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 ~~June~~December 3031, 2023

☐ 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 ~~August~~March 1411, ~~2023~~2024, ~~934~~1,~~888~~162,~~558~~921,101 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements	4
Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and September 30, 2022	4
Consolidated Balance Sheets as of December 31, 2023 (Unaudited) and September 30, 2023	4
Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2023 and 2022 (Unaudited)	5
Consolidated Statements of Operations for the Three Months Ended December 31, 2023 and 2022 (Unaudited)	5
Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended June 30, 2023 and 2022 (Unaudited)	6-7
Consolidated Statements of Stockholders' Deficit for the Three Months Ended December 31, 2023 and 2022 (Unaudited)	6
Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2023 and 2022 (Unaudited)	8
Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2023 and 2022 (Unaudited)	7
Notes to the Unaudited Consolidated Financial Statements	98
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures about Market Risk	18
Item 4. Controls and Procedures	18
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults upon Senior Securities	19
Item 4. Mine Safety Disclosures	19
Item 5. Other Information	19
Item 6. Exhibits	20
SIGNATURES	21

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Table of Contents

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, ~~2022~~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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Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
	December 31,			September 30,
	2023			~~2022~~2023
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	—		$	~~6,365~~—
Prepaid expenses		—			~~3,550~~—
Total current assets		—			~~9,915~~—
TOTAL ASSETS	$	—		$	~~9,915~~—
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	~~488~~366,~~098~~190		$	~~380~~328,~~735~~178
Accounts payable to related party		~~443~~504,~~165~~715			~~379~~454,~~126~~665
Related party advances		56,~~600~~595			126,~~400~~295
Advances payable		59,650			59,650
Current portion of convertible notes payable, net of discount of $5,422 and $0, respectively		15,878			20,000
Note payable		300,000			300,000
Series G Preferred Stock Liability, net of discount of $9,083 and $12,581, respectively		40,693			126,294
Current portion of convertible notes payable, net of discount of $0, respectively		68,672			59,710
Accrued interest payable		~~224~~226,~~049~~711			~~226~~225,~~270~~363
Total current liabilities		1,~~277~~532,~~133~~533			1,~~204~~433,~~475~~861
TOTAL LIABILITIES		1,~~277~~532,~~133~~533			1,~~204~~433,~~475~~861
COMMITMENTS AND CONTINGENCIES		—			—
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value; 872,269,343 and 722,326,669 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively		872,268			722,325
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
Preferred stock; 20,000,000 shares authorized:		—			—
Series A Preferred Stock, $0.001 par value, 0 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively		—			—
Series A 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; 509,988 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively		510			510
Series D Preferred Stock, $0.001 par value; $0 shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively		—			—
Series E Preferred Stock, $0.001 par value; 1,000,000 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively		1,000			1,000
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 F Preferred Stock; $0.001 par value; 128,991 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively		129			129
Series F Preferred Stock; $0.001 par value; 128,991 shares issued and outstanding at December 31, 2023 and September 30, 2023		129			129
Additional paid-in capital		1718,~~919~~066,~~911~~713			1618,~~581~~022,~~252~~916
Stock payable, consisting of 9,620,415 and 1,515,152 shares to be issued at June 30, 2023 and September 30, 2022, respectively		32,500			5,000
Accumulated deficit		(20,650,125	)		(20,454,025	)
Accumulated deficit		(20,103,451	)		(18,504,776	)
TOTAL STOCKHOLDERS' DEFICIT		(1,532,533	)		(1,433,861	)
TOTAL STOCKHOLDERS' DEFICIT		(1,277,133	)		(1,194,560	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	—		$	—
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	—		$	9,915

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~~Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	June 30,						June 30,
	December 31,
	2023			2022			~~2023~~			~~2022~~
REVENUE	$	—		$	—		$	—		$	—
OPERATING EXPENSES
Cost of goods sold		—			—			—			—
General and administrative expenses	$	155,871		$	155,241
Gross profit (loss)		—			—			—			—
Total operating expenses		155,871			155,241
OPERATING EXPENSES
LOSS FROM OPERATIONS		(155,871	)		(155,241	)
General and administrative expenses		1,279,283			136,618			1,576,583			965,222
OTHER INCOME (EXPENSE)
Total operating expenses		1,279,283			136,618			1,576,583			965,222
Interest expense		(7,888	)		(10,668	)
LOSS FROM OPERATIONS		(1,279,283	)		(136,618	)		(1,576,583	)		(965,222	)
Total other expense		(7,888	)		(10,668	)
OTHER INCOME (EXPENSE)
Net loss before taxes		(163,759	)		(165,909	)
Gain (loss) on settlement of liabilities, related party		6,724			—			6,724			(146,460	)
Income tax expense		—			—
Loss on conversion of preferred stock liability		—			(10,821	)		—			(10,821	)
Net loss		(163,759	)		(165,909	)
Interest expense		(9,970	)		(10,664	)		(28,816	)		(56,999	)
Deemed dividend		(32,341	)		—
Total other expense		(3,246	)		(21,485	)		(22,092	)		(214,280	)
Net loss attributable to common stockholders	$	(196,100	)	$	(165,909	)
Net Loss	$	(1,282,529	)	$	(158,103	)	$	(1,598,675	)	$	(1,179,502	)
Net loss per share available to common shareholders	$	(0.00	)	$	(0.00	)
Net loss per share available to common shareholders	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding – basic and diluted		1,004,027,756			755,602,522
Weighted average shares outstanding - basic and diluted		843,524,583			637,492,475			790,556,670			603,807,518

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)

				Series D			Series E			Series F					Additional									Total
															Original
	Common Stock			Preferred Stock			Preferred Stock			Preferred Stock					Paid-in			Stock			Accumulated			Equity
				Series D			Series E			Series F					Additional
	Shares	Par		Shares	Amount		Shares	Amount		Shares		Amount			Capital			Payable			Deficit			(Deficit)
	Common Stock			Preferred Stock			Preferred Stock			Preferred Stock					Paid-in			Stock			Accumulated			Total
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	)
	Shares	Par		Shares	Amount		Shares	Amount		Shares		Amount			Capital			Payable			Deficit			Deficit
Conversion of Series F Preferred Stock to common	12,899,100		12,899	—		—	—		—	(128,991	)		(129	)		(12,770	)		—			—			—
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 issued for stock payable	19,980,000		19,980	—		—	—		—	—			—			479,520			(499,500	)		—			—
Common stock subscribed for cash proceeds	—		—	—		—	—		—	—			—			—			5,000			—			5,000
Common stock issued for settlement of liability	6,000,000		6,000	—		—	—		—	—			—			155,460			—			—			161,460
Conversion of Series G Preferred Stock to common	48,033,947		48,034	—		—	—		—	—			—			52,066			—			—			100,100
Net loss for the three months ended December 31, 2021	—		—	—		—	—		—	—			—			—			—			(332,841	)		(332,841	)
Stock-based compensation, related parties	—		—	—		—	—		—	—			—			17,803			—			—			17,803
Balance, December 31, 2021	600,374,826	$	600,373	509,988	$	510	1,000,000	$	1,000	257,984		$	258		$	15,850,464		$	—		$	(17,349,807	)	$	(897,202	)
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	)
Conversion of Series G Preferred Stock to common	5,416,667		5,417	—		—	—		—	—			—			20,583			—			—			26,000
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	)
Stock-based compensation	—		—	—		—	—		—	—			—			322,266			—			—			322,266
Exercise of warrants	23,333,333		23,333	—		—	—		—	—			—			(5,833	)		—			—			17,500
Stock-based compensation, related parties	—		—	—		—	—		—	—			—			154,095			—			—			154,095
Common stock issued for conversion of notes payable and accrued interest	30,297,790		30,298	—		—	—		—	—			—			(7,719)			—			—			22,579
Net loss for the three months ended March 31, 2022	—		—	—		—	—		—	—			—			—			—			(688,558	)		(688,558	)
Stock-based compensation	—		—	—		—	—		—	—			—			2,554			—			—			2,554
Balance, March 31, 2022	605,791,493	$	605,790	509,988	$	510	1,000,000	$	1,000	257,984		$	258		$	16,347,408		$	—		$	(18,038,365	)	$	(1,083,399	)
Stock-based compensation, related parties	—		—	—		—	—		—	—			—			22,454			—			—			22,454
Conversion of Series G Preferred Stock to common	78,575,812		78,576	—		—	—		—	—			—			182,235			—			—			260,811
Deemed dividend	—		—	—		—	—		—	—			—			32,341			—			(32,341	)		—
Stock-based compensation, related parties	—		—	—		—	—		—	—			—			14,245			—			—			14,245
Net loss for the three months ended December 31, 2023	—		—	—		—	—		—	—			—			—			—			(163,759	)		(163,759	)
Net loss for the three months ended June 30, 2022	—		—	—		—	—		—	—			—			—			—			(158,103	)		(158,103	)
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	)
Balance, June 30, 2022	684,367,305	$	684,366	509,988	$	510	1,000,000	$	1,000	257,984		$	258		$	16,543,888		$	—		$	(18,196,468	)	$	(966,446	)

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

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GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’~~CASH ~~DEFICIT~~FLOWS

(UNAUDITED)

						Series D			Series E			Series F			Additional								Total
	Three Months Ended
	Common Stock					Preferred Stock			Preferred Stock			Preferred Stock			Paid-in		Stock			Accumulated			Equity
	December 31,
	Shares		Par			Shares	Amount		Shares	Amount		Shares	Amount		Capital		Payable			Deficit			(Deficit)
	2023			2022
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	)
CASH FLOW FROM OPERATING ACTIVITIES:
Common stock subscribed for cash proceeds	—			—		—		—	—		—	—		—		—		5,000			—			5,000
Net loss	$	(163,759	)	$	(165,909	)
Conversion of Series G Preferred Stock to common	48,033,947			48,034		—		—	—		—	—		—		52,066		—			—			100,100
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation, related parties	—			—		—		—	—		—	—		—		17,803		—			—			17,803
Stock compensation		2,554			—
Net loss for the three months ended December 31, 2022	—			—		—		—	—		—	—		—		—		—			(165,909	)		(165,909	)
Stock compensation, related parties		22,454			17,803
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	)
Amortization of discount on convertible note payable		5,262			9,343
Common stock subscribed for cash proceeds	—			—		—		—	—		—	—		—		—		15,000			—			15,000
Changes in operating assets and liabilities
Conversion of Series G Preferred Stock to common	8,066,567			8,066		—		—	—		—	—		—		36,264		—			—			44,330
Prepaid expenses		—			1,050
Common stock issued for the conversion of debt	2,000,000			2,000		—		—	—		—	—		—		18,000		—			—			20,000
Accounts payable and accrued liabilities		38,012			36,266
Stock-based compensation, related parties	—			—		—		—	—		—	—		—		17,803		—			—			17,803
Accounts payable and accrued liabilities to related party		50,050			60,980
Net loss for the three months ended March 31, 2023	—			—		—		—	—		—	—		—		—		—			(150,237	)		(150,237	)
Accrued interest payable		2,627			1,325
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 CASH USED IN OPERATING ACTIVITIES		(42,800	)		(39,142	)
Common stock subscribed for cash proceeds	—			—		—		—	—		—	—		—		—		32,500			—			32,500
CASH FLOWS FROM FINANCING ACTIVITIES
Conversion of Series G Preferred Stock to common	16,714,815			16,715		—		—	—		—	—		—		27,615		—			—			44,330
Proceeds from sale of Series G Preferred Stock		—			35,000
Common stock issued for stock payable	10,443,723			10,444		—		—	—		—	—		—		14,556		(25,000	)		—			—
Proceeds from convertible note payable		25,000			—
Common stock issued for settlement of liability	14,683,622			14,684		—		—	—		—	—		—		78,694		—			—			93,378
Proceeds from related party advances		300			500
Stock-based compensation	50,000,000			50,000		—		—	—		—	—		—		361,761		—			—			411,761
Proceeds from common stock subscribed and exercise of warrants		17,500			5,000
Stock-based compensation, related parties	—			—		—		—	—		—	—		—		714,097		—			—			714,097
NET CASH PROVIDED BY FINANCING ACTIVITIES		42,800			40,500
Net loss for the three months ended June 30, 2023	—			—		—		—	—		—	—		—		—		—			(1,282,529	)		(1,282,529	)
NET INCREASE IN CASH		—			1,358
Balance, June 30, 2023	872,269,343		$	872,268		509,988	$	510	1,000,000	$	1,000	128,991	$	129	$	17,919,911	$	32,500		$	(20,103,451	)	$	(1,277,133	)
Cash at beginning of period		—			6,365
Cash at end of period	$	—		$	7,723
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—
Noncash investing and financing transactions:
Conversion of Series G preferred stock	$	—		$	96,250
Common stock issued for conversion of notes payable and accrued interest	$	22,579		$	—
Deemed dividend	$	32,341		$	—

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)

	Nine Months Ended
	June 30,
	2023			2022
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(1,598,675	)	$	(1,179,502	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation		411,761			322,266
Stock compensation, related parties		749,703			168,340
Amortization of discount on convertible note payable		23,777			44,046
(Gain) Loss on settlement of liabilities		(6,724	)		146,460
Loss on conversion of preferred stock liability		—			10,821
Changes in operating assets and liabilities
Prepaid expenses		3,550			—
Accounts payable and accrued liabilities		114,363			12,951
Accounts payable and accrued liabilities to related party		164,141			173,317
Accrued interest payable		5,039			12,953
NET CASH USED IN OPERATING ACTIVITIES		(133,065	)		(288,348	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible note payable, net		15,000			—
Proceeds from sale of Series G Preferred Stock		73,000			275,000
Proceeds from related party advances		3,700			23,900
Repayment of related party advances		(5,500	)		(16,500	)
Proceeds from common stock subscribed		40,500			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		126,700			282,400
NET CHANGE IN CASH		(6,365	)		(5,948	)
Cash at beginning of period		6,365			5,960
Cash at end of period	$	—		$	12
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—
Noncash investing and financing transactions:
Conversion of Series F preferred stock	$	—		$	12,889
Conversion of Series G preferred stock	$	181,500		$	265,375
Common stock issued for stock payable	$	25,000		$	499,500
Common stock issued for settlement of liabilities	$	—		$	15,000
Common stock issued for the conversion of debt	$	20,000		$	—
Expenses paid on the Company's behalf for subscription agreement	$	7,000		$	—

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

~~June~~December 3031, 2023

(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 76.

Note 2. Going Concern and Summary of Significant Accounting Policies

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the ~~nine~~three months ended ~~June~~December 3031, 2023, the Company had a net loss of $1163,~~598,675~~ 759 and cash flow used in operating activities of $~~133~~42,~~065~~800. As of ~~June~~December 3031, 2023, the Company had negative working capital of $1,~~277~~532,~~133~~533. ~~Management~~ Management does not anticipate having positive cash flow from operations in the near future. The Company has minimal revenue. Without ~~additional~~ additional capital, the Company will not be able to remain in business.

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

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

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

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

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, ~~2022~~2023 which are included on our Form 10-K filed on January 919, ~~2023~~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 nine~~ months ended ~~June~~December 3031, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, ~~2023~~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.

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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 ~~June~~December 3031, 2023 and September 30, ~~2022~~2023:

	June 30, 2023			September 30, 2022
	December 31, 2023				September 30, 2023
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
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 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
Unamortized Discount		(5,422	)		—
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 current convertible notes payable, net of discount	$	15,878		$	20,000
Total convertible notes payable		78,750				68,550
Unamortized discount		(10,078	)			(8,840	)
Total current convertible notes payable, net of discount	$	68,672			$	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 4.999% 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 $~~878~~1,584 during the ~~six~~three months ended ~~June~~December 3031, 2023. 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- of9 ~~June 30, 2023 and September 30, 2022, accrued interest on convertible notes payable was $222,287, respectively.~~-

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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 $2,324 during the three months ended December 31, 2023. 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 $1,354 during the three months ended December 31, 2023. 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 31, 2023 and September 30, 2023, accrued interest on convertible notes payable was $226,711 and $225,363, respectively.

Conversions to Common Stock

During the ~~nine~~three months ended ~~June~~December 3031, 2023, the ~~holders~~ holders of the ~~April~~May ~~2017~~2023 convertible note payable elected to convert principal of $2021,~~000~~300 and $1,278 of accrued interest into 230,~~000~~297,~~000~~ 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.

Advances

As of ~~June~~December 3031, 2023 and September 30, ~~2022~~2023, the Company had non-interest bearing advances payable to third parties of $59,650. These advances are payable on demand.

As of June 30, 2023 and September 30, 2022, the Company had non-interest bearing advances payable to third parties of $5,600 and $12,400, respectively. The Company received advances of $3,700 from officers of the Company, and repaid $5,500 during the six months ended June 30, 2023. These advances are payable on demand.

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Note 4. Related Party Transactions

As of ~~June~~December 3031, 2023 and September 30, ~~2022~~2023, the ~~Company~~ Company owed $~~443~~504,~~165~~715 and $~~379~~454,~~126~~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 $~~700~~300 and $500, respectively. As of ~~June~~December 31, 2023 and September 30, 2023, the Company owed $56,~~600~~595 and $6,295 on these related party advances, respectively.

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 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. The total fair value of these option grants at issuance was $284,840. During the nine months ended June 30, 2023 and 2022, the Company recognized $53,409 and $154,095 of stock-~~based~~ ~~compensation,~~10 ~~related to outstanding stock options under this agreement, respectively. At June 30, 2023, the Company had $44,506 of unrecognized expense related to options.~~-

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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 three months ended December 31, 2023, a total of 1,608,935 additional options were issued to Mr. Katzaroff pursuant to the agreement terms. The total fair value of these option grants at issuance was $2,554. During the three months ended December 31, 2023 and 2022, the Company recognized $22,454 and $17,803 of stock-based compensation, related to outstanding stock options under this agreement, respectively. At December 31, 2023, the Company had $22,329 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 ~~June~~December 3031, 2023, no amounts have been earned or paid.

On ~~April~~September 426, 2023, the Company ~~issued~~entered 7into an agreement with SMI HealthCare LLC (“SMIHC”) to manage an initial clinical trial,~~422~~ regulatory filings,~~535~~ ~~shares~~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 ~~James~~the ~~Katzaroff~~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 ~~settle~~commence ~~$50~~approximately nine months later,~~000~~ and is subject to receipt of ~~accrued~~DCGI ~~compensation~~marketing approval and the Company arranging financing. The ~~Company~~second ~~recognized~~phase amay ~~loss~~continue for the duration of $3patent validity,~~442~~ onand ~~this~~consists ~~issuance~~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 ~~fair~~agreement by the company formed in India ~~value~~under this agreement, and 50% of any sublicense revenue from the ~~shares~~India ~~issued~~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.

~~Note~~SMIHC 5is an affiliate of SMI Group LLC, a privately-held Los Angeles-based company. ~~Stockholders’~~Kevin ~~Deficit~~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.

~~The~~On September 19, 2023, the Company isentered ~~authorized~~into a supplement to ~~issue~~employment anagreement ~~unlimited~~with ~~number~~Jim Katzaroff, the CEO. For Mr. Katzaroff’s contribution to the SMIHC transaction, he will ofbe ~~common~~paid ~~shares~~the following (i) during the term of ~~stock~~the agreement with SMIHC, a ~~par~~fee ~~value~~of 3% of $0any 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.~~001~~ ~~per~~Additionally, ~~share~~for Mr. Katzaroff’s contribution to the AIP transaction, ~~and~~he will be paid the following ~~series~~(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 ~~preferred~~the AIP ~~stock:~~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.

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 June 30, 2023 and September 30, 2022, 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 June 30, 2023 and September 30, 2022, there were no shares of our Series B Preferred Stock outstanding.

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~~Series~~Note ~~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~~5.50 ~~per~~Stockholders’ 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 June 30, 2023 and September 30, 2022.deficit

~~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 June 30, 2023 and September 30, 2022, there were 509,988 shares of Series D Preferred Stock outstanding.

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 31, 2023 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 31, 2023 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 31, 2023 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 31, 2023 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 ~~June~~December 3031, 2023 and September 30, ~~2022~~2023, there ~~were~~ 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~~ paid out of funds at the time legally available for such purposes.

Series F Preferred Stock – On 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~~ 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~~December 3031, ~~2021,~~2023 ~~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 June 30,~~ 2023 ~~and September 30~~, ~~2022,~~ 128,991 shares of the Series F Preferred Stock were issued and outstanding.

Common ~~stock issued for stock payable~~Stock

InThe ~~September 2022, the~~ Company ~~received~~is ~~two~~authorized ~~subscriptions of $5,000 in cash for 1,515,152 shares of common stock and an equal number of warrants~~ to ~~purchase~~issue ~~common stock at~~ an ~~exercise~~unlimited ~~price of~~number ~~$0.01 for one year. In December 2022, the Company received $5,000~~ of ~~cash as a subscription for an additional 1,515,152~~ shares of common ~~stock~~ ~~and an equal number of warrants to purchase common~~ stock, atwith ~~an exercise price of $0.01 for one year. The warrants had~~ a ~~fair~~par value of ~~$4,067 based on a Black-Scholes pricing model using the following assumptions: 1) volatility~~ of ~~176.37%; 2) risk free rate of 4.74%; 3) dividend yield of~~ $0~~% and 4) expected term of 1 year~~. ~~In February 2023, the Company received $8,000 of cash and $7,000 of expenses paid on the Company’s behalf as a subscription for 7,500,000 shares of common stock~~001. ~~The common shares were issued in May 2023.~~

Common Stock Warrants

During the nine months ended June 30, 2023, the Company amended the exercise price of the common stock warrants issued to investors in its 2021 private placement to reduce the price from $0.03 per share to $0.01 per share. In accordance with ASC 718, the Company estimated the incremental value of the warrants based on terms immediately preceding the amendment, and immediately after the amendment, using the follow range of assumptions in a Black-Scholes option price model: 1) volatility of 203%; 2) expected term of approximately one year; 3) risk-free rate of 5.05%; 5) a common stock price at the date of grant of $0.086 and 6) a dividend yield of 0%. The Company recognized stock-based compensation expense of $51,761 related to the repricing.

The following table summarizes the stock warrant activity for the nine months ended June 30, 2023:

	Warrants		Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2022		71,385,152	$	0.02
Granted		5,048,986		0.01
Exercised		—		—
Forfeited		—		—
Expired		—		—
Outstanding, June 30, 2023		76,434,138	$	0.01

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AsCommon ofStock ~~June 30, 2023, the outstanding warrants had an expected remaining life of 2.13 years and have no aggregate intrinsic value.~~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 an number of warrants equal to 3% of future warrants issued, excluding grants to officers. During the three months ended December 31, 2023, a total of 1,608,935 additional warrants were issued 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 $2,554 using the follow range of assumptions in a Black-Scholes option price model volatility of 208.79 % - 213.91% ; 2) risk free rate of 4.00% - 4.80%; 3) dividend yield of 0% and 4) expected term of 5.0 years. During the three months ended December 31, 2023 the Company recognized $2,554, related to this agreement, respectively.

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

	Warrants			Weighted-Average Exercise Price Per Share
Outstanding, September 30, 2023		191,869,523		$	0.004
Granted		1,608,935			0.002
Exercised		(23,333,333	)		0.001
Forfeited		—			—
Expired		(1,428,571	)		0.01
Outstanding and exercisable, December 31, 2023		168,716,554		$	0.005

The common shares issued under the warrant exercises above were issued below par value. As of December 31, 2023, the outstanding warrants had an expected remaining life of 1.32 years and have an intrinsic value of $11,400.

Common Stock Options

~~The~~As ~~Company~~discussed ~~recognized~~in ~~$53~~Note 4,~~408~~ ofThe ~~expense~~Company ~~related~~awarded common tostock ~~the~~options ~~fair~~to ~~value~~Mr. ofKatzaroff ~~options~~in ~~vesting~~connection ~~during~~with ~~the~~his ~~nine~~amended ~~months~~and ~~ended~~restated ~~June~~employment ~~30, 2023~~agreement. ~~The~~During ~~Company~~the ~~also~~three ~~recognized~~months ~~$696,294~~ended ~~of expense related~~December to31, 2023, the Company estimated the fair value of ~~stock~~the options ~~awarded~~ to ~~officers~~be of$2,554, using the ~~Company.~~following ~~The~~assumptions ~~Company~~range: ~~awarded~~1) ~~50,000,000~~volatility ~~options~~of ~~with a $0~~208.~~01 exercise~~79 ~~price~~% to- ~~the~~213.91% ~~Company’s~~; ~~CFO~~2) ~~Robert~~risk ~~Chicoski~~free ~~that~~rate ~~expire~~of in4.00% ~~May~~- ~~2026,~~4.80%; ~~and~~3) ~~awarded~~dividend ~~20,000,000~~yield ~~options with an exercise price~~ of $0~~.01 each~~% ~~to Mr. Farley~~ and ~~Mr.~~4) ~~Penderghast~~expected ~~which~~term ~~expire~~of in5.0 ~~April 2026~~years. The ~~fair~~Company ~~value~~recognized ~~was~~$22,454 of ~~estimated~~expense ~~using~~related ato ~~Black-Scholes option pricing model and~~ the ~~following~~fair ~~assumptions:~~value ~~1) volatility~~ of ~~184%;~~options 2)vesting ~~expected~~during ~~term~~the ~~of approximately~~ three ~~years;~~months 3)ended ~~risk-free~~December ~~rate~~31, ~~of 4~~2023.~~52%;~~ 5)The ~~a common~~Company ~~stock~~expects ~~price~~to atrecognize an ~~the~~additional ~~date~~$42,229 of ~~grant~~expense ofrelated ~~$0.086~~to ~~and~~these 6)options aassuming ~~dividend~~all ~~yield of 0%~~vest. ~~The option wards vested immediately.~~

AtThe ~~June~~following ~~30,~~table ~~2023,~~summarizes the ~~Company~~stock ~~had~~option ~~$44,506~~activity for ofthe ~~unrecognized expenses~~three ~~related~~months toended ~~options.~~December 31, 2023:

The following table summarizes the stock option activity for the nine months ended June 30, 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

	Options			Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2022		105,000,000		$	0.02
Granted		90,000,000			0.01
Exercised		—			—
Forfeited		—			—
Expired		(70,000,000	)		0.03
Outstanding, June 30, 2023		125,000,000		$	0.01

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.

As of June 30, 2023, all outstanding options had an expected remaining life of 2.61 years and have no aggregate intrinsic value.

Common Stock issued for Services

On April 4, 2023, the Company issued 7,422,535 shares to James Katzaroff to settle $50,000 of accrued compensation. The Company recognized a loss of $3,442 on this issuance based on the fair value of the shares issued.

On April 25, 2023, the Company issued 7,261,087 shares of common stock to 7 to Stand to settle the outstanding royalty balance of $50,102 under the License Agreement. The Company recognized a gain of $10,166 on the issuance related to the fair value of the shares. See Note 7.

On April 6, 2023, the Company issued 50,000,000 shares to a consultant for services rendered to the Company. The shares had a fair value of $360,000.

Note 6. Series G Preferred Stock

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

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

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~~During~~Note the six months ended March 31, 2023, the Company sold an aggregate of 89,100 shares of Series G Preferred Stock for net cash proceeds of $73,000. The Company recorded a debt discount of $16,100 for the difference between the cash proceeds and the total amount to be redeemed by the holder of $89,100. The Company amortized $15,584 of discount related to Series G Preferred Stock for the nine months ended June 30, 2023. The dividends on the Series G Preferred Stock are accrued as interest. The Company recognized $5,039 of interest on the Series G Preferred Stock and had an accrued interest balance of $1,762 and $3,983 as of June 30, 2023 and September 30, 2022, respectively. During the nine months ended June 30, 2023, the holder of the Series G converted 181,500 shares of Series G and $7~~,260 of dividends into 72,815,329 shares of common stock~~. ~~The~~Commitments ~~conversions were in accordance with the terms of the agreement~~ and noContingent ~~gain or loss was recognized.~~Liabilities

AsIn ofFebruary 2022, ~~June~~the 30Company entered into a consulting agreement with Spivak Management, ~~2023~~Inc. (the “Consultant”). Under the agreement, the Consultant will provide business strategy advice and ~~September~~introductions 30to the Company for a period of five years unless mutually terminated sooner. Concurrently, ~~2022~~Kenin Spivak, 46who controls Spivak Management,~~475 and~~ ~~138~~Inc.,~~875~~ ~~shares~~entered ofinto a stock purchase agreement with the ~~Series~~Company Gto purchase ~~Preferred~~6,000,000 ~~Stock~~shares ~~were~~of ~~issued~~common ~~and~~stock ~~outstanding~~for $25,000 ~~respectively~~cash. The ~~balance~~purchase and issuance of the ~~Series~~shares Gwas ~~Preferred~~to ~~stock liability~~be ~~was~~completed ~~$40~~by June 30,~~693~~ 2022. The consultant will receive a fee of between 1% and ~~$126~~7% of any consideration from a strategic transaction the Company enters into,~~294~~ defined as any acquisition, ~~respectively~~divestiture, ~~net~~partnership, oflicensing ~~unamortized~~arrangement ~~discount~~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~~,782~~% ~~and~~of ~~$12,581,~~revenue from ~~respectively~~any business activity that the Company undertakes that is introduced by the Consultant.

Note 7. 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 no royalties and accrued $23,852 of royalties and late fees during the nine months ended June 30, 2023. During the nine months ended June 30, 2023, The Company and 7 to Stand agreed to settle a total of $50,102 by issuance of 7,261,087 shares of common stock. The Company recognized a gain of $10,166 based on the fair value of the shares issued.

The Company owed $10,000 of royalties and late fees under this agreement as of June 30, 2023 and $26,250 as of September 30, 2022.

Note 8. Commitments

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 31, 2023 and September 30, 2023, the Company owed the consultant $375,000 and $337,500, which included accounts payable and accrued liabilities of $75,000 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 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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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 the 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.Litigation

~~The~~From ~~Consultant~~time ~~may also receive a bonus in each calendar~~to ~~year~~time, of the ~~agreement~~Company ~~equal~~may tobe ~~the~~subject ~~larger~~to ofroutine ~~any~~litigation, ~~bonus~~claims, ~~awarded~~or bydisputes in the ~~Board~~ordinary course of ~~Directors~~business. toIn the ~~Consultant~~opinion ~~or 50%~~ of ~~the largest bonus~~management, ~~payable~~no bypending ~~the~~or ~~Company~~known tothreatened ~~anyone~~claims, ~~other~~actions ~~than~~or ~~the~~proceedings ~~Consultant.~~against If the ~~agreement~~Company isare ~~terminated~~expected ~~with~~to ~~one~~have ~~year of~~ a ~~change~~material ofadverse ~~control~~effect ofon the Company,’s ~~the~~financial ~~Consultant~~position, ~~will~~results beof ~~entitled~~operations toor ~~receive~~cash ~~a payment equal to 2~~flows.99 ~~times~~The ~~the~~Company ~~larger~~cannot ofpredict ~~the~~with ~~total~~certainty, ~~compensation~~however, ~~paid to~~ the ~~Consultant~~outcome ~~over~~or ~~the~~effect ~~prior~~of 12any ~~month~~of ~~period or~~ the ~~average~~litigation ~~compensation paid~~ or ~~payable~~investigatory tomatters ~~the~~specifically ~~Consultant~~described ~~over~~above ~~the~~or ~~prior~~any ~~three~~other ~~years.~~pending Aslitigation ofor ~~June~~claims. ~~30,~~There ~~2023~~can ~~and~~be ~~September~~no ~~30,~~assurance ~~2022,~~as ~~the~~to ~~Company owed~~ the ~~consultant~~ultimate ~~$200,000~~outcome ~~and~~of ~~$100,000,~~any ~~respectively,~~lawsuits ~~included in accounts payable~~ and ~~accrued liabilities~~investigations.

Note 8. License Agreement

●	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 $30,000 of royalties and late fees under this agreement as of December 31, 2023 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. Subsequent Events

InSubsequent ~~July~~to ~~2023~~December 31, ~~the Company issued 50~~2023,~~998,800~~ ~~shares to~~ the holder of the July ~~Series~~31, D2023 ~~Preferred~~convertible ~~Stock~~note ~~for~~was ~~Full~~issued ~~conversion of 509~~103,~~988~~170,448 shares ~~outstanding.The~~of ~~Company~~common ~~also~~stock ~~issued~~upon aconversion ~~total~~ of 3all $47,~~620,415 shares~~250 toof ~~settle~~principal ~~subscription~~and ~~payables~~$2,835 of accrued ~~$15,000~~interest.

InOn ~~August~~February ~~2023~~8, 2024, the Company ~~issued~~received $7,500 2in cash proceeds for the exercise of 10,000,~~000shares~~ 000 warrants issued to ~~Robert~~Valerian ~~Chicoksi~~Capital, ~~CFO~~LLC, asrelated ~~settlement~~to ofAugust ~~$12~~10,~~000~~ of2023 ~~accrued compensation~~consulting agreement.

The Company issued 6,000,000 shares to Mr. Spivak pursuant to the subscription agreement disclosed above.

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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.

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.

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Results of Operations

Three Months Ended ~~June~~December 3031, 2023 Compared to the Three Months Ended ~~June~~December 3031, 2022

Revenue. We had no revenue for the three months ended ~~June~~December 3031, 2023 and 2022.

Cost of goods sold. We had no cost of goods sold for the three months ended ~~June~~December 3031, 2023 and 2022.

General and administrative expense. We recognized general and administrative expense of $1155,~~279,283~~871 for the three months ended ~~June~~December 3031, 2023 compared to $~~136~~155,~~618~~ 241 for the comparable period of 2022. The increase in general and administrative expense was primarily related to $360,000 of stock-based compensation to a consultant, $714,097 related to options awarded to officers, and $51,761 related to the common stock warrant repricing in the three months ended June 30, 2023.

Interest expense. We recognized interest expense of $97,~~970~~888 for the three months ended ~~June~~December 3031, 2023 compared to $10,~~664~~668 for the comparable period of ~~2022,~~ ~~including amortization of the discount on Series G Preferred Stock liability of $7,315 and $8,629 during the three months ended June 30, 2023 and~~ 2022~~, respectively~~.

~~Gain/Loss~~Net onloss. ~~settlement~~For ofthe ~~liabilities. We~~reasons above, we recognized a ~~gain~~net loss of $6163,~~724~~759 onfor the ~~settlement~~three ~~of liabilities during the nine~~ months ended ~~June~~December 3031, 2023 ~~related~~ compared to ~~shares~~$165,909 ~~issued~~ for the ~~settlement~~three months ofended ~~royalty~~December ~~payable~~31, ~~balance with 7 to Stand and the settlement of accrued compensation with the Company’s CEO~~2022.

Net loss. For the reasons above, we recognized a net loss of $1,282,529 for the three months ended June 30, 2023 compared to $158,103 for the three months ended June 30, 2022.

Nine Months Ended June 30, 2023 Compared to the Nine Months Ended June 30, 2022

Revenue. We had no revenue for the nine months ended June 30, 2023 and 2022.

Cost of goods sold. We had no cost of goods sold for the nine months ended June 30, 2023 and 2022.

General and administrative expense. We recognized general and administrative expense of $1,576,583 for the nine months ended June 30, 2023 compared to $965,222 for the comparable period of 2022. The increase in general and administrative expense was primarily related to an increase in stock -based compensation associated with common stock issued to a consultant of $360,000, new option awards to officers in the current period with expense of $696,294 and $51,761 related to the common stock warrant repricing, partially offset by a decrease in legal fees of $76,620.

Gain/Loss on settlement of liabilities. We recognized a gain of $6,724 and a loss of $146,460 on the settlement of liabilities during the nine months ended June 30, 2023 and 2022. In the current period, the shares related to the settlement of royalty payable balance with 7 to Stand and the settlement of accrued compensation with the Company’s CEO. In 2022, the loss was related to shares issued to settle $15,000 of advances.

Interest expense. We recognized interest expense of $28,816 for the nine months ended June 30, 2023 compared to $56,999 for the comparable period of 2023. The decrease was due primarily to the amortization of the discount on convertible notes payable and Series G Preferred Stock during the current period in the amount of $23,777 compared to $44,046 during the comparable period of the prior year.

Net loss. For the reasons above, we recognized a net loss of $1,598,675 for the nine months ended June 30, 2023 compared to $1,179,502 for the nine months ended March 31, 2022.

Liquidity and Capital Resources

At ~~June~~December 3031, 2023, we had cash on hand of $0. The ~~Company~~ Company has negative working capital of $1,~~277~~532,~~133~~533. Net cash used in operating activities for the ~~nine~~three months ended ~~June~~December 3031, 2023 was $~~133~~42,~~065~~800. Cash on hand is not adequate to fund our operations for less than twelve months. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We have no material commitments for capital expenditures as of ~~June~~December 3031, 2023.

During the three months ended December 31, 2023, the net loss of $163,759 was offset by the following non-cash operating 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.

Table of Contents

During the nine months ended June 30, 2023 the net loss of $1,598,675 was offset by the following non-cash operating expenses: stock compensation of $411,761, stock based compensation with related parties of $749,703, amortization of discount of $23,777 resulting in cash flows used in operating activities of $133,065. The Company had cash flows from financing activities of $126,700, primarily due to $73,000 from the proceeds of sale of Series G Preferred Stock, $40,500 in proceeds from the common stock subscribed and $3,700 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

WeManagement’s ~~carried~~Report ~~out~~on anInternal ~~evaluation,~~Control ~~under the supervision~~over ~~and~~Financial 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 June 30, 2023. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2023, 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.Reporting

As of June 30, 2023, 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 June 30, 2023, 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.

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 31, 2023. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2023, 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.

1.	As of December 31, 2023, 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.

2.	As of December 31, 2023, 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 ~~June~~December 3031, 2023 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
April 6, 2023	Common Stock	50,000,000	Stock for services	Section 3(a)(9) of the Securities Act	—
October 30, 2023	Common Stock	13,333,333	Exercise of warrants	Section 3(a)(9) of the Securities Act	$0.00075
April 6, 2023	Common Stock	7,422,535	Settlement of liabilities	Section 3(a)(9) of the Securities Act	—
December 4, 2023	Common Stock	18,987,342	Conversion of note payable	Section 3(a)(9) of the Securities Act	$0.00079
April 25, 2023	Common Stock	7,261,087	Settlement of liabilities	Section 3(a)(9) of the Securities Act	—
December 8, 2023	Common Stock	11,310,448	Conversion of note payable	Section 3(a)(9) of the Securities Act	$0.00067
May 22, 2023	Common Stock	1,515,152	Cash subscription	Section 3(a)(9) of the Securities Act	—
December 13, 2023	Common Stock	10,000,000	Exercise of warrants	Section 3(a)(9) of the Securities Act	—
May 22, 2023	Common Stock	1,428,571	Cash subscription	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
May 22, 2023	Common Stock	7,500,000	Cash subscription	Section 3(a)(9) of the Securities Act	—
January 29, 2024	Common Stock	40,816,326	Conversion of note payable	Section 3(a)(9) of the Securities Act	$0.00049
June 20, 2023	Common Stock	8,000,000	Conversion of Series G Preferred Stock	Section 3(a)(9) of the Securities Act	$0.0026
January 31, 2024	Common Stock	35,081,395	Conversion of note payable	Section 3(a)(9) of the Securities Act	$0.00043
June 22, 2023	Common Stock	8,714,815	Conversion of Series G Preferred Stock	Section 3(a)(9) of the Securities Act	$0.0027
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: August 17, 2023	By: /s/ James C. Katzaroff
Date: March 11, 2024	By: /s/ James C. Katzaroff
	James C. Katzaroff
	Chief Executive Officer, President, Secretary, Principal Executive Officer and Director
Date: August 17, 2023	By: /s/ Robert Chicoski
Date: March 11, 2024	By: /s/ Robert Chicoski
	Robert Chicoski
	Chief Financial Officer, Treasurer, Principal Financial and Accounting Officer
	Chief Financial Officer, Treasurer, Secretary, Principal Financial and Accounting Officer

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