period of 2023. The $3,579 decrease was related to the conversion of convertible notes payable and accrued interest.

Net loss. For the reasons above, we recognized a net loss of $338,721 for the six months ended March 31, 2024 compared to $316,146 for the three months ended March 31, 2023.

Liquidity and Capital Resources

At ~~December~~March 31, ~~2023~~2024, we had cash on hand of $0. The Company has negative working capital of $1,~~532~~468,~~533~~649. Net cash used in operating activities for the ~~three~~six months ended ~~December~~March 31, ~~2023 was~~2024 was $4254,~~800~~184. Cash on hand is not adequate to fund our operations for less than twelve months. We do not expect to achieve positive cash ~~flow~~ flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no ~~guarantee~~ guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We We have no material commitments for capital expenditures as of ~~December~~March 31, ~~2023~~2024.

~~During the three months ended December 31, 2023, the net loss of $163,759 was offset by the following non~~-~~cash~~ ~~operating~~18 expenses: stock compensation of $2,554, stock compensation, related parties of $22,454, amortization of discount of $5,262 resulting in cash flows used in operating activities of $42,800. The Company had cash flows from financing activities of $42,800, primarily due to $25,000 in proceeds from convertible note payable, $17,500 in proceeds from the exercise of warrants and $300 of related party advances.-

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During the six months ended March 31, 2024, the net loss of $338,721 was offset by the following non-cash operating expenses: stock compensation of $23,846, stock compensation, related parties of $24,715, amortization of discount of $12,248 resulting in cash flows used in operating activities of $55,184. The Company had cash flows from financing activities of $55,184, primarily due to $25,000 in proceeds from convertible note payable, $35,000 in proceeds from common stock subscription and exercise of warrants, $2,500 proceeds from advances and $1,684 of related party advances, which were offset by $9,000 for the repayment of related party advances.

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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Internal Control over Financial Reporting

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~December~~March 31, ~~2023~~2024. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of ~~December~~March 31, ~~2023~~2024, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

As of ~~December~~March 31, ~~2023~~2024, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

As of ~~December~~March 31, ~~2023~~2024, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Our management, including our principal executive officer and principal financial officer do 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.

Change in Internal Controls Over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no 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 1A. RISK FACTORS

Not applicable to a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Set forth below is information regarding the securities sold during the quarter ended ~~December~~March 31, ~~2023~~2024 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
October 30, 2023	Common Stock	13,333,333	Exercise of warrants	Section 3(a)(9) of the Securities Act	$0.00075
December 4, 2023	Common Stock	18,987,342	Conversion of note payable	Section 3(a)(9) of the Securities Act	$0.00079
December 8, 2023	Common Stock	11,310,448	Conversion of note payable	Section 3(a)(9) of the Securities Act	$0.00067
December 13, 2023	Common Stock	10,000,000	Exercise of warrants	Section 3(a)(9) of the Securities Act	—
January 22, 2024	Common Stock	27,272,727	Conversion of note payable	Section 3(a)(9) of the Securities Act	$0.00055
January 29, 2024	Common Stock	40,816,326	Conversion of note payable	Section 3(a)(9) of the Securities Act	$0.00049
January 31, 2024	Common Stock	35,081,395	Conversion of note payable	Section 3(a)(9) of the Securities Act	$0.00043
February 8, 2024	Common Stock	10,000,000	Exercise of warrants	Section 3(a)(9) of the Securities Act	$0.00075

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has not defaulted upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURES

This item is not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

3.1	Articles of Incorporation (1)
3.2	Bylaws (2)
14.1	Code of Ethics (3)
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
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 Quarterly Report on Form 10-Q 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: March 11, 2024	By: /s/ James C. Katzaroff
Date: June 28, 2024	By: /s/ James C. Katzaroff
	James C. Katzaroff
	Chief Executive Officer, President, Secretary, Principal Executive Officer and Director
Date: March 11, 2024	By: /s/ Robert Chicoski
Date: June 28, 2024	By: /s/ Robert Chicoski
	Robert Chicoski
	Chief Financial Officer, Treasurer, Secretary, Principal Financial and Accounting Officer

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