SideChannel (SDCH) 10-Q 7 May 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Mar. 31, 2024	May 06, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--09-30
Entity File Number	000-28745
Entity Registrant Name	SideChannel, Inc.
Entity Central Index Key	0001022505
Entity Tax Identification Number	86-0837077
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	146 Main Street
Entity Address, Address Line Two	Suite 405
Entity Address, City or Town	Worcester
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01608
City Area Code	(508)
Local Phone Number	925-0114
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SDCH
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		224,355,805

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Current assets
Cash	$ 851	$ 1,053
Accounts receivable, net	910	834
Deferred costs	180	180
Prepaid expenses and other current assets	446	381
Total current assets	2,387	2,448
Fixed assets	24	30
Goodwill	1,356	1,356
Deferred costs	60	150
Total assets	3,827	3,984
Current liabilities
Accounts payable and accrued liabilities	498	613
Deferred revenue	564	280
Promissory note payable		50
Income taxes payable		11
Total current liabilities	1,062	954
Other Liabilities
Total liabilities	1,062	954
Commitments and contingencies (Note 10)
Common stock, $0.001 par value, 681,000,000 shares authorized; 224,355,805 and 213,854,781 shares issued and outstanding as of Mar 31, 2024 and Sep 30, 2023	224	214
Additional paid-in capital	21,979	21,755
Accumulated Deficit	(19,438)	(18,939)
Total stockholders’ equity	2,765	3,030
Total liabilities and stockholders’ equity	$ 3,827	$ 3,984

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Sep. 30, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	681,000,000	681,000,000
Common stock, shares issued	224,355,805	213,854,781
Common stock, shares outstanding	224,355,805	213,854,781

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 1,927	$ 1,617	$ 3,663	$ 3,163
Cost of revenues	1,059	880	1,950	1,561
Gross profit	868	737	1,713	1,602
Operating expenses
General and administrative	849	990	1,558	2,020
Selling and marketing	156	437	425	744
Research and development	123	168	249	303
Total operating expenses	1,128	1,595	2,232	3,067
Operating income (loss)	(260)	(858)	(519)	(1,465)
Other income, net	8	2	21	7
Net income (loss) before income tax expense	(252)	(856)	(498)	(1,458)
Income tax expense	1		1
Net income (loss) after income tax expense	$ (253)	$ (856)	$ (499)	$ (1,458)
Net income (loss) per common share - basic	$ 0	$ (0.01)	$ 0	$ (0.01)
Net income (loss) per common share - diluted	$ 0	$ (0.01)	$ 0	$ (0.01)
Weighted average common shares outstanding - basic	222,773,052	148,928,663	218,653,945	148,830,224
Weighted average common shares outstanding - diluted	222,773,052	148,928,663	218,653,945	148,830,224

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Sep. 30, 2022		$ 149	$ 21,180	$ (11,933)	$ 9,396
Balance, shares at Sep. 30, 2022	100	148,724,056
Shares issued for services			18		18
Shares issued for services, shares		180,557
Stock-based compensation expense			118		118
Net loss				(602)	(602)
Balance at Dec. 31, 2022		$ 149	21,316	(12,535)	8,930
Balance, shares at Dec. 31, 2022	100	148,904,613
Balance at Sep. 30, 2022		$ 149	21,180	(11,933)	$ 9,396
Balance, shares at Sep. 30, 2022	100	148,724,056
Shares issued for services, shares					31,000
Net loss					$ (1,458)
Balance at Mar. 31, 2023		$ 150	21,445	(13,391)	8,204
Balance, shares at Mar. 31, 2023	100	149,571,281
Balance at Dec. 31, 2022		$ 149	21,316	(12,535)	8,930
Balance, shares at Dec. 31, 2022	100	148,904,613
Shares issued for services			13		13
Shares issued for services, shares		166,668
Stock-based compensation expense		$ 1	116		117
Stock-based compensation expense, shares		500,000
Net loss				(856)	(856)
Balance at Mar. 31, 2023		$ 150	21,445	(13,391)	8,204
Balance, shares at Mar. 31, 2023	100	149,571,281
Balance at Sep. 30, 2023		$ 214	21,755	(18,939)	3,030
Balance, shares at Sep. 30, 2023		213,854,781
Shares issued for 2021 Investor Warrants		$ 7	(7)
Shares issued for 2021 Investor Warrants, shares		7,270,958
Shares issued for services			8		8
Shares issued for services, shares		257,085
Stock-based compensation expense		$ 1	80		81
Stock-based compensation expense, shares		262,486
Net loss				(246)	(246)
Balance at Dec. 31, 2023		$ 222	21,836	(19,185)	2,873
Balance, shares at Dec. 31, 2023		221,645,310
Balance at Sep. 30, 2023		$ 214	21,755	(18,939)	3,030
Balance, shares at Sep. 30, 2023		213,854,781
Shares issued for services					$ 20
Shares issued for services, shares					437,643
Net loss					$ (499)
Balance at Mar. 31, 2024		$ 224	21,979	(19,438)	2,765
Balance, shares at Mar. 31, 2024		224,355,805
Balance at Dec. 31, 2023		$ 222	21,836	(19,185)	2,873
Balance, shares at Dec. 31, 2023		221,645,310
Shares issued for services			12		12
Shares issued for services, shares		180,558
Stock-based compensation expense		$ 2	131		133
Stock-based compensation expense, shares		2,529,937
Net loss				(253)	(253)
Balance at Mar. 31, 2024		$ 224	$ 21,979	$ (19,438)	$ 2,765
Balance, shares at Mar. 31, 2024		224,355,805

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (499)	$ (1,458)
Adjustments to reconcile net (loss) income to net cash flows used in operating activities:
Depreciation and amortization	96	90
Stock-based compensation and shares issued for services, net	234	245
Changes in operating assets and liabilities:
Accounts receivable, net	(76)	(284)
Prepaid expenses and other assets	(65)	37
Accounts payable and accrued liabilities	(115)
Income taxes payable	(11)
Deferred revenue	284	242
Net cash used in operating activities	(152)	(1,128)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of note payable	(50)
Net cash used in financing activities	(50)
(DECREASE) INCREASE IN CASH	(202)	(1,128)
CASH, BEGINNING OF PERIOD	1,053	3,030
CASH, END OF PERIOD	851	1,902
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Stock-based compensation included in accounts payable and accrued liabilities		21
Shares Issued for services	20	31
Purchase of restricted stock units (“RSUs”) sold by employees to pay for taxes due on vested RSUs	$ 66

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (253)	$ (246)	$ (856)	$ (602)	$ (499)	$ (1,458)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

GENERAL INFORMATION

GENERAL INFORMATION	6 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
GENERAL INFORMATION	NOTE 1 – GENERAL INFORMATION Description of the Company SideChannel Inc. (OTCQB: SDCH) (“SideChannel”, the “Company”, “we”, “us”, or “our”), a Delaware Corporation organized in 2021, is a cybersecurity advisory services and software company. Our headquarters are located at 146 Main Street, Suite 405, Worcester, MA, 01608. Our website is https://sidechannel.com Our mission is to make cybersecurity simple and accessible for mid-market and emerging companies, a market we that we believe is currently underserved. We believe that our cybersecurity product and service offerings provide cybersecurity and privacy risk management solutions for our customers. We anticipate that our target customers will continue to need cost-effective security solutions. We intend to provide more tech-enabled services to address the needs of our customers, including virtual Chief Information Security Officer (“vCISO”), zero trust, third-party risk management, due diligence, privacy, threat intelligence, and managed end-point security solutions. We are offering proprietary software called Enclave which simplifies important cybersecurity tasks called “asset inventory” and “microsegmentation.” Enclave seamlessly combines access control, microsegmentation, encryption and other secure networking concepts to create a comprehensive solution. It allows IT professionals to easily segment the enterprise network, place the right staff in those segments and direct traffic. Business Combination On July 1, 2022 we, then known as Cipherloc Corporation (“Cipherloc”), a Delaware corporation, completed an acquisition (“Business Combination”) of all the outstanding equity securities of SideChannel, Inc., a Massachusetts corporation, pursuant to an Equity Securities Purchase Agreement dated May 16, 2022 (the “Purchase Agreement”). On September 9, 2022, SideChannel, Inc. the acquired Massachusetts corporation and a subsidiary of the registrant, changed its name to SCS, Inc. (the “Subsidiary” or “SCS”) and Cipherloc Corporation, the Delaware parent company of the subsidiary has changed its name to SideChannel, Inc. The Business Combination was accounted for as a reverse acquisition (“reverse merger”) in accordance with GAAP. Under this method of accounting, SCS was deemed to be the accounting acquirer for financial reporting purposes. As part of the Business Combination, the former stockholders of SCS (the “Sellers”) exchanged all of their equity securities in SCS for a total of 59,900,000 100 0.001 59,900,000 5.5 2,116,618 100 The Shares are subject to a Lock-Up/Leak-Out Agreement, pursuant to which, subject to certain exceptions, the Sellers may not directly or indirectly offer to sell, or otherwise transfer, any of the Shares for twenty-four months after the Closing Date without the prior written consent of the Company. Notwithstanding the foregoing, pursuant to the Lock-Up/Leak-Out Agreement, each of the Sellers may sell up to 20% of their Shares beginning twelve (12) months after the Closing Date, and the remaining 80% of their shares of Common Stock beginning twenty-four (24) months after the Closing Date

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – Summary of Significant Accounting Policies We have not made changes to the Significant Accounting Policies disclosed in our 2023 Form 10-K for the year ended September 30, 2023 filed on December 27, 2023, with the SEC. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending September 30, 2024. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023. Certain prior period amounts have been reclassified to conform to the current year presentation or adjusted due to rounding and have had no impact on net income or stockholders’ equity. Reclassifications Certain prior year amounts have been reclassified to be comparable with the current year’s presentation. Segment Information We manage our operations as a single operating segment for the purposes of assessing performance and making operating decisions. Critical Accounting Estimates In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for the interim periods presented. Certain footnote information has been condensed or omitted from these consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our 2023 Form 10-K. The same accounting policies have been followed in these unaudited interim consolidated financial statements as those applied in the preparation of our consolidated audited financial statements for the year ended September 30, 2023. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain of our accounts, including goodwill, identifiable intangibles, and deferred tax assets and liabilities, including related valuation allowances, are based upon estimates. We base our estimates on historical experience and on appropriate and customary assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and assumptions are particularly sensitive because of their significance to our consolidated financial statements and because of the possibility that future events affecting them may differ markedly from what had been assumed when the financial statements were prepared. As of March 31, 2024, there have been no significant changes to the accounting estimates that we have deemed critical. Our critical accounting estimates are more fully described in our 2023 Form 10-K. Revenue Recognition We recognize revenue in accordance with the guidance in ASC Topic 606 (Revenue from Contracts with Customers). We recognize revenue for the sale of products or services when our performance obligations under the terms of a contract with a customer are satisfied and control of the product or service has been transferred to the customer. Generally, this occurs when we deliver a product or perform a service. In certain cases, recognition of revenue is deferred until the product or service is received by the customer or at some other point in the future when we have determined that we have satisfied our performance obligations under the contract. Our contracts with customers may include a combination of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. We do not have any material variable consideration arrangements, or any material payment terms with our customers other than standard payment terms which generally range from net 15 to net 90 days. Nature of Products and Services We identify, develop, and deploy cybersecurity and privacy risk management solutions for our clients and customers in North America. We categorize our products and services as either vCISO Services or Cybersecurity Software and Services. In addition to Enclave, our proprietary software product, we also sell third-party software and services through a network of strategic partnerships. Types of Contracts with Customers Our contracts with customers are generally structured as annual subscription agreements or project specific statements of work. Our annual subscription agreements include a minimum number of service hours purchased during the subscription time period. Payment terms and any other customer-specific acceptance criteria are also specified in the contracts and statements of work. Contract Balances We record accounts receivable at the time of invoicing. Accounts receivable, net of the allowance for doubtful accounts, is included in current assets on our balance sheet. To the extent that we do not recognize revenue at the same time as we invoice, we record a liability for deferred revenue. In certain instances, we also receive customer deposits in advance of invoicing and recording of accounts receivable. Deferred revenue and customer deposits are included in current liabilities on our consolidated balance sheets. We maintain an allowance for doubtful accounts (“allowance”) equal to 3 10,000 Costs to Obtain a Contract with a Customer The only costs we incur associated with obtaining contracts with customers are marketing costs incurred with third-party service providers and sales commissions that we pay to our employees, contractors, or third-party sales representatives. Commissions are calculated based on set percentages of the revenue value of each product or service sold. Commissions are considered earned by our internal sales personnel at the time we recognize revenue for a particular transaction. Commissions are considered earned by third-party sales representatives at the time that revenue is recognized for a particular transaction. We record commission expense in our consolidated statements of operations at the time the commission is earned. Commissions earned but not yet paid are included in current liabilities on our balance sheets. Net Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in our earnings. Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. Accounting Pronouncements We did not adopt new accounting pronouncements during the six months ended March 31, 2024. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which provides guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements. The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning December 15, 2023, and interim periods within fiscal years beginning December 15, 2024. For us, annual reporting requirements will be effective for our fiscal year 2025 beginning on October 1, 2024 and interim reporting requirements will be effective beginning with our fourth quarter of fiscal year 2025. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation table and disaggregation of income taxes paid, net of refunds, by jurisdiction. All entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for fiscal years beginning after December 15, 2024, which for us is our fiscal year 2026 beginning on October 1, 2025. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. The Company does not believe that any recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the accompanying consolidated financial statements.

LEASES

LEASES	6 Months Ended
	Mar. 31, 2024
Leases
LEASES	NOTE 3 – LEASES On December 10, 2021, we entered into a lease for approximately 500 option to renew annually for three (3) twelve (12) month periods through December 2025. st 967 Operating lease payments are included in cash outflows from operating activities on our consolidated statements of cash flows. We have made an accounting policy election not to apply the recognition requirements of ASC Topic 842 (Leases) to short-term leases (leases with a term of one year or less at the commencement date of the lease). Lease expense for short-term lease payments is recognized on a straight-line basis over the lease term. Following the guidance of ASC Topic 842, we are not required to record ROU assets and operating lease liabilities.

DEFERRED REVENUE

DEFERRED REVENUE	6 Months Ended
	Mar. 31, 2024
Revenue Recognition and Deferred Revenue [Abstract]
DEFERRED REVENUE	NOTE 4 – DEFERRED REVENUE Deferred Revenue is comprised of payments received from our clients and customers for products or services in advance of receiving the product or service. This primarily occurs for annual software and service contracts including Enclave. While software contracts can be initiated at any time of year, most of our annual agreements renew in our quarter ended March 31. A payment received from a client in advance of receiving the product or service will be deferred and increase the balance of Deferred Revenue. We recognize the revenue for the product or service when it is delivered to the client according to ASC Topic 606. The recognition of revenue for a product or service paid for in advance by our clients will decrease the balance of Deferred Revenue. Deferred revenue was $ 564,000 280,000 Changes in deferred revenue for the six months ended March 31, 2024 were as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE Deferred Revenue (In thousands) Balance at September 30, 2023 $ 280 Deferral of revenue 741 Recognition of revenue (457 ) Balance at March 31, 2024 $ 564

DEBT

DEBT	6 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
DEBT	NOTE 5 – DEBT Pursuant to a Membership Interest Redemption Agreement, dated November 3, 2021, by and between us and Akash Desai (“Desai Redemption Agreement”), we promised to pay Mr. Desai $ 100,000 50,000 50,000

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 - STOCKHOLDERS’ EQUITY Common Stock As of March 31, 2024, we had 224,355,805 681,000,000 0.001 We had 213,854,781 Common Stock Issued for Cash We did not issue shares of common stock for cash during the six months ended March 31, 2024. Common Stock Issued for Business Combinations We did not issue shares for mergers or acquisitions related activity during the six months ended March 31, 2024. Common Stock Issued for Services Total shares of common stock issued for services during the six months ended March 31, 2024 is 437,643 20,000 Our Board of Directors (“Board”) had elected to have each of its members receive one-half of such member’s quarterly compensation in the form of shares of the Company’s common stock instead of cash. We also use stock as a form of compensation for independent contractors who provide professional services to us in sales, marketing, or administration. On February 15, 2024, and March 28, 2024, the Company issued 20,834 159,724 12,000 347,226 17,000 For the six months ended March 31, 2024 we have issued 90,417 3,000 Common Stock Issued Under Equity Incentive Plan We issued 2,792,423 4,039,824 1,247,401 Common Stock Issued Under Tender Offer On December 26, 2023 we closed a tender offer to exchange approximately 55.5 43,538,501 78.4 7,270,958 17,415,437 ● Each (1) New Warrant can subscribe for and purchase one (1) share of common stock from the Company at an exercise price of eighteen cents ($ 0.18 ● The New Warrant can be exercised on a cash or cashless basis. ● The New Warrants will automatically convert if the common stock trades at a bid price equal to or greater than thirty-six cents ($ 0.36 ● The New Warrants will be adjusted for stock dividends and stock splits should such an event occur during the term of the New Warrant. The weighted average warrant fair value of the 2021 Investor Warrants successfully tendered, as determined using the Black-Scholes option valuation model, was in excess of the value of the consideration paid by the Company to the 2021 Investor Warrant holders who successfully tendered their warrants during the November 2023 Warrant Exchange. We did not recognize a gain as a result of the November 2023 Warrant Exchange. The assumptions used to estimate the weighted average warrant fair value for the successfully tendered 2021 Investor Warrants include: ● We estimated volatility based primarily on historical monthly price changes of the Company’s stock equal to the expected life of the warrant. ● The risk-free interest rate was based on the U.S. Treasury yield in effect at the time of grant. ● The expected warrant term was the number of years the Company estimates the warrants will be outstanding prior to exercise based on expected historical exercise patterns. After the November 2023 Warrant Exchange, we had a total of 43.2 5.4 8.4 12.0 17.4 Preferred Stock As of March 31, 2024, we had zero ( 0 Warrants The following table summarizes warrant activity for the six months ended March 31, 2024: SCHEDULE OF WARRANT ACTIVITY Outstanding Warrants (In thousands, except prices and remaining lives) Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at September 30, 2023 69,281 $ 0.39 3.31 Granted through November 2023 Warrant Exchange 17,415 0.18 4.75 Tendered during November 2023 Warrant Exchange (43,538 ) (0.36 ) ( 2.25 ) Canceled/Forfeited — — — Outstanding at March 31, 2024 43,158 $ 0.33 4.39

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS Brian Haugli, our Chief Executive Officer and our stockholder in the Company, is also a principal shareholder of RealCISO Inc. (“RealCISO”). On September 22, 2020, SideChannel assigned to RealCISO Inc. certain contracts and intellectual property. We are a reseller of the RealCISO software. We receive revenue from our customers for the use of RealCISO software and pays licensing fees to RealCISO for such use. We paid $ 20,160 36,000 We received $ 76,500 On October 13, 2023, the Association of the US Army (“AUSA”) signed an agreement for a cybersecurity risk assessment for $ 24,425 6,106 Nick Hnatiw, our Chief Technology Officer and Director, has an amount payable to the Company in relation to the payroll taxes paid by the Company on his behalf for RSUs that vested during calendar year 2022. The balance due from Mr. Hnatiw is $ 2,551 No other related party transactions occurred during the six months ending March 31, 2024.

CUSTOMER CONCENTRATION RISK

CUSTOMER CONCENTRATION RISK	6 Months Ended
	Mar. 31, 2024
Risks and Uncertainties [Abstract]
CUSTOMER CONCENTRATION RISK	NOTE 8 – CUSTOMER CONCENTRATION RISK No client individually accounted for over 10 10

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	6 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	NOTE 9 – STOCK BASED COMPENSATION We grant equity compensation awards to directors, employees, and contractors under the 2021 Omnibus Equity Compensation Plan. We have granted RSUs with service-based vesting conditions with vesting typically occurring over a 3-year period. The following table summarizes the activity of our RSUs granted under our Equity Incentive Plan during the six months ended March 31, 2024, and March 31, 2023. SCHEDULE OF RESTRICTED STOCK UNITS VESTING Outstanding Equity Compensation Grants (In thousands) Number of RSU’s Outstanding Grants at September 30, 2023 8,637 Granted 8,250 Vested (4,040 ) Canceled/Forfeited (1,703 ) Outstanding Grants at March 31, 2024 11,144 Outstanding Grants at September 30, 2022 4,309 Granted 2,933 Vested (500 ) Canceled/Forfeited — Outstanding Grants at March 31, 2023 6,742 The weighted average grant-date fair value was $ 0.05 0.14 The Company recognizes compensation cost for unvested share-based awards on a straight-line basis over the requisite service period. Total stock-based compensation is included in general and administrative expense, selling and marketing expense, and research and development expense in our accompanying Consolidated Statements of Operations. Our total stock-based compensation expense for the six months ended March 31, 2024 was $ 300,000 20,000 280,000 757,000 2.4 Some employees opted to sell RSUs back to the Company at the fair market value on the vesting date to fund their portion of payroll taxes due on the taxable income generated by the vested RSUs. For the six months ended March 31, 2024, we have purchased RSUs with a vesting date value of $ 66,000 214,000 280,000 66,000 We incurred stock-based compensation expense of $ 266,000 31,000 235,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES In April 2020, Eric Marquez, the former Secretary/Treasurer and Chief Financial Officer of Cipherloc Corporation, and certain other plaintiffs, filed a lawsuit against Cipherloc Corporation and Michael De La Garza, Cipherloc’s former Chief Executive Officer and President, in the 20 th 1,000,000 We are not currently involved in any additional litigation that we believe could have a material adverse effect on our financial condition or results of operations.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Mar. 31, 2024
Subsequent Events
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS On April 15, 2024, we filed a Form 8-K with the SEC for the following resolutions passed with unanimous vote by our Board: 1. The Board eliminated two of the Committees of the Board of Directors including: The Compensation Committee The Nomination and Corporate Governance Committee 2. The Board eliminated all cash compensation paid to its directors. 3. The Board eliminated all stock compensation paid to its directors. No agreements have been entered for this arrangement but are forthcoming. 4. The Board has determined to implement an equity incentive plan for its directors. 5. The Board determined to compensate Director Hugh Regan, Jr. at a rate of $ 7,500 FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and elsewhere in this Form 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate; therefore, we cannot assure you that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in our forward-looking statements, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. Some of these and other risks and uncertainties that could cause actual results to differ materially from such forward-looking statements are more fully described in our 2023 Annual Report on Form 10-K, elsewhere in this Quarterly Report on Form 10-Q, or those discussed in other documents we filed with the SEC. Except as may be required by applicable law, we undertake no obligation to publicly update or advise of any change in any forward-looking statement, whether as a result of new information, future events, or otherwise. In making these statements, we disclaim any obligation to address or update each factor in future filings with the SEC or communications regarding our business or results, and we do not undertake to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications. In addition, any of the matters discussed above may have affected our past results and may affect future results, so that our actual results may differ materially from those expressed in this Quarterly Report on Form 10-Q and in prior or subsequent communications. This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Report, and the audited financial statements and notes thereto and “Part II. Other Information - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contained in our 2023 Form 10-K. We are not aware of any misstatements regarding any third-party information presented in this Report; however, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under, and incorporated by reference in, the section entitled “ Item 1A. Risk Factors

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending September 30, 2024. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023. Certain prior period amounts have been reclassified to conform to the current year presentation or adjusted due to rounding and have had no impact on net income or stockholders’ equity.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to be comparable with the current year’s presentation.
Segment Information	Segment Information We manage our operations as a single operating segment for the purposes of assessing performance and making operating decisions.
Critical Accounting Estimates	Critical Accounting Estimates In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for the interim periods presented. Certain footnote information has been condensed or omitted from these consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our 2023 Form 10-K. The same accounting policies have been followed in these unaudited interim consolidated financial statements as those applied in the preparation of our consolidated audited financial statements for the year ended September 30, 2023. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain of our accounts, including goodwill, identifiable intangibles, and deferred tax assets and liabilities, including related valuation allowances, are based upon estimates. We base our estimates on historical experience and on appropriate and customary assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and assumptions are particularly sensitive because of their significance to our consolidated financial statements and because of the possibility that future events affecting them may differ markedly from what had been assumed when the financial statements were prepared. As of March 31, 2024, there have been no significant changes to the accounting estimates that we have deemed critical. Our critical accounting estimates are more fully described in our 2023 Form 10-K.
Revenue Recognition	Revenue Recognition We recognize revenue in accordance with the guidance in ASC Topic 606 (Revenue from Contracts with Customers). We recognize revenue for the sale of products or services when our performance obligations under the terms of a contract with a customer are satisfied and control of the product or service has been transferred to the customer. Generally, this occurs when we deliver a product or perform a service. In certain cases, recognition of revenue is deferred until the product or service is received by the customer or at some other point in the future when we have determined that we have satisfied our performance obligations under the contract. Our contracts with customers may include a combination of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. We do not have any material variable consideration arrangements, or any material payment terms with our customers other than standard payment terms which generally range from net 15 to net 90 days. Nature of Products and Services We identify, develop, and deploy cybersecurity and privacy risk management solutions for our clients and customers in North America. We categorize our products and services as either vCISO Services or Cybersecurity Software and Services. In addition to Enclave, our proprietary software product, we also sell third-party software and services through a network of strategic partnerships. Types of Contracts with Customers Our contracts with customers are generally structured as annual subscription agreements or project specific statements of work. Our annual subscription agreements include a minimum number of service hours purchased during the subscription time period. Payment terms and any other customer-specific acceptance criteria are also specified in the contracts and statements of work. Contract Balances We record accounts receivable at the time of invoicing. Accounts receivable, net of the allowance for doubtful accounts, is included in current assets on our balance sheet. To the extent that we do not recognize revenue at the same time as we invoice, we record a liability for deferred revenue. In certain instances, we also receive customer deposits in advance of invoicing and recording of accounts receivable. Deferred revenue and customer deposits are included in current liabilities on our consolidated balance sheets. We maintain an allowance for doubtful accounts (“allowance”) equal to 3 10,000 Costs to Obtain a Contract with a Customer The only costs we incur associated with obtaining contracts with customers are marketing costs incurred with third-party service providers and sales commissions that we pay to our employees, contractors, or third-party sales representatives. Commissions are calculated based on set percentages of the revenue value of each product or service sold. Commissions are considered earned by our internal sales personnel at the time we recognize revenue for a particular transaction. Commissions are considered earned by third-party sales representatives at the time that revenue is recognized for a particular transaction. We record commission expense in our consolidated statements of operations at the time the commission is earned. Commissions earned but not yet paid are included in current liabilities on our balance sheets.
Net Loss Per Share	Net Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in our earnings. Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss.
Accounting Pronouncements	Accounting Pronouncements We did not adopt new accounting pronouncements during the six months ended March 31, 2024.
Recently Issued Accounting Standards Not Yet Adopted	Recently Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which provides guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements. The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning December 15, 2023, and interim periods within fiscal years beginning December 15, 2024. For us, annual reporting requirements will be effective for our fiscal year 2025 beginning on October 1, 2024 and interim reporting requirements will be effective beginning with our fourth quarter of fiscal year 2025. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation table and disaggregation of income taxes paid, net of refunds, by jurisdiction. All entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for fiscal years beginning after December 15, 2024, which for us is our fiscal year 2026 beginning on October 1, 2025. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. The Company does not believe that any recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the accompanying consolidated financial statements.

DEFERRED REVENUE (Tables)

DEFERRED REVENUE (Tables)	6 Months Ended
	Mar. 31, 2024
Revenue Recognition and Deferred Revenue [Abstract]
SCHEDULE OF CHANGES IN DEFERRED REVENUE	Changes in deferred revenue for the six months ended March 31, 2024 were as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE Deferred Revenue (In thousands) Balance at September 30, 2023 $ 280 Deferral of revenue 741 Recognition of revenue (457 ) Balance at March 31, 2024 $ 564

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	6 Months Ended
	Mar. 31, 2024
Equity [Abstract]
SCHEDULE OF WARRANT ACTIVITY	The following table summarizes warrant activity for the six months ended March 31, 2024: SCHEDULE OF WARRANT ACTIVITY Outstanding Warrants (In thousands, except prices and remaining lives) Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at September 30, 2023 69,281 $ 0.39 3.31 Granted through November 2023 Warrant Exchange 17,415 0.18 4.75 Tendered during November 2023 Warrant Exchange (43,538 ) (0.36 ) ( 2.25 ) Canceled/Forfeited — — — Outstanding at March 31, 2024 43,158 $ 0.33 4.39

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	6 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF RESTRICTED STOCK UNITS VESTING	SCHEDULE OF RESTRICTED STOCK UNITS VESTING Outstanding Equity Compensation Grants (In thousands) Number of RSU’s Outstanding Grants at September 30, 2023 8,637 Granted 8,250 Vested (4,040 ) Canceled/Forfeited (1,703 ) Outstanding Grants at March 31, 2024 11,144 Outstanding Grants at September 30, 2022 4,309 Granted 2,933 Vested (500 ) Canceled/Forfeited — Outstanding Grants at March 31, 2023 6,742

GENERAL INFORMATION (Details Na

GENERAL INFORMATION (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	May 04, 2023	Jul. 01, 2022
Stock issued	2,116,618
Cipherloc [Member]
Business acquisition controlling description		The Shares are subject to a Lock-Up/Leak-Out Agreement, pursuant to which, subject to certain exceptions, the Sellers may not directly or indirectly offer to sell, or otherwise transfer, any of the Shares for twenty-four months after the Closing Date without the prior written consent of the Company. Notwithstanding the foregoing, pursuant to the Lock-Up/Leak-Out Agreement, each of the Sellers may sell up to 20% of their Shares beginning twelve (12) months after the Closing Date, and the remaining 80% of their shares of Common Stock beginning twenty-four (24) months after the Closing Date
Share-Based Payment Arrangement, Tranche One [Member] | Series A Preferred Stock [Member]
Stock issued	100	100
Preferred stock, par value		$ 0.001
Share-Based Payment Arrangement, Tranche One [Member] | Common Stock [Member]
Stock issued		59,900,000
Share-Based Payment Arrangement, Tranche Two [Member]
Revenue		$ 5.5
Share-Based Payment Arrangement, Tranche Two [Member] | Common Stock [Member]
Stock issued		59,900,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative)	Mar. 31, 2024 USD ($)
Accounting Policies [Abstract]
Percentage of accounts recivable	3%
Allowance for credit loss	$ 10,000

LEASES (Details Narrative)

LEASES (Details Narrative)	Dec. 10, 2021 USD ($) ft²
Leases
Square feet of office space | ft²	500
Lease description	option to renew annually for three (3) twelve (12) month periods through December 2025.
Lease payment | $	$ 967

SCHEDULE OF CHANGES IN DEFERRED

SCHEDULE OF CHANGES IN DEFERRED REVENUE (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2024 USD ($)
Revenue Recognition and Deferred Revenue [Abstract]
Deferred revenue beginning balance	$ 280
Deferral of revenue	741
Recognition of revenue	(457)
Deferred revenue ending balance	$ 564

DEFERRED REVENUE (Details Narra

DEFERRED REVENUE (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Revenue Recognition and Deferred Revenue [Abstract]
Deferred revenue	$ 564	$ 280

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($) $ in Thousands		1 Months Ended	6 Months Ended
	Nov. 03, 2021	Dec. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Repayments of debt			$ 50
Desai Redemption Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt principal amount	$ 100
Repayments of debt	$ 50	$ 50

SCHEDULE OF WARRANT ACTIVITY (D

SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares shares in Thousands	6 Months Ended	12 Months Ended
	Mar. 31, 2024	Sep. 30, 2023
Equity [Abstract]
Number of Warrant, Outstanding Beginning	69,281
Weighted Average Exercise Price, Outstanding Beginning	$ 0.39
Weighted Average Remaining Life, Balance	4 years 4 months 20 days	3 years 3 months 21 days
Number of Warrant, Granted	17,415
Weighted Average Exercise Price, Granted	$ 0.18
Weighted Average Remaining Life, Granted	4 years 9 months
Number of Warrant, Tendered	(43,538)
Weighted Average Exercise Price, Tendered	$ (0.36)
Weighted Average Remaining Life, Tendered	2 years 3 months
Number of Warrant, Canceled/Forfeited
Weighted Average Exercise Price, Canceled/Forfeited
Number of Warrant, Outstanding Ending	43,158	69,281
Weighted Average Exercise Price, Outstanding Ending	$ 0.33	$ 0.39

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended				6 Months Ended
	Mar. 28, 2024	Feb. 15, 2024	Dec. 26, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023
Class of Warrant or Right [Line Items]
Common stock shares outstanding				224,355,805				224,355,805		213,854,781
Common stock, shares authorized				681,000,000				681,000,000		681,000,000
Common stock, par value				$ 0.001				$ 0.001		$ 0.001
Stock issued as services, shares								437,643	31,000
Stock issued as services, value				$ 12	$ 8	$ 13	$ 18	$ 20
Warrants shares, common stock			43,200,000
Warrants outstanding			17,415,437
Exercise price			$ 0.18
Bid price			$ 0.36
Preferred stock, shares outstanding				0				0
2021 Investor Warrants [Member]
Class of Warrant or Right [Line Items]
Shares issued			55,500,000
Warrants shares, common stock			43,538,501
Tendered percentage			78.40%
Warrants shares, common stock			12,000,000
New Warrants [Member]
Class of Warrant or Right [Line Items]
Shares issued			7,270,958
Warrants shares, common stock			17,400,000
2018 Placement Agents [Member]
Class of Warrant or Right [Line Items]
Warrants shares, common stock			5,400,000
2021 Placement Agents [Member]
Class of Warrant or Right [Line Items]
Warrants shares, common stock			8,400,000
Restricted Stock Units (RSUs) [Member]
Class of Warrant or Right [Line Items]
Stock issued as services, shares								2,792,423
Vested								4,039,824
Payroll taxes paid through sale of stock								1,247,401
Non-executive [Member]
Class of Warrant or Right [Line Items]
Stock issued as services, shares	159,724	20,834
Stock issued as services, value								$ 12
Executive [Member]
Class of Warrant or Right [Line Items]
Stock issued as services, shares								347,226
Stock issued as services, value								$ 17
Board of Directors Chairman [Member]
Class of Warrant or Right [Line Items]
Stock issued as services, shares								90,417
Stock issued as services, value								$ 3

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		6 Months Ended
	Oct. 13, 2023	Mar. 31, 2024	Mar. 31, 2023
RealCISO [Member]
Related Party Transaction [Line Items]
Payments of license fee		$ 20,160	$ 36,000
Software development services received		76,500
US Army [Member]
Related Party Transaction [Line Items]
Related party agreement	$ 24,425
Related party payment		6,106
Mr.Hnatiw [Member]
Related Party Transaction [Line Items]
Prepaid and other current asset		$ 2,551

CUSTOMER CONCENTRATION RISK (De

CUSTOMER CONCENTRATION RISK (Details Narrative)	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10%	10%	10%	10%

SCHEDULE OF RESTRICTED STOCK UN

SCHEDULE OF RESTRICTED STOCK UNITS VESTING (Details) - Restricted Stock Units (RSUs) [Member] - shares shares in Thousands	6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Outstanding, Beginning	8,637	4,309
Number of Options, Granted	8,250	2,933
Number of Options, Vested	(4,040)	(500)
Number of Options, Canceled/Forfeited	(1,703)
Number of Options, Outstanding, Ending	11,144	6,742

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Grant date fair value	$ 0.05		$ 0.14		$ 0.05	$ 0.14
Stock based compensation					$ 300,000	$ 266,000
Shares issued for services	$ 12,000	$ 8,000	$ 13,000	$ 18,000	20,000
Amortisation of outstanding equity	$ 280,000		$ 235,000		280,000	$ 235,000
Stock compensation expense					$ 757,000
Stock compensation expense					2 years 4 months 24 days
Purchase of shares value					$ 66,000
Net increase of Stockholders Equity					$ 214,000
Shares issued for services					437,643	31,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands	1 Months Ended
	Apr. 30, 2020 USD ($)
Eric Marquez [Member]
Damages sought value	$ 1,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	Apr. 15, 2024 USD ($)
Director [Member] | Subsequent Event [Member]
Officer compensation	$ 7,500