Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2021 | Feb. 16, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 000-52944 | |
Entity Registrant Name | Clickstream Corporation | |
Entity Central Index Key | 0001393548 | |
Entity Tax Identification Number | 46-5582243 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 8549 Wilshire Blvd | |
Entity Address, Address Line Two | Suite 2181 | |
Entity Address, City or Town | Beverly Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90211 | |
City Area Code | 213 | |
Local Phone Number | 205-0684 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | CLIS | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 307,785,338 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Current assets | ||
Cash | $ 726,000 | $ 422,000 |
Prepaid expenses | 243,000 | 102,000 |
Note receivable and accrued interest - Winners Inc. - Related Party | 152,000 | 556,000 |
Total current assets | 1,121,000 | 1,080,000 |
Investment in equity method investee - Winners, Inc. - Related Party | 105,000 | |
Total assets | 1,121,000 | 1,185,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 181,000 | 207,000 |
Convertible notes payable, net of discounts of $104,000 and plus premium of $62,000 at December 31, 2021 | 744,000 | |
Total current liabilities | 925,000 | 207,000 |
Total liabilities | 925,000 | 207,000 |
Commitments and contingencies (Note 13) | ||
Series A Convertible Preferred stock, par value $0.001, 10,000,000 shares authorized, 4,000,000 shares issued and outstanding as of December 31, 2021 and September 30, 2021, respectively | 50,000 | 50,000 |
Stockholders’ Equity | ||
Common stock, par value $0.0001, 2,000,000,000 shares authorized, 302,785,338 and 279,437,804, shares issued and outstanding as of December 31, 2021 and September 30, 2021, respectively | 30,000 | 28,000 |
Common stock issuable, 140,000 shares as of December 31, 2021 and September 30, 2021, respectively | ||
Additional paid-in capital | 15,789,000 | 14,464,000 |
Accumulated deficit | (15,673,000) | (13,564,000) |
Total stockholders’ equity | 146,000 | 928,000 |
Total liabilities and stockholders’ equity | $ 1,121,000 | $ 1,185,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Convertible notes payable, net of discounts and premium | $ 104,000 | $ 62,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 302,785,338 | 279,437,804 |
Common Stock, Shares, Outstanding | 302,785,338 | 279,437,804 |
Common stock, shares issuable | $ 140,000 | $ 140,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Outstanding | 4,000,000 | 4,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating Expenses: | ||
Research and development | 82,000 | 233,000 |
General and administrative | 1,701,000 | 731,000 |
Loss from Operations | 1,783,000 | 964,000 |
Other (Income) Expense | ||
Settlement of employment agreement | 146,000 | |
Amortization of debt discount | 27,000 | |
Interest expense | 69,000 | |
Interest income | (21,000) | |
Total Other (Income) Expense, net | 221,000 | |
Loss before equity method investee loss | (2,004,000) | (964,000) |
Loss of equity method investee | (105,000) | |
Net loss | $ (2,109,000) | $ (964,000) |
Net loss per share | ||
Basic and diluted | $ (0.01) | $ 0 |
Weighted average common shares outstanding | ||
Basic and diluted | 292,990,766 | 223,664,973 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Sep. 30, 2020 | $ 22,000 | $ 10,001,000 | $ (5,778,000) | $ 4,245,000 | |
Beginning balance at Sep. 30, 2020 | 220,560,625 | 140,000 | |||
Issuance of common stock for services | 8,000 | 8,000 | |||
Issuance of common stock for services, shares | 100,000 | ||||
Net loss | (964,000) | (964,000) | |||
Issuance of common stock for acquisition of Nebula Software Corp. | $ 1,000 | 127,000 | 128,000 | ||
Issuance of common stock for acquisition of Nebula Software Corp, shares | 10,000,000 | ||||
Ending balance, value at Dec. 31, 2020 | $ 23,000 | 10,136,000 | (6,742,000) | 3,417,000 | |
Ending balance at Dec. 31, 2020 | 230,660,625 | 140,000 | |||
Beginning balance, value at Sep. 30, 2021 | $ 28,000 | 14,464,000 | (13,564,000) | 928,000 | |
Beginning balance at Sep. 30, 2021 | 279,437,804 | 140,000 | |||
Issuance of common stock for services | $ 1,000 | 421,000 | 422,000 | ||
Issuance of common stock for services, shares | 6,797,534 | ||||
Issuance of common stock for private placement | $ 1,000 | 749,000 | 750,000 | ||
Issuance of common stock for private placement, shares | 15,000,000 | ||||
Issuance of stock for settlement of employment agreement | 155,000 | 155,000 | |||
Issuance of stock for settlement of debt, shares | 1,550,000 | ||||
Net loss | (2,109,000) | (2,109,000) | |||
Ending balance, value at Dec. 31, 2021 | $ 30,000 | $ 15,789,000 | $ (15,673,000) | $ 146,000 | |
Ending balance at Dec. 31, 2021 | 302,785,338 | 140,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,109,000) | $ (964,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 27,000 | |
Premium on debt | 62,000 | |
Settlement of employment agreement | 146,000 | |
Amortization of prepaid stock compensation | 364,000 | |
Stock based compensation | 423,000 | |
Loss of equity method investee | 105,000 | |
Effect of changes in: | ||
Prepaid expenses | (141,000) | 8,000 |
Interest receivable | (21,000) | |
Accounts payable and accrued expenses | (17,000) | (123,000) |
Net Cash Used in Operating Activities | (1,525,000) | (715,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Advance to Winners, Inc. | (315,000) | |
Repayment received on advance to Winners, Inc. | 425,000 | |
Net Cash Provided by (Used in) Investing Activities | 425,000 | (315,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of notes payable | 654,000 | |
Proceeds from private placement offering | 750,000 | |
Net Cash Provided by Financing Activities | 1,404,000 | |
Net Increase (Decrease) in Cash | 304,000 | (1,030,000) |
Cash at Beginning of Period | 422,000 | 3,015,000 |
Cash at End of Period | 726,000 | 1,985,000 |
Cash paid during the period for: | ||
Interest | ||
Income taxes paid | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued expense settled with common stock | 9,000 | |
Discounts recorded on debt | $ 131,000 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations Clickstream Corp. (“Clickstream,” “CLIS”, “we”, “our” or “the Company”), and its operating subsidiaries, have developed a free to play gaming app, WinQuikTM, based on an analytics platform that caters to the untapped market of casual users that will spend a few seconds to interact with a platform for free in order to win real money. Our primary target is not the sports betters or the fantasy players, who will join over time, but rather individuals who enjoy the low barrier to entry of entering a quick contest (short time investment) with the chance to win a prize (thrill of winning something for free). Our games will initially be quick to play quiz type games that allow the user to get involved in around 20 seconds, and then receive results from push notifications. Game types are set up dynamically. Because the format doesn’t change, we can run games nightly for professional sports entities such as the NBA, NHL, and NFL to individual events such as the Oscars, other awards shows, and new sporting events such as Soccer and NASCAR. Games and events can be automated from the backend of the operating system and launched automatically. Application Programming Interface (API) are plugged in to track results in real time, and there is a manual option to allow customs events that can be run through the platform. In December 2020, the Company acquired Nebula Software Corp. (“NSC”) owner of HeyPalTM, a language exchange platform which allows users from around the world to learn new languages through interactive change and social posts. The Company is currently in the process of commercializing this platform. In November 2021, the Company launched its Android version of HeyPal™ in the Google Play Store. In March 2021, the Company acquired Rebel Blockchain, Inc. (“RBI”) which has successfully launched the Beta version of its Nifter™ Music NFT Marketplace globally. Nifter™ allows artists to create, sell and discover unique music and sound NFTs. NFTs, or non-fungible tokens, are a new type of digital asset made possible through blockchain technology. NFTs can be created from any digital asset, including music and audio files, thus creating new streams of revenues for artists. The Nifter™ marketplace allows for the creation, buying and selling of these music NFTs. In September 2021, the Company acquired approximately 53% of Winners, Inc. (WNRS) which together with its prior holdings gives an approximate 55% interest in the common stock of WNRS. Due to the existence of super-voting preferred stock of WNRS, the Company has a vote of approximately 5%. However, management has concluded that Winners, Inc and its subsidiary VegasWinners, Inc. should be considered as an investment in equity method investee. (See Note 6) The Schedule of subsidiary Company Incorporation State Clickstream September Nevada Nebula December Delaware Rebel March Montana Impact of COVID-19 The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, distribution centers, or logistics and other service providers. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for products and services and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. We have implemented adjustments to our operations designed to keep employees safe and comply with international, federal, state, and local guidelines, including those regarding social distancing. The extent to which COVID-19 may further impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence. In response to COVID- 19, the United States government has passed legislation and taken other actions to provide financial relief to companies and other organizations affected by the pandemic. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition, and results of operations. To date, the Company has not experienced any significant economic impact due to COVID- 19. Going These condensed As reflected in the accompanying consolidated financial statements, for the three months ended December 31, 2021, ● Net 2,109,000 ● Net 1,525,000 Additionally, ● Accumulated 15,673,000 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and 726,000 perating activities for The Company has incurred significant losses since its inception and has not demonstrated comprehensive If the Company does not obtain additional capital, the Company will be required to reduce the scope of its These factors create substantial doubt about the Company’s ability to continue as a going adjustments that might of business. Management’s ● Pursuing ● Continuing to explore and execute opportunities; ● Identifying |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange commission for interim financial information, which includes consolidated interim financial statements and present their consolidated interim financial statements of the Accompany and its wholly-owned subsidiaries as of December 31, 2021. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows have been made. These adjustments consist of normal and recurring adjustments. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended September 30, 2021, and footnotes thereto included in the Company’s Report on Form 10-K filed with the SEC on February 11, 2022. The results of operations for the three months ended December 31, 2021, are not necessarily indicative of the results expected for the full year. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and Significant estimates during the periods ended December 31, 2021 and 2020, respectively, include relative fair value of assets acquired, valuation of intangible assets for impairment testing, valuation of stock-based compensation, and the valuation allowance on deferred tax assets. Asset Acquisitions The Equity Method Investment The equity method is applied to investments in affiliated companies and joint ventures. An affiliated company is an entity which is not controlled by the Company but for which the Company is able to exert significant influence over the decisions on financial and operating business policies. If the Company has 20% or more but not more than 50% of the voting rights of another entity, the Company is presumed to have significant influence over that entity however, if a company has less than 20% of the voting rights and is able to exert significant influence the equity method should be applied. Under the equity method, the investment in an affiliated company or joint venture is initially recognized at cost and the carrying amount is increased or decreased to recognize the Company’s share of the net income or loss of the affiliated company or joint venture. When the Company’s share of losses of an affiliated company equals or exceeds it interest in the affiliated company or joint venture, the Company discontinues recognizing its share of further losses. All intercompany profits have been eliminated in proportion to interests in affiliated companies or joint ventures. Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The Management has determined that the Company has one operating segment. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and change in The variability in sales and earnings. The Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and measurement. The The ● Level ● Level ● Level 3—Unobservable inputs that are supported by little or no market The determination of fair value and the assessment of a measurement’s placement within Although the Company believes that the recorded fair value of our financial instruments is The Company recorded intangible assets for an asset acquisition (See Note 4). The Company performs impairment tests on these assets to reduce such asset to their fair value as applicable. These are considered level 3 non-recurring fair value measurements. The Company may use both qualitative and quantitative techniques such as the income method to value such assets. At September 30, 2021, the Company recorded impairment of intangible assets of $ 128,000 The ASC 825-10 “Financial Instruments” Cash and Cash Equivalents and Concentration of Credit Risk For At December 31, 2021 and September 30, 2021, respectively, the Company did not have any cash equivalents. The 210,000 225,000 172,000 Impairment of Long-lived Assets Management evaluates the recoverability “Impairment or Disposal of Long- If impairment is indicated based on a comparison of the assets’ carrying values and the Management reviews the carrying value of its property and equipment whenever events or Investments Equity investments with readily determinable fair values are measured at fair value. Equity investments without readily determinable fair values are measured using the equity method or measured at cost with adjustments for observable changes in price or impairments (referred to as the measurement alternative). We perform a qualitative assessment on an annual basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded as part of other (income) Income Taxes The “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the The Company recognizes interest and penalties related to uncertain income tax positions in As In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security CARES Act 2017 In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable Advertising Costs Advertising costs are expensed as incurred. The Company recognized $ 288,000 0 Research and Development Costs Research and development costs consist of expenditures for the research and development Stock-Based Compensation We “Compensation measured at the grant date based on the value of the Basic and Diluted Earnings(Loss) per Share Pursuant The Schedule of potentially dilutive equity securities December 31, 2021 September 30, 2021 Series A, convertible preferred stock (1) 400,000,000 400,000,000 Convertible notes payable 26,749,254 0 Total common stock equivalents 426,749,254 400,000,000 (1) each share converts to 100 shares of common stock Based Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of ASU’s to the In Measurement Financial In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted this pronouncement on January 1, 2021; however, the adoption of this standard did not have material effect on the Company’s consolidated financial statements. However, based on the Company’s history In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other (Subtopic |
Note Receivable, Investment In
Note Receivable, Investment In and Option to Acquire Common Shares - Winners, Inc. – Related Party | 3 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Note Receivable, Investment In and Option to Acquire Common Shares - Winners, Inc. – Related Party | Note 3 – Note Receivable, Investment In and Option to Acquire Common Shares - Winners, Inc. – Related Party During the year ended September 30, 2020, the Company completed certain transactions with Winners Inc., formerly known as GoooGreen, Inc. (OTC:WNRS) (www.vegaswinners.com). Winners, Inc. is engaged in the business of sports gambling research, data, advice, analysis and predictions utilizing all available media, advertising formats and its database of users. The business and customers of Winners is expected to compliment and benefit that of the Company. These transactions are considered related party transactions since certain officers and members’ of the Company’s Board of Directors are also members of Winner’s Inc. Board of Directors. On September 8, 2021 the Company exercised the option to acquire common shares of Winners, Inc and the Company recorded the investment using the equity method of accounting and reflecting it as an equity method investee. These transactions are as follows: Schedule of note receivable 12/31/2021 9/30/2021 A. Notes Receivable $ 90,000 $ 515,000 B. Accrued interest income 62,000 41,000 C. Investment in Winners, Inc. — — D. Option to acquire common shares of Winners, Inc. — — E. Investment in Winners, Inc. equity investment method — 105,000 $ 152,000 $ 661,000 A. Notes In July, 2020, the Company received a promissory note in the amount of $350,000 from Winners Inc., formerly known as GoooGreen, Inc. in exchange for cash. Winners Inc. (OTC:WNRS)(www.vegaswinners.com) is engaged in the business of sports gambling research, data, advice, analysis and predictions utilizing all available media, advertising formats and its database of users. The business and customers of Winners is expected to compliment and benefit that of the Company. The note is secured by all tangible and intangible assets of Winners Inc., bears interest at a rate of 10% per annum and matured on August 11, 2021. Subsequent to the receipt of the promissory note, a total of $150,000 has been collected. The balance of the note receivable as of September 30, 2020 is $ 200,000 During the year ended September, 2021, the Company received two promissory notes from Winners Inc. in the aggregate of $ 315,000 During the three months ended December 31, 2021 the Company received $ 425,000 The balance of the notes receivable as of December 31, 2021 is $90,000, which is past due. B. Accrued interest income During the three months ended December 31, 2021, the Company recorded interest income receivable of $ 21,000 62,000 C. Investment in Winners In July 2020, the Company purchased 500,000 shares of Winners Inc. common stock representing approximately 3% of Winners, Inc. issued and outstanding common stock in exchange for cash of $50,000. The Company accounted for the investment to Winners Inc. pursuant to ASC 320, Investments - Debt and Equity, as the Company’s equity interest does not give it the ability to exercise significant influence (generally less than 20% of an investee’s equity) and accounts for the investment at fair value. The investment is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. As of September 30, 2020, the investment had a fair value of $ 35,000 15,000 On September 8, 2021 the Company started accounting for its investment in Winners, Inc as an equity method investment (See Note 6) D. Option to acquire common shares of Winners, In August 2020, the Company obtained an option as amended from Thomas Terwilliger, Winners Inc.’s Chief Executive Officer and shareholder, to purchase 149,012,000 (14,901,200 pre-split) common shares for $175,000 for which the Company has provided The Company followed the guidance of ASC 321, Investment – Equity Securities and accounted the option at cost of $100,000 at September 30, 2020. The remaining balance of $75,000 was paid to Mr. Terwilliger and the option was exercised on September 8, 2021. (See Note 6) E. Investment in equity method investee - Winners, Inc. The remaining balance of $75,000 was paid to Mr. Terwilliger and the option was exercised on September 8, 2021. The Company followed the guidance of ASC 323, Investment - Equity Method and Joint Ventures (See Note 6) |
Acquisition of Nebula Software
Acquisition of Nebula Software Corp. (Asset Purchase | 3 Months Ended |
Dec. 31, 2021 | |
Acquisition Of Nebula Software Corp. Asset Purchase | |
Acquisition of Nebula Software Corp. (Asset Purchase | Note 4– Acquisition of Nebula Software Corp. (Asset Purchase On December 3, 2020, the Company acquired 100% of the outstanding shares of Nebula in exchange for 10,000,000 shares of common stock having a fair value of $128,000 ($0.0128/share), based upon the quoted closing trading price. The $128,000 was recorded as an intangible asset. In addition there was 10,000,000 additional common shares due as contingent consideration upon the launch of HeyPal™ App without major software bugs which inhibit large functionality. These were issued and accounted for as a $2,370,000 expense in March 2021 when the contingency occurred, which is included in general and administrative expenses. With the acquisition, the Company is able to consolidate and complement existing content operations, trained workforce, proprietary software and operating platform, and the opportunity to generate future synergies with our existing business. The Company has included the results of operations of Nebula from the acquisition date through the end of the period. There were no acquisition related costs. Pursuant to ASU 2017-01, Business Combinations (Topic 805): “Clarifying the Definition of a Business”, this acquisition was determined to be that of an asset and not a business, therefore, there was not a business combination requiring acquisition accounting or related financial reporting. Since this was deemed to be an asset purchase, this did not result in the recognition of goodwill. During the year ended September 30, 2021, the Company recorded an impairment expense of $ 128,000 |
Acquisition of Rebel Blockchain
Acquisition of Rebel Blockchain, Inc. (“RBI”) (Asset Purchase) | 3 Months Ended |
Dec. 31, 2021 | |
Acquisition Of Rebel Blockchain Inc. Rbi | |
Acquisition of Rebel Blockchain, Inc. (“RBI”) (Asset Purchase) | Note 5 – Acquisition of Rebel Blockchain, Inc. (“RBI”) (Asset Purchase) On March 19, 2021, the Company acquired 100% of Rebel Blockchain, Inc. (a start-up) in exchange for a contingent consideration arrangement for additional compensation in the form of up to 15,000,000 of CLIS common shares Pursuant to the agreement, the Company would be required to issue milestone payments in the form of common stock as follows: ● 2,000,000 shares upon launch of Nifter™ marketplace without major software bugs which inhibit large functionality subject to and issuable upon CLIS common stock 10-day volume weighted minimum average price per share of $0.30 within 15 days of the benchmark being reached. ● 3,000,000 shares upon reaching $100,000 in monthly gross merchandise value on the Nifter™ platform subject to and issuable upon CLIS common stock 10-day volume weighted minimum average price per share of $0.50 within 15 days of the benchmark being reached. ● 4,000,000 shares upon reaching $1,000,000 in yearly gross merchandise value on the Nifter™ platform subject to and issuable upon CLIS common stock 10-day volume weighted minimum average price per share of $0.75 within 15 days of the benchmark being reached. ● 6,000,000 shares upon reaching $10,000,000 in 3-year gross merchandise value on the Nifter™ platform subject to and issuable upon CLIS common stock 10-day volume weighted minimum average price per share of $ 1.00 within 15 days of the benchmark being reached. As of the issuance date of this report, no contingency has been met and no contingent shares have been issued. Pursuant to ASU 2017-01, Business Combinations (Topic 805): “Clarifying the Definition of a Business”, this acquisition was determined to be that of an asset and not a business, therefore, there was not a business combination requiring acquisition accounting or related financial reporting. Since this was deemed to be an asset purchase, this did not result in the recognition of goodwill and no assets or liabilities were recorded on the acquisition date as there was no initial consideration. |
Equity Method Investment - Rela
Equity Method Investment - Related Party | 3 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment - Related Party | Note 6 – Equity Method Investment - Related Party In fiscal 2020, the Company was granted by Thomas Terwilliger, Winners Inc.’s Chief Executive Officer an option to purchase 149,012,000 shares owned by him representing approximately 83.3% of the Winners Inc.’s then outstanding common stock for $175,000 for which the Company has provided a $100,000 non-refundable deposit in 2020. On September 8, 2021 the Company completed the option exercise and paid the remaining $75,000. Prior to the exercise of the option, the Company owned 5,000,000 shares of Winners, Inc. With the exercise of the option, the Company now owns 154,012,000 shares of the common stock of Winners, Inc. The total shares outstanding of Winners, Inc. on the date of exercise was 280,090,934. As a result the Company owned approximately 55% of Winners, Inc. common shares but does not have voting control due to the outstanding Series A preferred stock which has super-voting rights (See Below) Winners, Inc has outstanding Redeemable Preferred Stock with the following terms: ● 100,000,000 shares authorized ● Par value – $0.001 ● Convertible – one hundred (100) shares of common stock for each one (1) share of preferred stock ● Dividends – para passu with common stock ● Voting - equivalent to the as converted number of common shares (100:1) ● Liquidation value – no stated value but para passu with common stock on an as converted basis Deemed liquidation provision relating to any reorganization, recapitalization, reclassification, consolidation or merger. ● Convertible – Automatic upon the later of (a) written consent of at least a majority of the then outstanding Series A preferred stock or (b) January 1, 2023. ● Anti-dilution rights – Ability to maintain a 90% interest on a fully-diluted basis of all common stock and related common stock equivalents for the period ending January 1, 2024. There are 9,000,000 Series A preferred shares issued and outstanding. The total voting power of those shares is 900,000,000 votes. The Company conducted an analysis to determine the proper accounting method and although Clickstream directly holds less than 20% of the vote of Winners (approximately 5.5%), Clickstream can exert influence over Winners due to among other reasons, voting shares held by related parties of Clickstream and board representation. Therefore, the Company determined that the investment should be recorded pursuant ASC 323, Investment - Equity Method and Joint Ventures. Accordingly, the Company has recognized the investment in Winners and its subsidiary VegasWinners, Inc. effective September 8, 2021 as an equity method investment. At September 30, 2021 the underlying equity in net assets of Winners, Inc and its subsidiary was $1,456,000. The Company owns 54.99% of the common stock of Winners, Inc., or $800,000. The book value on the initial date of September 8, 2021 is $192,000. Therefore the book value exceeds the purchase price of $192,000 (See table below) by $608,000. Consideration Paid: Schedule of purchase price allocation Fair Value Cash $ 175,000 Pre-existing investment at fair value $ 17,000 Total consideration paid $ 192,000 The Company measured the fair value per share of the outstanding capital stock on the initial date of September 8, 2021 utilizing a dribble out method which resulted in a fair value of the pre-existing interest of $17,000. A loss of $18,000 was recognized in operations on September 8, 2021, the re-measurement to fair value of the pre-existing equity interest held. Schedule of remeasurement of fair value of equity interest December 31, 2021 Initial recognition, September 8, 2021 $ 192,000 Loss of equity method investee (87,000 ) Investment in equity method investee - Winners, Inc. Sept 30, 2021 $ 105,000 Loss of equity method investee (105,000 ) Investment in equity method investee - Winners, Inc. Dec. 31, 2021 $ — As of December 31, 2021, the Company owns 154,012,000 shares of Winners, Inc. The quoted closing price on that date was $.0161. As such, the market value of the investment based on the closing price is $2,479,593. |
Notes Payable
Notes Payable | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – Notes Payable On December 9, 2021, the Company issued a convertible note payable in the aggregate of $169,000 in exchange for cash of $154,000, representing an original issue discount (OID) of $15,000. A one-time interest charge of 10% was applied and $17,000 was added to the principal with an offsetting initial debt discount of $17,000. The principal and interest is to be paid equally over ten consecutive payments for a total of $186,000, with a final maturity date of December 9, 2022. First payment was due January 10, 2022 and was paid by the Company. There is a cross-default provision whereby the note becomes immediately due in the event of default and the total obligation is equal to 150% times of the then outstanding balance plus default interest. If any of the following events of default listed below shall occur, and if the borrower fails to pay the default amount within five (5) business days of written notice that such amount is due and payable, then the holder shall have the right at any time, to convert the balance owed pursuant to the note including the default amount into shares of common stock of the Company as set forth herein. Failure to Pay Principal and Interest Breach of Covenants Breach of Representations and Warranties Receiver or Trustee Bankruptcy Delisting of Common Stock Failure to Comply with the Exchange Act Liquidation Cessation of Operations Financial Statement Restatement Replacement of Transfer Agent Cross-Default The note is convertible with a conversion price of 75% of the lowest trading price during the ten trading days prior to the conversion date. The OID was accounted as debt discount and will be amortized to interest expense over the term of the note payable. The note will be treated as stock settled debt. As such, the company recorded a debt premium of $62,000. During the three months ended December 31, 2021 the Company amortized $2,000 of debt discount and accrued interest of $1,000. As of December 31, 2021, outstanding balance of the note payable was as follow: Schedule Of outstanding Balance Note Payable Note principal $ 169,000 Prepaid interest added to principal 17,000 Unamortized prepaid interest discount (16,000 ) Unamortized OID discount (14,000 ) Debt premium 62,000 $ 218,000 On November 16, 2021, the Company issued a convertible note payable in the aggregate of $600,000 in exchange for cash of $500,000, representing an original issue discount (OID) of $100,000. The note bears interest at 8% per annum and all principal and unpaid interest are due and payable on maturity on May 16, 2022. From the period commencing February 16, 2022 and terminating on maturity date, the noteholder has the right to exchange the principal plus accrued interest into shares of the Company’s qualified Reg A offering. The note is convertible with a conversion price of $0.04 per share provided that number of shares beneficially owned by the noteholder and its affiliates results in the beneficial ownership exceeding 4.99% of the then outstanding shares of common stock. In the event of default the entire unpaid principal and accrued interest become immediately due and payable upon the occurrence of any of the following events: (a) any failure on the part of the Company to make any payment under this Note when due, and such failure continues for five (5) days after the due date; accrued interest shall default to the maximum legal rate. (b) the Company’s commencement (or take any action for the purpose of commencing) of any proceeding under any bankruptcy, or for the reorganization of any party liable hereon, whether as maker, endorser, guarantor, surety or otherwise, or for the readjustment of any of the debts of any of the foregoing parties, under the Federal Bankruptcy Code, as amended, or any part thereof, or under any other laws, whether state or Federal, for the relief of debtors, now or hereafter existing, by any of the foregoing parties, or against any of the foregoing parties; (c) a proceeding shall be commenced against the Company under any bankruptcy, reorganization, arrangement, readjustment of debt, moratorium or similar law or statute and relief is ordered against such party, or the proceeding is controverted but is not dismissed within thirty (30) days after the commencement thereof; (d) the appointment of a receiver, trustee or custodian for all or substantially all of the assets of the Company, which appointment remains in place for at least one hundred twenty (120) days, the dissolution or liquidation of the Company; or (e) the admission by the Company of its inability to pay its debts as they mature, or an assignment for the benefit of the creditors of the Company. The OID has been accounted as debt discount and will be amortized to interest expense over the term of the notes payable. During the three months ended December 31, 2021 the Company amortized $26,000 of debt discount and accrued interest of $4,000. The note payable balance was as follows at December 31, 2021: Schedule of Note Payable Note principal $ 600,000 Unamortized OID discount (74,000 ) $ 526,000 In addition, the Company has reserved a total 43,296,296 shares as per the notes payable agreements. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8– Related Party Transactions Consulting Agreements: During fiscal 2020, the company executed consulting agreements with shareholders and/or officers of the Company ranging from 12 months to 36 months. During the three months ended December 31, 2021 and 2020, the Company recognized consulting expense – related parties of $422,000 and $244,000, respectively. Winners Inc: During the three months ended December 31, 2021, the Company received a $ 425,000 |
Convertible Series A Preferred
Convertible Series A Preferred Stock | 3 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Convertible Series A Preferred Stock | Note 9– Convertible Series A Preferred Stock Issuance of Series A Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock and has designated 4,000,000 preferred shares as Series A preferred. The Series A has the following rights and privileges as amended: ● have a conversion rate of 100 shares of Common Stock for each share of Preferred Stock; ● shall be treated pari passu with Common Stock except that the dividend on each share of Preferred Stock shall be the amount of dividend declared and paid on each share of common stock multiplied by the Conversion rate; ● shall be treated pari passu with Common Stock except that the liquidation payment on each share of Series A Convertible Preferred Stock shall be equal to the amount of the payment on each share of Common Stock multiplied by the Conversion Rate; ● shall vote on all matters as a class with the holders of Common Stock and each share of Series A Convertible Preferred Stock shall be entitled to the number of votes per share equal to the Conversion Rate; ● shall automatically be converted into shares of common stock at its then effective Conversion Rate upon the latest of: a. The closing of either a Form S-1 Registration or Form 1-A Offering under the Securities Act of 1933, as amended, b. The written consent of the holders of at least a majority of the then outstanding Series A Convertible Preferred stock; and c. January 1, 2022 ● shall have anti-dilution rights (the “Anti-Dilution Rights”) during the Two-year period after the Series A Convertible Preferred converted into shares of Common Stock at its then effective conversion Rate. The anti- dilution rights shall be a pro-rata to the holder’s ownership of the Series A Convertible Preferred Stock. The company agrees to assure that the holders of the Series A Convertible Preferred Stock shall have and maintain at all times, full ratchet anti-dilution protection rights as to the total number of issued and outstanding shares of common stock and preferred stock of the Company from time to time, at the rate of 80%, calculated on a fully- diluted basis. In the event that the Company issues any shares of common stock, preferred stock or any security convertible into or exchangeable for common stock or preferred stock to any person or entity, the Company agrees to undertake all necessary measures as may be necessary or expedient to accommodate its performance under this Series A Convertible Preferred Stock Designation, including, without limitation, the amendment of its articles of incorporation to the extent necessary to provide for a sufficient number of shares of authorized common stock or preferred stock to be issued to Series A Convertible Preferred Stock holders so as to maintain in Series Issuance of Series A Convertible Preferred Stock During the year ended September 30, 2020, the Company issued 1,000,000 shares of Series A Convertible Preferred Stock (Series A) in exchange for cash of $12,000 or $0.0125 per share. In addition, the Company issued 2,000,000 shares of its Series A to two non-related consultants for services rendered and 1,000,000 shares of its Series A to a related party pursuant to a consulting agreement with a total fair value of $38,000 which was based on the cash selling price of the Series A of $0.0125 per share The Company considered accounting guidance to determine the appropriate Inherent Compensation Prior to the issuance of the 4 million Series A shares in December 2019, the market capitalization of the Company was estimated to be $217,000 based upon the Company’s issued and outstanding common stock of 83,438,231 shares. The Company determined that the Series A shareholders were granted an inherent compensation/benefit since the Series A shares are convertible to 400,000,000 shares of common stock that will result in a substantial change in the ownership of the Company upon its conversion. At the date of the issuance of the Series A, holders of the Series A shares on an if converted basis, will potentially own approximately 83% of the Company. As such, the Company recorded stock compensation of $180,000 in 2020 based upon the estimated market capitalization of the Company and the estimated change in ownership to account for the inherent compensation as a result of the issuance of the Series A shares. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 10 - Stockholders’ Equity Issuance of Common Stock for Services During the three months ended December 31, 2021, the Company issued a total of 6,797,534 shares of common stock to consultants with a fair value of $422,000 for services rendered. The common shares issued were valued at the trading price at the respective date of issuances. During the three months ended December 31, 2020, the Company issued a total of 100,000 shares of common stock to a consultant with a fair value of $8,000 for services rendered. Issuance of Common Stock for Settlement of Employment Agreement On October 14, 2021, the Company issued a total of 1,550,000 shares of common stock as settlement of an employment agreement with a former employee. The common shares were valued at the trading price of $0.10 on the settlement date or $155,000. As there was $9,000 accrued to the employee, the Company recognized a loss on the settlement of $146,000. Issuance of Common Stock for Cash During the three months December Issuance of Common Stock for Acquisition During the three months ended December 31, 2020, the Company issued 10,000,000 shares of common stock to acquire 100% of Nebula Software Corp. with a fair value of $128,000. |
Research and Development Costs
Research and Development Costs | 3 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Research and Development Costs | Note 11 – Research and Development Costs Research and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily expenses to vendors contracted to perform research projects and develop technology for the Company’s mobile gaming applications. Costs incurred for research and development are expensed as incurred. During the three months ended December 31, 2021, the Company incurred $ 82,000 During the three months ended December 31, 2020, the Company incurred $ 233,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12– Commitments and Contingencies Legal Matters We are involved in certain legal proceedings that arise from time to time in the ordinary course of our business. Consulting Agreements The Company has consulting agreements with various consultants and related party consultants with a service term ranging from 12 months up to 36 months. The following table summarizes the Company’s future payments/commitments as of December 31, 2021: Schedule of operating leases future payments Year ending September 30: 2022 $ 543,000 2023 194,000 Total minimum payments $ 737,000 Other Commitments Certain asset acquisition contingent consideration may be issuable in the future if contingency conditions are met (See Note 5). |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13– Subsequent Events Subsequent to December 31, 2021, the Company entered into a stock purchase agreement whereby the Company purchased back 462,500 Series A preferred shares from a related party for the total sum of $100,000 on the following terms. Initially, $50,000 was paid within one day of execution of the agreement and the remaining balance of $50,000 shall be paid over 12 equal monthly installments of $4,166.67 commencing March 1, 2022. The preferred shares will be surrendered to the Company pro-rata as the payments are made. Subsequent to December |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange commission for interim financial information, which includes consolidated interim financial statements and present their consolidated interim financial statements of the Accompany and its wholly-owned subsidiaries as of December 31, 2021. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows have been made. These adjustments consist of normal and recurring adjustments. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended September 30, 2021, and footnotes thereto included in the Company’s Report on Form 10-K filed with the SEC on February 11, 2022. The results of operations for the three months ended December 31, 2021, are not necessarily indicative of the results expected for the full year. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and Significant estimates during the periods ended December 31, 2021 and 2020, respectively, include relative fair value of assets acquired, valuation of intangible assets for impairment testing, valuation of stock-based compensation, and the valuation allowance on deferred tax assets. |
Asset Acquisitions | Asset Acquisitions The |
Equity Method Investment | Equity Method Investment The equity method is applied to investments in affiliated companies and joint ventures. An affiliated company is an entity which is not controlled by the Company but for which the Company is able to exert significant influence over the decisions on financial and operating business policies. If the Company has 20% or more but not more than 50% of the voting rights of another entity, the Company is presumed to have significant influence over that entity however, if a company has less than 20% of the voting rights and is able to exert significant influence the equity method should be applied. Under the equity method, the investment in an affiliated company or joint venture is initially recognized at cost and the carrying amount is increased or decreased to recognize the Company’s share of the net income or loss of the affiliated company or joint venture. When the Company’s share of losses of an affiliated company equals or exceeds it interest in the affiliated company or joint venture, the Company discontinues recognizing its share of further losses. All intercompany profits have been eliminated in proportion to interests in affiliated companies or joint ventures. |
Business Segments and Concentrations | Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The Management has determined that the Company has one operating segment. |
Risks and Uncertainties | Risks and Uncertainties The Company operates in an industry that is subject to intense competition and change in The variability in sales and earnings. The |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and measurement. The The ● Level ● Level ● Level 3—Unobservable inputs that are supported by little or no market The determination of fair value and the assessment of a measurement’s placement within Although the Company believes that the recorded fair value of our financial instruments is The Company recorded intangible assets for an asset acquisition (See Note 4). The Company performs impairment tests on these assets to reduce such asset to their fair value as applicable. These are considered level 3 non-recurring fair value measurements. The Company may use both qualitative and quantitative techniques such as the income method to value such assets. At September 30, 2021, the Company recorded impairment of intangible assets of $ 128,000 The ASC 825-10 “Financial Instruments” |
Cash and Cash Equivalents and Concentration of Credit Risk | Cash and Cash Equivalents and Concentration of Credit Risk For At December 31, 2021 and September 30, 2021, respectively, the Company did not have any cash equivalents. The 210,000 225,000 172,000 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management evaluates the recoverability “Impairment or Disposal of Long- If impairment is indicated based on a comparison of the assets’ carrying values and the Management reviews the carrying value of its property and equipment whenever events or |
Investments | Investments Equity investments with readily determinable fair values are measured at fair value. Equity investments without readily determinable fair values are measured using the equity method or measured at cost with adjustments for observable changes in price or impairments (referred to as the measurement alternative). We perform a qualitative assessment on an annual basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded as part of other (income) |
Income Taxes | Income Taxes The “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the The Company recognizes interest and penalties related to uncertain income tax positions in As In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security CARES Act 2017 In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. The Company recognized $ 288,000 0 |
Research and Development Costs | Research and Development Costs Research and development costs consist of expenditures for the research and development |
Stock-Based Compensation | Stock-Based Compensation We “Compensation measured at the grant date based on the value of the |
Basic and Diluted Earnings(Loss) per Share | Basic and Diluted Earnings(Loss) per Share Pursuant The Schedule of potentially dilutive equity securities December 31, 2021 September 30, 2021 Series A, convertible preferred stock (1) 400,000,000 400,000,000 Convertible notes payable 26,749,254 0 Total common stock equivalents 426,749,254 400,000,000 (1) each share converts to 100 shares of common stock Based |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are |
Recent Accounting Standards | Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of ASU’s to the In Measurement Financial In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted this pronouncement on January 1, 2021; however, the adoption of this standard did not have material effect on the Company’s consolidated financial statements. However, based on the Company’s history In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other (Subtopic |
Organization and Operations (Ta
Organization and Operations (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of subsidiary | The Schedule of subsidiary Company Incorporation State Clickstream September Nevada Nebula December Delaware Rebel March Montana |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of potentially dilutive equity securities | The Schedule of potentially dilutive equity securities December 31, 2021 September 30, 2021 Series A, convertible preferred stock (1) 400,000,000 400,000,000 Convertible notes payable 26,749,254 0 Total common stock equivalents 426,749,254 400,000,000 (1) each share converts to 100 shares of common stock |
Note Receivable, Investment I_2
Note Receivable, Investment In and Option to Acquire Common Shares - Winners, Inc. – Related Party (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of note receivable | These transactions are as follows: Schedule of note receivable 12/31/2021 9/30/2021 A. Notes Receivable $ 90,000 $ 515,000 B. Accrued interest income 62,000 41,000 C. Investment in Winners, Inc. — — D. Option to acquire common shares of Winners, Inc. — — E. Investment in Winners, Inc. equity investment method — 105,000 $ 152,000 $ 661,000 |
Equity Method Investment - Re_2
Equity Method Investment - Related Party (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of purchase price allocation | Consideration Paid: Schedule of purchase price allocation Fair Value Cash $ 175,000 Pre-existing investment at fair value $ 17,000 Total consideration paid $ 192,000 |
Schedule of remeasurement of fair value of equity interest | Schedule of remeasurement of fair value of equity interest December 31, 2021 Initial recognition, September 8, 2021 $ 192,000 Loss of equity method investee (87,000 ) Investment in equity method investee - Winners, Inc. Sept 30, 2021 $ 105,000 Loss of equity method investee (105,000 ) Investment in equity method investee - Winners, Inc. Dec. 31, 2021 $ — |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule Of outstanding Balance Note Payable | Schedule Of outstanding Balance Note Payable Note principal $ 169,000 Prepaid interest added to principal 17,000 Unamortized prepaid interest discount (16,000 ) Unamortized OID discount (14,000 ) Debt premium 62,000 $ 218,000 |
Schedule of Note Payable | Schedule of Note Payable Note principal $ 600,000 Unamortized OID discount (74,000 ) $ 526,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating leases future payments | The Company has consulting agreements with various consultants and related party consultants with a service term ranging from 12 months up to 36 months. The following table summarizes the Company’s future payments/commitments as of December 31, 2021: Schedule of operating leases future payments Year ending September 30: 2022 $ 543,000 2023 194,000 Total minimum payments $ 737,000 |
Organization and Operations (De
Organization and Operations (Details) | 3 Months Ended |
Dec. 31, 2021 | |
Clickstream Corporation [Member] | |
Company Name | Clickstream Corporation |
Incorporation date | September 2005 |
State of Incorporation | Nevada |
Nebula Software Corp. [Member] | |
Company Name | Nebula Software Corp. |
Incorporation date | December 2020 |
State of Incorporation | Delaware |
Rebel Blockchain Inc [Member] | |
Company Name | Rebel Blockchain, Inc. |
Incorporation date | March 2021 |
State of Incorporation | Montana |
Organization and Operations (_2
Organization and Operations (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 2,109,000 | $ 964,000 | |
Net Cash Provided by (Used in) Operating Activities | 1,525,000 | $ 715,000 | |
Accumulated deficit | 15,673,000 | $ 13,564,000 | |
Cash | $ 726,000 | $ 422,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 426,749,254 | 400,000,000 | |
Convertible Notes Payable [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 26,749,254 | 0 | |
Series A Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [1] | 400,000,000 | 400,000,000 |
[1] | each share converts to 100 shares of common stock |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Product Information [Line Items] | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 128,000 | ||
FDIC insured amount | $ 225,000 | $ 172,000 | |
Marketing and Advertising cost | 0 | $ 288,000 | |
Credit Concentration Risk [Member] | |||
Product Information [Line Items] | |||
FDIC insured amount | $ 210,000 |
Note Receivable, Investment I_3
Note Receivable, Investment In and Option to Acquire Common Shares - Winners, Inc. (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Receivables [Abstract] | ||
A. Notes Receivable | $ 90,000 | $ 515,000 |
B. Accrued interest income | 62,000 | 41,000 |
C. Investment in Winners, Inc. | ||
D. Option to acquire common shares of Winners, Inc. | ||
E. Investment in Winners, Inc. equity investment method | 105,000 | |
$ 152,000 | $ 661,000 |
Note Receivable, Investment I_4
Note Receivable, Investment In and Option to Acquire Common Shares - Winners, Inc. – Related Party (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Receivables [Abstract] | |||
A. Notes Receivable | $ 200,000 | ||
Aggregate promissory note receivable | $ 315,000 | ||
B. Accrued interest income | 425,000 | ||
Accrued interest receivable | 21,000 | ||
Balance pf accrued interest receivable | 62,000 | $ 41,000 | |
Investment at fair value | $ 35,000 | ||
Gain (Loss) on Investments | $ 15,000 |
Acquisition of Nebula Softwar_2
Acquisition of Nebula Software Corp. (Asset Purchase (Details Narrative) | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Acquisition Of Nebula Software Corp. Asset Purchase | |
Impaiment expense | $ 128,000 |
Equity Method Investment (Detai
Equity Method Investment (Details) | Dec. 31, 2021USD ($) |
Equity Method Investments and Joint Ventures [Abstract] | |
Cash | $ 175,000 |
Pre-existing investment at fair value. | 17,000 |
Total consideration paid | $ 192,000 |
Equity Method Investment (Det_2
Equity Method Investment (Details 1) | Dec. 31, 2021USD ($) |
Equity Method Investments and Joint Ventures [Abstract] | |
Initial recognition, September 8, 2021 | $ 192,000 |
Loss of equity method investee | (87,000) |
Investment in equity method investee - Winners, Inc. Sept 30, 2021 | 105,000 |
Loss of equity method investee | (105,000) |
Investment in equity method investee - Winners, Inc. Dec. 31, 2021 |
Schedule Of outstanding Balance
Schedule Of outstanding Balance Note Payable (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Note principal | $ 169,000 |
Prepaid interest added to principal | 17,000 |
Unamortized prepaid interest discount | (16,000) |
Unamortized OID discount | (14,000) |
Debt premium | 62,000 |
Total | $ 218,000 |
Schedule of Note Payable (Detai
Schedule of Note Payable (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Note principal | $ 600,000 |
Unamortized OID discount | (74,000) |
Note payable | $ 526,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Related Party Transactions [Abstract] | |
Principal payments | $ 425,000 |
Research and Development Costs
Research and Development Costs (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development [Abstract] | ||
Research and Development Expense | $ 82,000 | $ 233,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 543,000 |
2023 | 194,000 |
Total minimum payments | $ 737,000 |