GlobeStar Therapeutics Corp - Quarter Report: 2023 March (Form 10-Q)

 

Table of Contents

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 March 31, 2023

 

or

 

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

 

For the transition period from _________ to _________

 

Commission File Number: 333-170315

 

GlobeStar Therapeutics Corporation

(Exact name of registrant as specified in its charter)

 

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

 

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

 

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 May 25, 2023, 787,688,270 shares of common stock issued and outstanding.

 

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TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and September 30, 2022	4
Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2023 and 2022 (Unaudited)	5
Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended March 31, 2023 and 2022 (Unaudited)	6-7
Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2023 and 2022 (Unaudited)	8
Notes to the Unaudited Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures about Market Risk	17
Item 4. Controls and Procedures	17
PART II — OTHER INFORMATION	18
Item 1. Legal Proceedings	18
Item 1A. Risk Factors	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3. Defaults upon Senior Securities	18
Item 4. Mine Safety Disclosures	18
Item 5. Other Information	18
Item 6. Exhibits	19
SIGNATURES	20

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

 

OTHER PERTINENT INFORMATION

 

When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to GlobeStar Therapeutics Corporation, a Wyoming corporation and its subsidiaries unless the context specifically indicates otherwise.

 

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PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED BALANCE SHEETS

		March 31,			September 30,
		2023			2022
		(unaudited)
CURRENT ASSETS
Cash and cash equivalents		$	176		$	6,365
Prepaid expenses			—			3,550
Total current assets			176			9,915
TOTAL ASSETS		$	176		$	9,915
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		$	450,135		$	380,735
Accounts payable to related party			467,981			379,126
Related party advances			13,100			12,400
Advances payable			59,650			59,650
Current portion of convertible notes payable			—			20,000
Series G Preferred Stock Liability, net of discount of $13,097 and $12,581, respectively			76,003			126,294
Accrued interest payable			223,977			226,270
Total current liabilities			1,290,846			1,204,475
TOTAL LIABILITIES			1,290,846			1,204,475
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, unlimited shares authorized; 780,427,183 and 722,326,669 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively			780,425			722,325
Preferred stock; 20,000,000 shares authorized:
Series A Preferred Stock, $0.001 par value, 0 and 0 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively			—			—
Series B Preferred Stock, $0.001 par value, 0 and 0 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively			—			—
Series C Preferred Stock, $0.001 par value, 0 and 0 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively			—			—
Series D Preferred Stock, $0.001 par value; 509,988 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively			510			510
Series E Preferred Stock, $0.001 par value; 1,000,000 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively			1,000			1,000
Series F Preferred Stock; $0.001 par value; 128,991 and 128,991 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively			129			129
Additional paid-in capital			16,723,188			16,581,252
Stock payable, consisting of 10,530,304 and 1,515,152 shares to be issued at March 31, 2023 and September 30, 2022, respectively			25,000			5,000
Accumulated deficit			(18,820,922	)		(18,504,776	)
TOTAL STOCKHOLDERS’ DEFICIT			(1,290,670	)		(1,194,560	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	176		$	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)

		Three Months Ended						Six Months Ended
		March 31,						March 31,
		2023			2022			2023			2022
REVENUE		$	—		$	—		$	—		$	—
Cost of goods sold			—			—			—			—
Gross margin			—			—			—			—
OPERATING EXPENSES
General and administrative expenses			142,059			662,310			297,300			828,604
Total operating expenses			142,059			662,310			297,300			828,604
LOSS FROM OPERATIONS			(142,059	)		(662,310	)		(297,300	)		(828,604	)
OTHER INCOME (EXPENSE)
Loss on settlement of liabilities			—			—			—			(146,460	)
Interest expense			(8,178	)		(26,248	)		(18,846	)		(46,335	)
Total other income (expense)			(8,178	)		(26,248	)		(18,846	)		(192,795	)
Net loss		$	(150,237	)	$	(688,558	)	$	(316,146	)	$	(1,021,399	)
Net loss per common share		$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic and diluted			773,432,215			600,796,122			764,419,403			586,965,040

 

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

 

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GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

																											Original
							Series A					Series D					Series E					Series F					Additional									Total
		Common Stock					Preferred Stock					Preferred Stock					Preferred Stock					Preferred Stock					Paid-in			Stock			Accumulated			Equity
		Shares		Par			Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount			Capital			Payable			Deficit			(Deficit)
Balance, September 30, 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	)
Conversion of Series F Preferred Stock to common		12,899,100			12,899		—			—		—			—		—			—		(128,991	)		(129	)		(12,770	)		—			—			—
Common stock issued for stock payable		19,980,000			19,980		—			—		—			—		—			—		—			—			479,520			(499,500	)		—			—
Common stock issued for settlement of liability		6,000,000			6,000		—			—		—			—		—			—		—			—			155,460			—			—			161,460
Net loss for the three months ended December 31, 2021		—			—		—			—		—			—		—			—		—			—			—			—			(332,841	)		(332,841	)
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	)
Conversion of Series G Preferred Stock to common stock		5,416,667			5,417		—			—		—			—		—			—		—			—			20,583			—			—			26,000
Stock-based compensation		—			—		—			—		—			—		—			—		—			—			322,266			—			—			322,266
Stock-based compensation, related parties		—			—		—			—		—			—		—			—		—			—			154,095			—			—			154,095
Net loss for the three months ended March 31, 2022		—			—		—			—		—			—		—			—		—			—			—			—			(688,558	)		(688,558	)
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	)

 

 

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GLOBESTAR THERAPEUTICS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

																											Original
							Series A					Series D					Series E					Series F					Additional									Total
		Common Stock					Preferred Stock					Preferred Stock					Preferred Stock					Preferred Stock					Paid-in			Stock			Accumulated			Equity
		Shares		Par			Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount			Capital			Payable			Deficit			(Deficit)
Balance, September 30, 2022		722,326,669		$	722,325		—		$	—		509,988		$	510		1,000,000		$	1,000		128,991		$	129		$	16,581,252		$	5,000		$	(18,504,776	)	$	(1,194,560	)
Common stock subscribed for cash proceeds		—			—		—			—		—			—		—			—		—			—			—			5,000			—			5,000
Conversion of Series G Preferred Stock to common stock		48,033,947			48,034		—			—		—			—		—			—		—			—			52,066			—			—			100,100
Stock-based compensation, related parties		—			—		—			—		—			—		—			—		—			—			17,803			—			—			17,803
Net loss for the three months ended December 31, 2022		—			—		—			—		—			—		—			—		—			—			—			—			(165,909	)		(165,909	)
Balance, December 31, 2022		770,360,616		$	770,359		—		$	—		509,988		$	510		1,000,000		$	1,000		128,991		$	129		$	16,651,121		$	10,000		$	(18,670,685	)	$	(1,237,566	)
Common stock subscribed for cash proceeds		—			—		—			—		—			—		—			—		—			—			—			15,000			—			15,000
Common stock issued for conversion of debt		2,000,000			2,000		—			—		—			—		—			—		—			—			18,000			—			—			20,000
Conversion of Series G Preferred Stock to common stock		8,066,567			8,066		—			—		—			—		—			—		—			—			36,264			—			—			44,330
Stock-based compensation, related parties		—			—		—			—		—			—		—			—		—			—			17,803			—			—			17,803
Net loss for the three months ended March 31, 2023		—			—		—			—		—			—		—			—		—			—			—			—			(150,237	)		(150,237	)
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	)

 

 

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)

		Six Months Ended
		March 31,
		2023			2022
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss		$	(316,146	)	$	(1,021,399	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation			—			322,266
Stock compensation, related parties			35,606			154,095
Amortization of discount on convertible note payable			15,584			35,417
Loss on settlement of liabilities			—			146,460
Changes in operating assets and liabilities
Prepaid expenses			3,550			—
Accounts payable and accrued liabilities			76,400			17,981
Accounts payable and accrued liabilities to related party			88,855			93,878
Accrued interest payable			3,262			10,918
NET CASH USED IN OPERATING ACTIVITIES			(92,889	)		(240,384	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of Series G Preferred Stock			73,000			235,000
Proceeds from related party advances			700			—
Proceeds from common stock subscribed			13,000			—
NET CASH PROVIDED BY FINANCING ACTIVITIES			86,700			235,000
NET CHANGE IN CASH			(6,189)			(5,384)
Cash at beginning of period			6,365			5,960
Cash at end of period		$	176		$	576
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 and accrued interest		$	144,430		$	25,000
Common stock issued for stock payable		$	—		$	499,500
Common stock issued for the conversion of debt		$	20,000		$	—
Common stock issued for settlement of liabilities		$	—		$	15,000
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

March 31, 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 6.

 

Note 2. Going Concern and Summary of Significant Accounting Policies

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended March 31, 2023, the Company had a net loss of $316,146 and cash flow used in operating activities of $92,889. As of March 31, 2023, the Company had negative working capital of $1,290,670. Management does not anticipate having positive cash flow from operations in the near future. The Company has minimal revenue. Without additional capital, the Company will not be able to remain in business.

 

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

 

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

 

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

 

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

 

Interim Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2022 which are included on our Form 10-K filed on January 9, 2023. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the three and six months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2023.

 

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

 

Convertible notes payable consisted of the following at March 31, 2023 and September 30, 2022:

		March 31, 2023			September 30, 2022
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
Total current convertible notes payable, net of discount		$	—		$	20,000

 

All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.99% of the outstanding stock of the Company.

 

As of March 31, 2023 and September 30, 2022, accrued interest on convertible notes payable was $222,287.

 

Conversions to Common Stock

 

During the six months ended March 31, 2023, the holders of the convertible notes payable elected to convert principal of $20,000 into 2,000,000 shares of common stock. The conversion was in accordance with the terms of the agreement and no gain or loss was recognized.

 

Advances

 

As of March 31, 2023 and September 30, 2022, the Company had non-interest bearing advances payable to third parties of $59,650. These advances are payable on demand.

 

Note 4. Related Party Transactions

 

As of March 31, 2023 and September 30, 2022, the Company owed $467,981 and $379,126 to officers of the Company for compensation which are recorded as accounts payable related party. Additionally, the Company received short term, unsecured, non-interest bearing advances from the Company’s CEO totaling $700. As of March 31, 2023, the Company owed $13,100 on these related party advances.

 

In February 2022, the Company entered into an amended and restatement employment agreement with Jim Katzaroff, the CEO. Mr. Katzaroff is entitled to an annual salary of $180,000 and a bonus as determined by the Board of Directors. Mr. Katzaroff may elect to receive payment in shares of stock based on the average of the three lowest trading prices for the 15 days prior to election of payment in stock. Further, in the event of a change of control of the Company, Mr. Katzaroff is entitled to a payment equal to 2.99 multiplied by the larger of the total compensation paid to Mr. Katzaroff over the prior 12-month period or the average compensation paid or payable to the Consultant over the prior three years.

 

The Company awarded Mr. Katzaroff a total of 35,000,000 common stock options with an exercise price of $0.009 per share, an exercise term of five years. The options vest 50% immediately, and the remainder on monthly basis over two years. Mr. Katzaroff is also entitled to additional options in the event of the Company issuing equity or equity equivalents in the future, with him receiving an equal amount of options as those instruments that are issued. The exercise price of these additional options will be 110% of the price per equity equivalent. The total fair value of these option grants at issuance was $284,840. During the six months ended March 31, 2023 and 2022, the Company recognized $35,606 and $154,095 of stock-based compensation, related to outstanding stock options under this agreement, respectively. At March 31, 2023, the Company had $62,308 of unrecognized expense related to options.

 

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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 March 31, 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 March 31, 2023, no amounts have been earned or paid.

 

Note 5. Stockholders’ Deficit

 

Preferred Stock

 

Series A Preferred Stock – Our board of directors has designated up to 6,000,000 shares of Series A Preferred Stock. The Series A Preferred Stock has a liquidation value of $2.00 per share. The initial number issued is 5,000,000 with additional shares to be issued as a dividend not to exceed a total of 6,000,000 shares. The rank of the Series A is prior to all common and preferred shares. In addition, the Series A Preferred Stock retains protective provisions to maintain their seniority with respect to liquidation or dissolution. The Series A Preferred Stock holds no voting rights and earns an 8% per annum dividend, payable in additional shares of Series A Preferred Stock. At March 31, 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 March 31, 2023 and September 30, 2022, there were no shares of our Series B Preferred Stock outstanding.

 

Series C Preferred Stock – On September 12, 2017, our board of directors designated up to 1,200,000 shares of Series C Preferred Stock with a liquidation value of $0.50 per share. The holders of the Series C Preferred Stock have no voting rights. The Series C Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of one share of common stock for each share of Series C Preferred Stock. The Series C Preferred Stock is redeemable at the option of the Company at a price of $0.50 per share. The Series C Preferred Stock has been canceled, and there are no shares of Series C Preferred Stock outstanding as of March 31, 2023 and September 30, 2022.

 

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 March 31, 2023 and September 30, 2022, there were 509,988 shares of Series D Preferred Stock outstanding.

 

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

 

At March 31, 2023 and September 30, 2022, there were 1,000,000 shares of Series E Preferred stock outstanding. Dividends, when, as and if declared by the Board of Directors, shall be paid out of funds at the time legally available for such purposes.

 

Series F Preferred Stock – On September 21, 2017, our board of directors designated up to 501,975 shares of Series F Preferred Stock with a liquidation value of $1.00 per share. The holders of the Series F Preferred Stock have no voting rights. The Series F Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of $0.01 per share of common stock. The Series F Preferred Stock is not redeemable. At September 30, 2021, 386,975 shares of the Series F Preferred Stock were issued and outstanding. During the year ended September 30, 2022, 257,984 shares of Series F Preferred Stock was converted into 25,798,400 shares of common stock. At March 31, 2023 and September 30, 2022, 128,991 shares of the Series F Preferred Stock were issued and outstanding.

 

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Common stock issued for stock payable

 

In September 2022, the Company received $5,000 of cash as a subscription for 1,515,152 shares of common stock and an equal number of warrants to purchase common stock at an exercise price of $0.01 for one year. 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 at an exercise price of $0.01 for one year. The warrants had a fair 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. The common shares were not yet issued as of March 31, 2023.

 

Common Stock Warrants

 

The following table summarizes the stock warrant activity for the six months ended March 31, 2023:

 

		Warrants			Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2022			71,385,152		$	0.02
Granted			1,515,152			0.01
Exercised			—			—
Forfeited			—			—
Expired			—			—
Outstanding, March 31, 2023			72,900,304		$	0.02

 

As of March 31, 2023, the outstanding warrants had an expected remaining life of 2.45 years and have no aggregate intrinsic value.

 

Common Stock Options

 

The Company recognized $35,606 of expense related to the fair value of options vesting during the six months ended March 31, 2023. At March 31, 2023, the Company had $62,308 of unrecognized expenses related to options.

 

The following table summarizes the stock option activity for the six months ended March 31, 2023:

 

		Options			Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2022			105,000,000		$	0.02
Granted			—		$	—
Exercised			—		$	—
Forfeited			—		$	—
Expired			—		$	—
Outstanding, March 31, 2023			105,000,000		$	0.02

 

As of March 31, 2023, all outstanding options had an expected remaining life of 1.36 years and have no aggregate intrinsic value.

 

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.

 

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

 

During 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 six months ended March 31, 2023. The dividends on the Series G Preferred Stock are accrued as interest. The Company recognized $3,262 of interest on the Series G Preferred Stock and had an accrued interest balance of $1,690 and $3,983 as of March 31, 2023 and September 30, 2022, respectively. During the six months ended March 31, 2023, the holder of the Series G converted 138,875 shares of Series G and $5,555 of dividends into 56,100,514 shares of common stock. The conversions were in accordance with the terms of the agreement and no gain or loss was recognized.

 

As of March 31, 2023 and September 30, 2022, 89,100 and 138,875 shares of the Series G Preferred Stock were issued and outstanding, respectively. The balance of the Series G Preferred stock liability was $76,003 and $126,294, respectively, net of unamortized discount of $13,097 and $12,581, respectively.

 

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 six months ended March 31, 2023. The Company owes $50,102 of royalties and late fees under this agreement as of March 31, 2023 and $26,250 as of September 30, 2022.

 

The Company is currently in default of this agreement.

 

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Note 8. Commitments

 

In February 2022, the Company entered into a consulting agreement with Spivak Management, Inc. (the “Consultant”). Under the agreement, the Consultant will provide business strategy advice and introductions to the Company for a period of five years unless mutually terminated sooner. Concurrently, the Consultant entered into a stock purchase agreement with the Company to purchase 6,000,000 shares of common stock for $25,000 cash. The purchase and issuance of the shares was to be completed by June 30, 2022 but has not yet occurred.

 

The Consultant will be paid a signing bonus of $25,000 upon receipt by the Company of the $25,000 cash under the stock purchase agreement described above. The Consultant will also receive the larger of $12,500 per month, or 50% of the CEO’s fixed cash compensation under the amended employment agreement described in Note 4. The Consultant may elect to receive this payment in stock.

 

The Consultant may also receive a bonus in each calendar year of the agreement equal to the larger of any bonus awarded by the Board of Directors to the Consultant or 50% of the largest bonus payable by the Company to anyone other than the Consultant. If the agreement is terminated with one year of a change of control of the Company, the Consultant will be entitled to receive a payment equal to 2.99 times the larger of the total compensation paid to the Consultant over the prior 12 month period or the average compensation paid or payable to the Consultant over the prior three years. As of March 31, 2023 and September 30, 2022, the Company owed the consultant $162,500 and $100,000, respectively, included in accounts payable and accrued liabilities.

 

Note 9. Subsequent Events

 

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.

 

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 agreed to issue a convertible promissory note (the “May 2023 Note”) to 1800 Diagonal in the aggregate principal amount of $21,300. 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 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 into shares of the Company’s common stock as set forth therein.

 

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

 

Overview

 

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

 

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

 

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

 

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

 

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 March 31, 2023 Compared to the Three Months Ended March 31, 2022

 

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

 

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

 

General and administrative expense. We recognized general and administrative expense of $142,059 for the three months ended March 31, 2023 compared to $662,310 for the comparable period of 2022. The decrease in general and administrative expense was primarily related decreases in in stock-based compensation in the three months ended March 31, 2023 related to options issued to an officer and warrants issued to a consultant. 

 

Interest expense. We recognized interest expense of $8,178 for the three months ended March 31, 2023 compared to $26,248 for the comparable period of 2022, including amortization of the discount on Series G Preferred Stock liability of $6,241 and $19,664 during the three months ended March 31, 2023 and 2022, respectively.

 

Net loss. For the reasons above, we recognized a net loss of $150,237 for the three months ended March 31, 2023 compared to $688,558 for the three months ended March 31, 2022.

 

Six Months Ended March 31, 2023 Compared to the Six Months Ended March 31, 2022

 

Revenue.  We had no revenue for the six months ended March 31, 2023 and 2022.

 

Cost of goods sold. We had no cost of goods sold for the six months ended March 31, 2023 and 2022.

 

General and administrative expense.  We recognized general and administrative expense of $297,300 for the six months ended March 31, 2023 compared to $828,604 for the comparable period of 2022. The decrease in general and administrative expense was primarily related to stock-based compensation of $154,095 related to the options issued to the CEO in 2022, $322,266 related to warrants issued to a consultant, decrease in legal fees of $69,620 and a decrease in royalty expense of $32,399.

 

Loss on settlement of liabilities.  We recognized $0 and $146,460 loss on the settlement of liabilities during the six months ended March 31, 2023 and 2022. In 2022, the loss was related the issuance of 6,000,0000 shares of common stock and 900,000 warrants for the settlement of liabilities.

 

Interest expense.  We recognized interest expense of $18,846 for the six months ended March 31, 2023 compared to $46,335 for the comparable period of 2023. The decrease was due primarily to the amortization of the discount on convertible notes payable during the current period in the amount of $15,584 compared to $35,417 during the comparable period of the prior year.

 

Net loss.  For the reasons above, we recognized a net loss of $316,146 for the six months ended March 31, 2023 compared to $1,021,399 for the six months ended March 31, 2022.

 

Liquidity and Capital Resources

 

At March 31, 2023, we had cash on hand of $176. The Company has negative working capital of $1,290,670. Net cash used in operating activities for the six months ended March 31, 2023 was $92,889. 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 March 31, 2023.

 

During the six months ended March 31, 2023 the net loss of $316,146 was offset by the following non-cash operating expenses: stock compensation, related parties of $35,606, amortization of discount of $15,584 resulting in cash flows used in operating activities of $92,889. The Company had cash flows from financing activities of $86,700, primarily due to $73,000 from the proceeds of sale of Series G Preferred Stock, $13,000 in proceeds from the common stock subscribed and $700 of related party advances.

 

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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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to a smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES

 

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 March 31, 2023. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of March 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 March 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 March 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 March 31, 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
October 4, 2022		Common Stock		7,090,909		Conversion of Series G Preferred Stock		Section 3(a)(9) of the Securities Act		$0.0022
October 13, 2022		Common Stock		7,090,909		Conversion of Series G Preferred Stock		Section 3(a)(9) of the Securities Act		$0.0022
October 18, 2022		Common Stock		8,976,190		Conversion of Series G Preferred Stock		Section 3(a)(9) of the Securities Act		$0.0021
November 10, 2022		Common Stock		10,947,368		Conversion of Series G Preferred Stock		Section 3(a)(9) of the Securities Act		$0.0019
November 14, 2022		Common Stock		13,928,571		Conversion of Series G Preferred Stock		Section 3(a)(9) of the Securities Act		$0.0021
February 23, 2023		Common Stock		4,078,431		Conversion of Series G Preferred Stock		Section 3(a)(9) of the Securities Act		$0.0051
February 27, 2023		Common Stock		3,988,136		Conversion of Series G Preferred Stock		Section 3(a)(9) of the Securities Act		$0.0059

 

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: May 30, 2023	By: /s/ James C. Katzaroff
	James C. Katzaroff
	Chief Executive Officer, President, Secretary, Principal Executive Officer and Director
Date: May 30, 2023	By: /s/ Robert Chicoski
	Robert Chicoski
	Chief Financial Officer, Treasurer, Principal Financial and Accounting Officer

 

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