Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Jan. 12, 2018 | Mar. 31, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Creative Waste Solutions, Inc. | ||
Entity Central Index Key | 1,385,329 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 6,010,936 | ||
Entity Public Float | $ 0 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Current assets - | ||
Cash | $ 1,480 | $ 5,124 |
Accounts receivable, net | 43,630 | 30,891 |
Total current assets | 45,110 | 36,015 |
Deposit | 57,000 | 7,000 |
Equipment, net | 70,500 | 88,500 |
Intangible assets, net | 272,917 | 460,417 |
Goodwill | 149,500 | 149,500 |
Total assets | 595,027 | 741,432 |
Current liabilities - | ||
Accounts payable and accrued expenses | 218,769 | 163,645 |
Convertible debentures and notes payable, related parties | 241,896 | 241,896 |
Notes payable | 396,500 | 488,489 |
Advances-related parties | 76,546 | 76,546 |
Derivative liability | 2,684,146 | 1,507,277 |
Total current liabilities | 3,617,857 | 2,477,853 |
Total liabilities | 3,617,857 | 2,477,853 |
Stockholders' deficit: | ||
Preferred Stock; $.001 value 5,000,000 shares authorized, none issued and outstanding | ||
Common Stock; $.001 par value, 225,000,000 authorized 6,010,936 and 5,759,722 shares issued and outstanding | 6,011 | 5,760 |
Additional-paid in capital | 3,011,613 | 2,838,526 |
Accumulated deficit | (6,040,454) | (4,580,707) |
Total stockholders' deficit | (3,022,830) | (1,736,421) |
Total liabilities and stockholders' deficit | $ 595,027 | $ 741,432 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Sep. 30, 2016 |
Stockholders' deficit: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 6,010,936 | 5,759,722 |
Common stock, shares outstanding | 6,010,936 | 5,759,722 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Consolidated Statements Of Operations | ||
Sales | $ 957,331 | $ 247,866 |
Cost of goods sold | 731,565 | 158,939 |
Gross profit | 225,766 | 88,927 |
Operating expenses: | ||
General and administrative | 452,485 | 289,296 |
Loss from operations | (226,719) | (200,369) |
Other income (expenses): | ||
Gain (loss) on derivative liability | (1,176,869) | 2,644,887 |
Interest expense | (56,159) | (32,494) |
Total other income (expenses) | (1,233,028) | 2,612,393 |
Net income (loss) | $ (1,459,747) | $ 2,412,024 |
Basic earnings (loss) per common share | ||
Net income (loss) | $ (0.25) | $ .60 |
Diluted earnings (loss) per common share | ||
Net income (loss) | $ (0.25) | $ 0.48 |
Basic weighted average shares outstanding | 5,882,232 | 4,025,189 |
Diluted weighted average shares outstanding | 5,882,232 | 4,980,726 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Sep. 30, 2015 | 3,436,840 | |||
Beginning Balance, Amount at Sep. 30, 2015 | $ 3,437 | $ 2,281,275 | $ (6,992,731) | $ (4,708,019) |
Common stock issued for acquisition, Shares | 100,000 | |||
Common stock issued for acquisition, Amount | $ 100 | 159,400 | 159,500 | |
Common stock issued for cash, Shares | 377,000 | |||
Common stock issued for cash, Amount | $ 377 | 376,623 | 377,000 | |
Common stock issued upon conversion of debt, Shares | 1,845,882 | |||
Common stock issued upon conversion of debt, Amount | $ 1,846 | 21,228 | 23,074 | |
Net income | 2,412,024 | 2,412,024 | ||
Ending Balance, Shares at Sep. 30, 2016 | 5,759,722 | |||
Ending Balance, Amount at Sep. 30, 2016 | $ 5,760 | 2,838,526 | (4,580,707) | (1,736,421) |
Common stock issued for acquisition, Amount | ||||
Common stock issued upon conversion of debt, Shares | 251,214 | |||
Common stock issued upon conversion of debt, Amount | $ 251 | 173,087 | 173,338 | |
Net income | (1,459,747) | (1,459,747) | ||
Ending Balance, Shares at Sep. 30, 2017 | 6,010,936 | |||
Ending Balance, Amount at Sep. 30, 2017 | $ 6,011 | $ 3,011,613 | $ (6,040,454) | $ (3,022,830) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (1,459,747) | $ 2,412,024 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
(Gain) loss in fair value of derivative liability | 1,176,869 | (2,644,887) |
Depreciation and amoritzation | 205,500 | 66,083 |
Changes in operating assets and liabilities | ||
Accounts receivable | (12,739) | (30,891) |
Accounts payable and accrued expense | 86,473 | 53,286 |
NET CASH USED IN OPERATING ACTIVITIES | (3,644) | (144,385) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Acquisition of Businesses | (612,000) | |
Investment deposit | (50,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (50,000) | (612,000) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 377,000 | |
Proceeds from note payable | 50,000 | 363,500 |
Proceeds from advances-related parties | 20,800 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 50,000 | 761,300 |
Net increase in cash | (3,644) | 4,915 |
Cash, beginning of period | 5,124 | 209 |
Cash, end of period | 1,480 | 5,124 |
SUPPLEMENTAL CASH FLOWS INFORMATION | ||
Interest paid | 250 | |
Income taxes paid | ||
NON-CASH FINANCING ACTIVITY: | ||
Common stock issued for acquisition | 159,500 | |
Common stock issued for conversion of convertible debentures and accrued interest | $ 173,338 | $ 23,074 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION | Creative Waste Solutions, Inc. (formally Silverstar Resources, Inc.) (the "Company") was incorporated under the laws of the State of Nevada on December 5, 2003. On June 23, 2016, the Companys Board of Directors approved of a change of name from Silverstar Resources, Inc. to Creative Waste Solutions Inc. The Company operates in the waste management industry. On March 10, 2015, the Company formed 1030029 Ltd, an Alberta numbered company as a wholly owned subsidiary to meet the requirements of holding working interest of Alberta producing oil and gas properties. On April 7, 2016, the Company entered into a membership purchase agreement with Creative Waste Solutions, LLC, a Florida limited liability corporation (Creative) whereby the Company purchased 100% of the membership interest for $25,000 (see Note 12). On May 22, 2016, the Company entered into a stock purchase agreement with Florida based, Integrated Waste Transportation Services, Inc. ("Integrated"). Pursuant to the agreement, the Company acquired 100% of the outstanding equity of Integrated in exchange for $300,000 and 50,000 Shares of common stock of the Company (see Note 12). On August 26, 2016, the Company purchased certain assets of Easy Disposal, Inc. (Easy), for an aggregate amount of $396,500 which includes 50,000 shares of common stock of the Company, valued at $2.19 per share and the remainder in cash (see Note 12). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC). Principles of Consolidation The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, 1030029 Ltd., Creative and Integrated. The operations of Creative and Integrated have only been consolidated since their respective dates of acquisition of April 7, 2016 and May 22, 2016. All material intercompany balances and transactions have been eliminated. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Accounts Receivable The Company grants credit to customers under credit terms that it believes are customary in the industry and does not require collateral to support customer receivables. The Company evaluates its provision for an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. At September 30, 2017 and September 30, 2016, the Companys allowance for doubtful accounts was $0. Revenue Recognition The Company recognizes revenue from waste removal services it provides to its customers. The Companys revenue recognition policies comply with FASB ASC Topic 605. Revenue is recognized at the time the waste removal services are completed, when a formal arrangement exists, the price is fixed or determinable, and no other significant obligations of the Company exist and collectability is reasonably assured. Equipment Equipment are carried at the cost of acquisition and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance is expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation Stock Compensation Related Parties The Company follows ASC 850, Related Party Disclosures Long-lived Assets The Company assesses long-lived assets, including intangible assets, for impairment in accordance with the provisions of FASB ASC 360 Property, Plant and Equipment Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under accounting requirements, goodwill is not amortized but is subject to annual impairment tests. The Company recorded goodwill of $149,500 related to its August 2016 acquisition of Easy. As of September 30, 2017 and September 30, 2016, the Company performed the required impairment review and concluded that the goodwill was not impaired. Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share Income Taxes Income taxes are provided in accordance with ASC Topic 740 Accounting for Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The adoption had no effect on the Companys consolidated financial statements. Reclassifications Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on the previously reported net loss or stockholders deficit. Recently Issued Accounting Pronouncements No new accounting pronouncements were issued during the year ended September 30, 2017 that would have a material effect on the Companys consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 3 - GOING CONCERN | As shown in the accompanying financial statements, the Company has an accumulated deficit of $6,040,454 as of September 30, 2017 and incurred a loss from operations of $226,719 for the year then ended. Unless the Company is able to attain profitability and increases in stockholders equity, these conditions raise substantial doubt as to the Companys ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company continues to review its expense structure in an attempt to reduce operating costs. |
EQUIPMENT
EQUIPMENT | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 4 - EQUIPMENT | Equipment at September 30, 2017 consisted of the following: Equipment $ 90,000 90,000 Less accumulated depreciation (19,500 ) Equipment, net $ 70,500 Equipment at September 30, 2016 consisted of $90,000 less accumulated depreciation of $1,500, a net book value of $88,500. Depreciation expense for the year ended September 30, 2017 and 2016 was $18,000 and $1,500, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 5 - INTANGIBLE ASSETS | Intangible assets at September 30, 2017 consisted of the following: Customer lists $ 375,000 Licenses 150,000 525,000 Less accumulated amortization (252,083 ) Intangible assets, net $ 272,917 The customer lists are being amortized over 24 months and the licenses are not being amortized. Intangible assets at September 30, 2016 consisted of the customer lists of $375,000 and the licenses of $150,000 less accumulated amortization of $64,583 for net intangible assets of $460,417. Amortization expense for the year ended September 30, 2017 and 2016 was $187,500 and $64,583, respectively. Future amortization of intangible assets is as follows: Year ending September 30, 2018 $ 122,917 $ 122,917 |
ASSET HELD FOR SALE
ASSET HELD FOR SALE | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 6 - ASSET HELD FOR SALE | On April 14, 2015, the Company acquired the working interest of two producing oil and gas properties in Alberta Canada for US $80,000. The Company has determined that the asset does not fit the future plans of the Company. Under the guidelines of ASC 360 Newly Acquired Asset Classified as Held for Sale |
CONVERTIBLE DEBENTURES - RELATE
CONVERTIBLE DEBENTURES - RELATED PARTY | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 7 - CONVERTIBLE DEBENTURES - RELATED PARTY | On January 15, 2015, the Company amended the convertible debenture with the principal of $75,754 of a related party so that the debenture became anti-dilutive with a conversion price set at $0.35 regardless of any forward or reverse splits in the Company's common stock. On February 23, 2015, a shareholder holding a debenture with a principal balance of $75,754 and other advances to the Company of $149,142 of which $24,328 was borrowed during September 30, 2015 and $124,814 was the outstanding balance at September 30, 2014 made demand for payment of the total amounts owed including interest. The Company was not able to pay the outstanding balances. The Company and shareholder came to an agreement that the shareholder could convert his $75,754 convertible note payable and interest at $0.15 and the advances of $149,142 plus further advances up to $150,000 at a 15% discount to the closing price as of date of the agreement or $0.15 per share. The shareholder agreed to advance an additional $50,000 to the Company to acquire assets for the Company. The $50,000 is not convertible and is accounted for as advances due to related party see Note 10. The change in terms of the $75,754 convertible note created derivative liability and required the Company to record fair value at the inception of the derivative and for each subsequent reporting period. The fair value of the embedded derivatives at September 30, 2017 was determined using the Black Scholes based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 70.24%, (3) weighted average risk-free interest rate of 1.29%, (4) expected life of 1.0 years, and (5) estimated fair value of the Company's common stock is $3.25. The fair value calculated as of September 30, 2017 was $2,684,146. During the year ended September 30, 2017 the increase in fair value of $1,176,869 resulted in a loss reflected in the statement of operations. During the year ended September 30, 2016 the decrease in fair value of $2,644,887 resulted in a gain reflected in the statement of operations. The addition of a conversion feature for the advances of $149,142 created a beneficial conversion feature as of September 30, 2015 of $149,142. Due to the advances having no terms and being due on demand, this amount was expensed as interest expense for the year ended September 30, 2015. As of September 30, 2017 and September 30, 2016, the amount due under the convertible debentures to related party was $224,896 and $224,896, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 8 - NOTES PAYABLE | On June 2, 2014, the Company issued a long term note payable for $81,989 to an entity for advances on work completed on the Companys Ahbau Lake mining property in British Columbia, Canada. The note is unsecured, and bears interest at 10% per year and matures in one year at which time all principal and interest is due and payable. On April 6, 2017 the outstanding balance of $81,989 plus accrued interest of $23,242 was converted to 152,509 shares of the Companys common stock. On April 2, 2015, the Company issued a $60,000 one-year note bearing interest of 9% as part of the acquisition of the working interest in the Alberta oil and gas property. On April 6, 2017 the outstanding balance of $60,000 plus accrued interest of $8,107 was converted to 98,705 shares of the Companys common stock. On December 29, 2015, the Company issued a $17,500 note payable bearing interest of 6% to an unrelated party. The proceeds of the note were used for working capital. On April 4, 2016, the Company issued a $29,000 note payable bearing interest of 10% to an unrelated party. The proceeds of the note were used for working capital. On August 16, 2016, the Company issued a $17,000, 10% annual interest, demand note payable to a related party. On August 26, 2016, the Company issued two notes payable to unrelated parties for $300,000 that bear annual interest at 10%. The proceeds of the note were used to purchase Easy. On July 30, 2017, the Company issued a note payable on demand to an unrelated party for $50,000 that bears annual interest at 10%. The proceeds of the note were used to make a deposit for the planned purchase of a Florida Limited Liability Company as disclosed in Note 16. |
ADVANCES - RELATED PARTIES
ADVANCES - RELATED PARTIES | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 9 - ADVANCES - RELATED PARTIES | The Company received advances from two related parties totaling $76,546 and $76,546 as of September 30, 2017 and September 30, 2016, respectively. The advances are unsecured, do not have a term and carry no interest rate. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 10 - DERIVATIVE INSTRUMENTS | During the year ended September 30, 2016, the Company changed the conversion features on a convertible instrument that require liability classification under ASC 815. These instruments are measured at fair value at the end of each reporting period. (See Note 7). As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: · Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities · Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. · Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value. The following table sets forth by level within the fair value hierarchy the Companys financial assets and liabilities that were accounted for at fair value as of September 30, 2017 and 2016: Recurring Fair Value Measures Level 1 Level 2 Level 3 Total Derivative liabilities-Sept. 30, 2017 $ - $ - $ 2,684,146 $ 2,684,146 Derivative liabilities-Sept. 30, 2016 $ - $ - $ 1,507,277 $ 1,507,277 The following table represents the change in the fair value of the derivative liabilities during the year ended September 30, 2017 and 2016: Fair value of derivatives, September 30, 2015 $ 4,152,164 Change in fair value of derivative liability gain (2,644,887 ) Fair value of derivatives, September 30, 2016 1,507,277 Fair value of derivatives, September 30, 2016 1,507,277 Change in fair value of derivative liability - loss 1,176,869 Fair value of derivatives, September 30, 2017 $ 2,684,146 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 11 - EARNINGS (LOSS) PER SHARE | Earnings (loss) per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding is computed using the weighted average shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable upon the conversion of convertible debentures. The effect on the number of common shares outstanding assuming conversion of the convertible debentures as of September 30, 2017 would result in an increase of approximately 1,877,706 shares. The Company incurred an operating loss for the year ended September 30, 2017, accordingly, the convertible shares were not used to calculate EPS for that period due to their anti-dilutive effect. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 12 - ACQUISITIONS | On April 7, 2016, the Company entered into a membership purchase agreement with Creative whereby the Company purchased 100% of the membership interest for $25,000. On May 22, 2016, the "Company entered into a stock purchase agreement with Integrated. Pursuant to the agreement, the Company acquired 100% of the outstanding equity of Integrated in exchange for $300,000 and 50,000 shares of common stock of the Company. The common stock was valued at $1.00 per shares which was the closing price of the Companys common stock on May 22, 2016. On August 26, 2016, the Company purchased certain assets of Easy for an aggregate amount of $396,500 which includes 50,000 shares of common stock of the Company and $287,000 in cash. The common stock was valued at $2.19 per shares, which was the closing price of the Companys common stock on August 26, 2016. The Company purchased Creative, Integrated and Easy to integrate itself in the waste management business in southeastern region of the United States. The transactions are accounted for as business combinations in accordance with ASC 805. A summary of the purchase price allocations at fair value is below. Creative Integrated Easy Furniture and equipment $ - $ - $ 90,000 Deposit - - 7,000 Customer list 25,000 350,000 - License - - 150,000 Goodwill - - 149,500 Purchase price $ 25,000 $ 350,000 $ 396,500 The customer lists are being amortized over 24 months and licenses are not being amortized. The unaudited pro forma information showing the operating results as if all the acquisitions took place on October 1, 2014 is not currently available. |
EQUITY
EQUITY | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 13 - EQUITY | During the years ended September 30, 2017 and 2016 the Company issued 251,214 and 1,845,882 shares of common stock, respectively, upon the conversion of debt to equity. During the year ended September 30, 2016 the Company issued 100,000 common shares for the May 22, 2016 and August 26, 2016 acquisitions disclosed in Note 12 and the Company issued 377,000 common shares for cash at $1 per share. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 14 - INCOME TAXES | The Company has losses carried forward for income tax purposes through September 30, 2017. There are no current or deferred tax expenses for the years ended September 30, 2017 and 2016 due to the Companys loss position. The Company has fully reserved for any benefits of these losses utilizing a statutory federal income tax rate of 34%. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Companys ability to generate taxable income within the net operating loss carry-forward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes. The deferred income tax asset for the years ended September 30, 2017 and 2016 consists of the following: 2017 2016 Deferred income tax asset attributed to: Current operations $ 94,962 $ 73,393 Less: Change in valuation allowance (94,962 ) (73,393 ) Net refundable amount $ - $ - The composition of the Companys deferred tax assets as at September 30, 2017 and September 30, 2016 are as follows: September 30, 2017 Sept. 30, 2016 Income tax operating loss carryforward $ 2,875,794 $ 2,596,494 Statutory federal income tax rate 34 % 34 % Effective income rate 0 % 0 % Deferred tax assets: Net operating loss carryforward $ 914,020 $ 882,808 Amortization of intangible assets 82,497 18,747 Total deferred tax assets 996,517 901,555 Less: valuation allowance (996,517 ) (901,555 ) Net deferred tax asset - - The potential income tax benefit of these losses has been offset by a full valuation allowance. As of September 30, 2017, the Company has an unused net operating loss carry-forward balance of approximately $2,876,000 that is available to offset future taxable income. This unused net operating loss carry-forward balance expires between 2025 and 2036. The issuance of 2,532,054 shares of common stock during the year ended September 30, 2014 affected a change in control of the Company. Due to the change in control, the tax loss carryforward may only be used on a formula basis under IRS section 382 which will affect the benefit the Company can gain from the tax loss. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 15 - DISCONTINUED OPERATIONS | Prior to the business acquisitions referred to in Note 12, the Company operated in the oil and gas industry. The Company discontinued operating in the oil and gas industry and operates in the waste management industry. Accordingly, the financial statements for the year ended September 30, 2015 reflect a loss from discontinued operations from the oil and gas operations. The Company wrote-off an asset consisting of two oil and gas properties located in Alberta Canada in the September 30, 2015 fiscal year as disclosed in Note 6. The Company is actively seeking to dispose of the asset through a sale and will account for the disposition of this property as a discontinued operation. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 16 - COMMITMENTS AND CONTINGENCIES | Lease The Company leases operations facility located in Hollywood, FL under a long-term operating lease expiring in January 2018, with the option to renew for an additional five years. For the twelve months ended January 31, 2017 the base monthly rent was $4,650 plus sales tax. For the twelve months ended January 31, 2018 the base monthly rent is $4,850 plus sales tax. The lease was acquired with the acquisition of Easy. Rent expense was $61,131 and $7,229 for the years ended September 30, 2017 and 2016, respectively. As of September 30, 2017, future minimum annual payments, including sales tax, under operating lease agreements for fiscal year ending September 30 are as follows: 2017 $ -0- 2018 20,758 $ 20,758 Membership Purchase Agreement: On August 2, 2017, the Company entered into a Membership Purchase Agreement with a Florida based Limited Liability Company (LLC). Pursuant to the agreement, the Company will acquire 100% of the membership interests of the LLC for a $2,600,000 purchase price. The acquisition is contingent on the Companys raising of the funds needed to consummate the transaction. The Company made a non-refundable deposit of $50,000, an additional $943,371 is required at closing (net of closing credits) and the seller will provide $1,600,000 of financing. The closing date has been extended to January 31, 2018. |
MAJOR CUSTOMER
MAJOR CUSTOMER | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 17 - MAJOR CUSTOMER | The Company has a concentration risk in that one customer accounted for approximately 39.7% of its sales during the year ended September 30, 2017. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 18 - SUBSEQUENT EVENTS | In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that there are no material subsequent events that would require an adjustment to the financial statements. The following subsequent event is the sole disclosure that is required. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. |
Presentation | The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC). |
Principles of Consolidation | The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, 1030029 Ltd., Creative and Integrated. The operations of Creative and Integrated have only been consolidated since their respective dates of acquisition of April 7, 2016 and May 22, 2016. All material intercompany balances and transactions have been eliminated. |
Cash and Cash Equivalents | The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable | The Company grants credit to customers under credit terms that it believes are customary in the industry and does not require collateral to support customer receivables. The Company evaluates its provision for an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. At September 30, 2017 and September 30, 2016, the Companys allowance for doubtful accounts was $0. |
Revenue Recognition | The Company recognizes revenue from waste removal services it provides to its customers. The Companys revenue recognition policies comply with FASB ASC Topic 605. Revenue is recognized at the time the waste removal services are completed, when a formal arrangement exists, the price is fixed or determinable, and no other significant obligations of the Company exist and collectability is reasonably assured. |
Equipment | Equipment are carried at the cost of acquisition and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance is expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. |
Stock-Based Compensation | The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation Stock Compensation |
Related Parties | The Company follows ASC 850, Related Party Disclosures |
Long-lived Assets | The Company assesses long-lived assets, including intangible assets, for impairment in accordance with the provisions of FASB ASC 360 Property, Plant and Equipment |
Goodwill | Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under accounting requirements, goodwill is not amortized but is subject to annual impairment tests. The Company recorded goodwill of $149,500 related to its August 2016 acquisition of Easy. As of September 30, 2017 and September 30, 2016, the Company performed the required impairment review and concluded that the goodwill was not impaired. |
Basic and Diluted Earnings Per Share | Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
Income Taxes | Income taxes are provided in accordance with ASC Topic 740 Accounting for Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The adoption had no effect on the Companys consolidated financial statements. |
Reclassifications | Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on the previously reported net loss or stockholders deficit. |
Recently Issued Accounting Pronouncements | No new accounting pronouncements were issued during the year ended September 30, 2017 that would have a material effect on the Companys consolidated financial statements. |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Equipment Tables | |
Summary of equipment | Equipment $ 90,000 90,000 Less accumulated depreciation (19,500 ) Equipment, net $ 70,500 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Intangible Assets Tables | |
Summary of intangible assets | Customer lists $ 375,000 Licenses 150,000 525,000 Less accumulated amortization (252,083 ) Intangible assets, net $ 272,917 |
Summary of future amortization of intangible assets | Year ending September 30, 2018 $ 122,917 $ 122,917 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Intangible Assets Tables | |
Financial assets and liabilities that were accounted for at fair value | Recurring Fair Value Measures Level 1 Level 2 Level 3 Total Derivative liabilities-Sept. 30, 2017 $ - $ - $ 2,684,146 $ 2,684,146 Derivative liabilities-Sept. 30, 2016 $ - $ - $ 1,507,277 $ 1,507,277 |
Change in the fair value of the derivative liabilities | Fair value of derivatives, September 30, 2015 $ 4,152,164 Change in fair value of derivative liability gain (2,644,887 ) Fair value of derivatives, September 30, 2016 1,507,277 Fair value of derivatives, September 30, 2016 1,507,277 Change in fair value of derivative liability - loss 1,176,869 Fair value of derivatives, September 30, 2017 $ 2,684,146 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Acquisitions Tables | |
Summary of purchase price allocations at fair value | Creative Integrated Easy Furniture and equipment $ - $ - $ 90,000 Deposit - - 7,000 Customer list 25,000 350,000 - License - - 150,000 Goodwill - - 149,500 Purchase price $ 25,000 $ 350,000 $ 396,500 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Taxes Tables | |
Provision for refundable federal income tax | 2017 2016 Deferred income tax asset attributed to: Current operations $ 94,962 $ 73,393 Less: Change in valuation allowance (94,962 ) (73,393 ) Net refundable amount $ - $ - |
Composition of the Company's deferred tax assets | September 30, 2017 Sept. 30, 2016 Income tax operating loss carryforward $ 2,875,794 $ 2,596,494 Statutory federal income tax rate 34 % 34 % Effective income rate 0 % 0 % Deferred tax assets: Net operating loss carryforward $ 914,020 $ 882,808 Amortization of intangible assets 82,497 18,747 Total deferred tax assets 996,517 901,555 Less: valuation allowance (996,517 ) (901,555 ) Net deferred tax asset - - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Tables | |
Summary of future minimum annual payments under operating lease agreements | 2017 $ -0- 2018 20,758 $ 20,758 |
ORGANIZATION AND BASIS OF PRE32
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Apr. 07, 2016 | Aug. 26, 2016 | May 22, 2016 | Sep. 30, 2017 |
Entity incorporation date | Dec. 5, 2003 | |||
Entity incorporation state name | Nevada | |||
Name of acquired entity | Easy Disposal, Inc. | |||
Membership interest | $ 25,000 | |||
Percentage of membership purchase agreement | 100.00% | |||
Exchange of common stock, shares | 50,000 | |||
Aggregate amount of assets | $ 396,500 | |||
Share price | $ 2.19 | |||
Integrated [Member] | ||||
Name of acquired entity | Integrated Waste Transportation Services, Inc. | |||
Percentage of membership purchase agreement | 100.00% | |||
Exchange of common stock, shares | 50,000 | |||
Exchange of common stock, amount | $ 300,000 |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Impairment loss | ||
Goodwill | $ 149,500 | $ 149,500 |
Description of tax position recognized | Greater than 50% likely of being realized on examination. |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Notes to Financial Statements | ||
Accumulated deficit | $ (6,040,454) | $ (4,580,707) |
Loss from operations | $ (226,719) | $ (200,369) |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Equipment, gross | $ 90,000 | $ 90,000 |
Less accumulated depreciation | (19,500) | (1,500) |
Equipment, net | 70,500 | $ 88,500 |
Equipment [Member] | ||
Equipment, gross | $ 90,000 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Equipment Details Narrative | ||
Depreciation expense | $ 18,000 | $ 1,500 |
Equipment, gross | 90,000 | 90,000 |
Less accumulated depreciation | (19,500) | (1,500) |
Equipment, net | $ 70,500 | $ 88,500 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Intangible assets, gross | $ 525,000 | $ 525,000 |
Less accumulated amortization | (252,083) | (64,583) |
Intangible assets, net | 272,917 | 460,417 |
Customer Lists [Member] | ||
Intangible assets, gross | 375,000 | 375,000 |
Licenses [Member] | ||
Intangible assets, gross | $ 150,000 | $ 150,000 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | Sep. 30, 2017USD ($) |
Intangible Assets Details 1 | |
2,018 | $ 122,917 |
Future amortization of intangible assets | $ 122,917 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Amortization expense | $ 187,500 | $ 64,583 |
Intangible assets, gross | 525,000 | 525,000 |
Less accumulated amortization | (252,083) | (64,583) |
Intangible assets, net | 272,917 | 460,417 |
Customer Lists [Member] | ||
Intangible assets, gross | $ 375,000 | 375,000 |
Amortization period | 24 months | |
Licenses [Member] | ||
Intangible assets, gross | $ 150,000 | $ 150,000 |
ASSET HELD FOR SALE (Details Na
ASSET HELD FOR SALE (Details Narrative) | Apr. 14, 2015USD ($)Number | Sep. 30, 2017Number | Sep. 30, 2015USD ($) |
Asset Held For Sale Details Narrative | |||
Impairment charge from discontinued operation | $ 80,000 | ||
Number of producing oil and gas properties | Number | 2 | 2 | |
Acquisition of oil and gas properties | $ 80,000 |
CONVERTIBLE DEBENTURES - RELA41
CONVERTIBLE DEBENTURES - RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Feb. 23, 2015 | Jan. 15, 2015 | |
Convertible Debentures And Notes Payable - Related Parties Details Narrative | ||||||
Convertible debentures | $ 241,896 | $ 241,896 | $ 75,754 | $ 75,754 | ||
Conversion price interest | $ 0.15 | $ 0.35 | ||||
Other advances | $ 150,000 | $ 149,142 | ||||
Borrowing amount from other advances | $ 24,328 | $ 124,814 | ||||
Convertible Debentures And Notes Payable- Related Parties Advance | $ 149,142 | 149,142 | ||||
Closing price discount | 15.00% | |||||
Additional advance from shareholder | $ 50,000 | |||||
Fair value of the embedded debt derivative | $ 75,754 | |||||
Fair value of the embedded debt derivative dividend yield | 0.00% | |||||
Fair value of the embedded debt derivative expected volatility | 70.24% | |||||
Fair value of the embedded debt derivative weighted average risk-free interest rate | 1.29% | |||||
Fair value of the embedded debt derivative expected life | 1 year | |||||
Fair value of the embedded debt derivative common stock price | $ 3.25 | |||||
Fair value of the embedded debt derivative estimated fair value of the Company's common stock | $ 2,684,146 | |||||
Increase (decrease) in fair value | 1,176,869 | (2,644,887) | ||||
Beneficial conversion amount | $ 149,142 | |||||
Convertible debentures, related party | $ 224,896 | $ 224,896 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Apr. 06, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 30, 2017 | Aug. 26, 2016 | Aug. 16, 2016 | Apr. 04, 2016 | Dec. 29, 2015 | Apr. 02, 2015 | Jun. 02, 2014 |
Note payable | $ 396,500 | $ 488,489 | $ 50,000 | $ 300,000 | $ 17,000 | $ 29,000 | $ 17,500 | |||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 6.00% | |||||
Debt conversion converted amount, Principal | $ 173,338 | $ 23,074 | ||||||||
Ahbau Lake mining property [Member] | ||||||||||
Note payable | $ 81,989 | |||||||||
Interest rate | 10.00% | |||||||||
Ahbau Lake mining property [Member] | Notes Payable [Member] | ||||||||||
Debt conversion converted amount, Principal | $ 81,989 | |||||||||
Debt conversion converted amount, Accrued interest | $ 23,242 | |||||||||
Debt conversion converted instrument, Shares issued | 152,509 | |||||||||
Alberta oil and gas property [Member] | ||||||||||
Note payable | $ 60,000 | |||||||||
Interest rate | 9.00% | |||||||||
Alberta oil and gas property [Member] | Notes Payable [Member] | ||||||||||
Debt conversion converted amount, Principal | $ 60,000 | |||||||||
Debt conversion converted amount, Accrued interest | $ 8,107 | |||||||||
Debt conversion converted instrument, Shares issued | 98,705 |
ADVANCES - RELATED PARTIES (Det
ADVANCES - RELATED PARTIES (Details Narrative) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Advances - Related Parties Details Narrative | ||
Advances - related parties | $ 76,546 | $ 76,546 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Derivative liabilities | $ 2,684,146 | $ 1,507,277 |
Level 1 [Member] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Derivative liabilities | $ 2,684,146 | $ 1,507,277 |
DERIVATIVE INSTRUMENTS (Detai45
DERIVATIVE INSTRUMENTS (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments Details 1 | ||
Fair value of derivatives, Beginning | $ 1,507,277 | $ 4,152,164 |
Change in fair value of derivative liability- loss (gain) | 1,176,869 | (2,644,887) |
Fair value of derivatives, Ending | $ 2,684,146 | $ 1,507,277 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details Narrative) | Sep. 30, 2017shares |
Earnings Loss Per Share Details | |
Increase in common stock shares outstanding upon conversion of debentures | 1,877,706 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Creative [Member] | |
Furniture and equipment | |
Deposit | |
Customer list | 25,000 |
License | |
Goodwill | |
Purchase price | 25,000 |
Integrated [Member] | |
Furniture and equipment | |
Deposit | |
Customer list | 350,000 |
License | |
Goodwill | |
Purchase price | 350,000 |
Easy [Member] | |
Furniture and equipment | 90,000 |
Deposit | 7,000 |
Customer list | |
License | 150,000 |
Goodwill | 149,500 |
Purchase price | $ 396,500 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 26, 2016 | May 22, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 07, 2016 | |
Common stock amount | $ 6,011 | $ 5,760 | |||
Aggregate amount of assets | $ 396,500 | ||||
Exchange of common stock, shares | 50,000 | ||||
Customer Lists [Member] | |||||
Amortization period | 24 months | ||||
Creative [Member] | |||||
Membership percentage | 100.00% | ||||
Membership amount | $ 25,000 | ||||
Integrated [Member] | |||||
Acquired equity percentage | 100.00% | ||||
Common stock price per share | $ 1 | ||||
Common stock amount | $ 50,000 | ||||
Exchange of common stock, shares | 50,000 | ||||
Exchange of common stock, amount | $ 300,000 | ||||
Easy [Member] | |||||
Common stock price per share | $ 2.19 | ||||
Common stock amount | $ 287,000 | ||||
Aggregate amount of assets | $ 396,500 | ||||
Exchange of common stock, shares | 50,000 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Common stock issued upon conversion of debt | $ 251,214 | $ 1,845,882 |
May 22 2016 and August 26 2016 [Member] | ||
Common stock issued for acquisition | 100,000 | |
Common stock price per share | $ 1 | |
Common stock shares issued for cash | 377,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Deferred tax asset attributable to: | ||
Current operations | $ 94,962 | $ 73,393 |
Less: Change in valuation allowance | (94,962) | (73,393) |
Net refundable amount |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Taxes Details 1 | ||
Income tax operating loss carry-forward | $ 2,875,794 | $ 2,596,494 |
Statutory federal income tax rate | 34.00% | 34.00% |
Effective income tax rate | 0.00% | 0.00% |
Deferred tax assets | ||
Net operating loss carryforward | $ 914,020 | $ 882,808 |
Amortization of intangible assets | 82,497 | 18,747 |
Total deferred tax assets | 996,517 | 901,555 |
Less: Valuation allowance | (996,517) | (901,555) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2014 | |
Income Taxes Details Narrative | |||
Statutory federal income tax rate | 34.00% | 34.00% | |
Income tax operating loss carry-forward | $ 2,875,794 | $ 2,596,494 | |
Net operating loss carry forwards, expiration period | Expires between 2025 and 2036. | ||
Issuance of common shares | 2,532,054 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - Number | Apr. 14, 2015 | Sep. 30, 2017 |
Discontinued Operations Details Narrative | ||
Number of oil and gas properties written-off | 2 | 2 |
COMMITMENTS AND CONTINGENCIES54
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2017USD ($) |
Future minimum annual payments under operating lease | |
2,017 | $ 0 |
2,018 | 20,758 |
Total | $ 20,758 |
COMMITMENTS AND CONTINGENCIES55
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Aug. 02, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Oerating lease expiry date | Jan. 31, 2018 | ||
Rent expense | $ 61,131 | $ 7,229 | |
2017 [Member] | |||
Base monthly rent and sales tax | 4,650 | ||
2018 [Member] | |||
Base monthly rent and sales tax | $ 4,850 | ||
Renewal option | 5 years | ||
Membership Purchase Agreement [Member] | Florida based Limited Liability Company [Member] | |||
Business acquisition, Membership interests | 100.00% | ||
Membership interests, Purchase price | $ 2,600,000 | ||
Business acquisition, Non-refundable deposits | 50,000 | ||
Business acquisition, Consideration payable in cash | 943,371 | ||
Business acquisition, Loan payable amount | $ 1,600,000 | ||
Closing date of the agreement | Jan. 31, 2018 |
MAJOR CUSTOMER (Details Narrati
MAJOR CUSTOMER (Details Narrative) | 12 Months Ended |
Sep. 30, 2017 | |
One Customer [Member] | |
Concentration risk | 39.70% |