Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 08, 2021 | Mar. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity File Number | 001-39338 | ||
Entity Registrant Name | NUZEE, INC. | ||
Entity Central Index Key | 0001527613 | ||
Entity Tax Identification Number | 38-3849791 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 1401 Capital Avenue | ||
Entity Address, Address Line Two | Suite B | ||
Entity Address, City or Town | Plano | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75074 | ||
City Area Code | 760 | ||
Local Phone Number | 295-2408 | ||
Title of 12(b) Security | Common Stock, $0.00001 par value | ||
Trading Symbol | NUZE | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 43,338,119 | ||
Entity Common Stock, Shares Outstanding | 18,203,587 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Current assets: | ||
Cash | $ 10,815,954 | $ 4,398,545 |
Accounts receivable, net | 555,238 | 195,610 |
Inventories, net | 573,464 | 245,370 |
Prepaid expenses and other current assets | 464,288 | 645,375 |
Total current assets | 12,408,944 | 5,484,900 |
Property and equipment, net | 692,024 | 1,668,348 |
Other assets: | ||
Right-of-use asset - operating lease | 386,587 | 652,197 |
Right-of-use asset - finance lease | 105,825 | |
Investment | 175,425 | 183,314 |
Other assets | 79,822 | 80,559 |
Total other assets | 641,834 | 1,021,895 |
Total assets | 13,742,802 | 8,175,143 |
Current liabilities: | ||
Accounts payable | 342,790 | 49,778 |
Current portion of long-term loan payable | 43,618 | 56,072 |
Current portion of lease liability - operating lease | 150,931 | 263,678 |
Current portion of lease liability - finance lease | 27,833 | 21,598 |
Accrued expenses | 274,009 | 703,069 |
Deferred income | 175,822 | 34,000 |
Other current liabilities | 138,631 | 104,525 |
Total current liabilities | 1,153,634 | 1,232,720 |
Non-current liabilities: | ||
Lease liability - operating lease, net of current portion | 247,656 | 395,713 |
Lease liability - finance lease, net of current portion | 50,567 | 78,400 |
Loan payable - long term, net of current portion | 12,696 | 56,845 |
Other noncurrent liabilities | 65,802 | 21,707 |
Total non current liabilities | 376,721 | 552,665 |
Total liabilities | 1,530,355 | 1,785,385 |
Stockholders’ equity: | ||
Common stock; 100,000,000 shares authorized, $0.00001 par value; 17,820,390 and 14,570,105 shares issued and outstanding as of September 30, 2021 and 2020, respectively | 178 | 146 |
Additional paid in capital | 64,839,254 | 40,472,229 |
Accumulated deficit | (52,824,808) | (34,272,778) |
Accumulated other comprehensive income | 197,823 | 190,161 |
Total stockholders’ equity | 12,212,447 | 6,389,758 |
Total liabilities and stockholders’ equity | $ 13,742,802 | $ 8,175,143 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Sep. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 17,820,390 | 14,570,105 |
Common Stock, Shares Outstanding | 17,820,390 | 14,570,105 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||
Revenues, net | $ 1,926,660 | $ 1,403,131 |
Cost of sales | 2,006,753 | 1,642,084 |
Gross loss | (80,093) | (238,953) |
Operating expenses | 18,559,277 | 9,094,132 |
Loss from operations | (18,639,370) | (9,333,085) |
Other income | 144,452 | 30,388 |
Income (loss) from equity method investment | (7,889) | 23,314 |
Other expense | (34,835) | (223,558) |
Interest expense | (14,388) | (21,243) |
Net loss | (18,552,030) | (9,524,184) |
Net loss attributable to noncontrolling interest | (47,093) | |
Net loss attributable to NuZee, Inc. | $ (18,552,030) | $ (9,477,091) |
Basic and diluted loss per common share | $ (1.13) | $ (0.68) |
Basic and diluted weighted average number of common stock outstanding | 16,413,162 | 13,867,643 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Net loss | $ (18,552,030) | $ (9,524,184) |
Foreign currency translation | 7,662 | 224,986 |
Total other comprehensive income (loss), net of tax | 7,662 | 224,986 |
Comprehensive loss | (18,544,368) | (9,299,198) |
Noncontrolling Interest [Member] | ||
Net loss | (47,093) | |
Foreign currency translation | (55,810) | |
Total other comprehensive income (loss), net of tax | (55,810) | |
Comprehensive loss | (102,903) | |
Parent Company [Member] | ||
Net loss | (18,552,030) | (9,477,091) |
Foreign currency translation | 7,662 | 280,796 |
Total other comprehensive income (loss), net of tax | 7,662 | 280,796 |
Comprehensive loss | $ (18,544,368) | $ (9,196,295) |
Consolidated Staements of Stock
Consolidated Staements of Stockholder's Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Sep. 30, 2019 | $ 137 | $ 28,898,344 | $ (24,795,687) | $ 102,903 | $ (90,635) | $ 4,115,062 |
Beginning balance, shares at Sep. 30, 2019 | 13,617,366 | |||||
Common stock issued for cash | $ 9 | 7,354,969 | 7,354,978 | |||
Common stock issued for cash, shares | 916,738 | |||||
Stock option expense | 4,167,616 | 4,167,616 | ||||
Exercise of stock options | 51,300 | 51,300 | ||||
Exercise of stock options, shares | 36,001 | |||||
Other comprehensive gain / (loss) | (55,810) | 280,796 | 224,986 | |||
Net loss | (9,477,091) | (47,093) | (9,524,184) | |||
Ending balance, value at Sep. 30, 2020 | $ 146 | 40,472,229 | (34,272,778) | 190,161 | 6,389,758 | |
Ending balance, shares at Sep. 30, 2020 | 14,570,105 | |||||
Equity securities issued for cash | $ 31 | 13,701,253 | 13,701,284 | |||
Equity securities issued for cash, shares | 3,107,070 | |||||
Common stock issued for compensation | $ 1 | 1,251,401 | 1,251,402 | |||
Common stock issued for compensation, shares | 137,215 | |||||
Stock option expense | 9,405,191 | 9,405,191 | ||||
Exercise of stock options | 9,180 | 9,180 | ||||
Exercise of stock options, shares | 6,000 | |||||
Other comprehensive gain / (loss) | 7,662 | 7,662 | ||||
Net loss | (18,552,030) | (18,552,030) | ||||
Ending balance, value at Sep. 30, 2021 | $ 178 | $ 64,839,254 | $ (52,824,808) | $ 197,823 | $ 12,212,447 | |
Ending balance, shares at Sep. 30, 2021 | 17,820,390 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net loss | $ (18,552,030) | $ (9,524,184) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and Amortization | 344,669 | 408,489 |
Noncash lease expense | 278,060 | 161,989 |
Loss on sale of assets | 43,163 | |
Stock option expense | 9,405,191 | 4,167,616 |
Common stock issued for compensation | 1,251,402 | |
Allowance for doubtful accounts | 4,285 | |
Property and equipment impairment | 840,391 | |
Inventory impairment | 86,287 | |
Gain on disposal of a subsidiary | (95,555) | |
Loss on realization of AOCI upon disposal of a subsidiary | 245,607 | |
(Income) loss from equity method investment | 7,889 | (23,314) |
Write off of deferred financing costs | 477,605 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (359,628) | 333,933 |
Inventories | (328,094) | 157,845 |
Prepaid expenses and other current assets | (283,655) | (66,794) |
Other assets | 737 | (79,123) |
Accounts payable | 293,012 | (155,174) |
Deferred income | 141,822 | 34,000 |
Lease liability - operating lease | (260,804) | (136,120) |
Accrued expense and other current liabilities | (407,817) | 180,837 |
Other noncurrent liabilities | 44,095 | 19,957 |
Net cash used by operating activities | (7,107,155) | (4,236,256) |
Investing activities: | ||
Purchase of equipment | (115,361) | (119,838) |
Proceeds from sales of equipment | 110,000 | |
Proceeds from sale of a subsidiary | 3,142 | |
Net cash used by investing activities | (115,361) | (6,696) |
Financing activities: | ||
Proceeds from issuance of equity securities, net of issuance costs | 13,701,284 | 7,580,067 |
Payments of stock issuance costs | (264,018) | |
Repayment of loans | (56,603) | (97,847) |
Repayment under finance lease | (21,598) | (19,025) |
Proceeds from the exercise of stock options | 9,180 | 51,300 |
Net cash provided by financing activities | 13,632,263 | 7,250,477 |
Effect of foreign exchange on cash | 7,662 | 64,980 |
Net change in cash | 6,417,409 | 3,072,505 |
Cash, beginning of period | 4,398,545 | 1,326,040 |
Cash, end of period | 10,815,954 | 4,398,545 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,871 | 21,243 |
Cash paid for taxes | 800 | 800 |
Noncash investing and financing activities: | ||
Recognition of ROU asset and lease liability upon adoption of ASU 2016-02 | 517,263 | |
Recognition of ROU asset and lease liability during the period | 278,248 | |
Reclassification of common stock offering costs to additional paid-in capital | 1,225,495 | |
Finance lease of equipment to pay off accounts payable | 124,500 | |
Contribution of machines to NuZee Latin America | 160,000 | |
Stock issuance cost accrued | $ 200,724 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | 1. ORGANIZATION NuZee, Inc. (the “Company”, “we”, “our”, “us’) was incorporated on November 9, 2011, in Nevada. The Company is a specialty coffee company and is a leading co-packer of single serve pour over coffee in the United States, as well as a preeminent co-packer of tea-bag style coffee. The Company is a commercial-scale producer that has the dual capability to pack both single serve pour over coffee and tea-bag style coffee within the North American market. The Company looks to leverage its position as a co-packer at the forefront of the North American single serve pour over coffee and tea-bag style coffee markets to revolutionize the way single serve coffee is enjoyed in the United States. While the United States is the Company’s core market, it also has single serve pour over coffee manufacturing and sales operations in Korea and a joint venture in Latin America. The Company has also developed and sells NuZee branded single serve coffee products, including its flagship Coffee Blenders line of both single serve pour over coffee and tea-bag style coffee. On September 28, 2020, the Company entered into a Stock Transfer Agreement with Eguchi Holdings Co., Ltd. (“EHCL”), pursuant to which the Company sold to EHCL for an aggregate sale price of approximately $ 34,000 70 The Company has two wholly owned international subsidiaries in NuZee KOREA Ltd. (“NuZee KR”) and NuZee Investment Co., Ltd. (“NuZee INV”). On October 28, 2019, the Company completed a l-for-3 reverse stock split |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements. Earnings per Share Basic earnings per common share is equal to net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of September 30, 2021 and September 30, 2020, the total number of common stock equivalents was 9,343,606 1,660,917 Capital Resources Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets, raising capital and the commercialization and manufacture of its single serve coffee products. The Company has generated limited revenues from its principal operations, and there is no assurance of future revenues. As of September 30, 2021, the Company had cash of $ 10,815,954 11,255,310 Use of Estimates In preparing these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Fair Value of Financial Instruments Fair value is an estimate of the exit price, representing the amount that would be received to, sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction cost. Fair value measurement under generally accepted accounting principles provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar remaining maturities. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instruments when available. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company had no Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may or may not maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. Accounts Receivable Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. The Company had no allowance for doubtful accounts as of September 30, 2021 and September 30, 2020. Major Customers For the years ended September 30, 2021 and 2020, revenue was primarily from major customers disclosed below. For the year ended September 30, 2021: SCHEDULE OF REVENUE BY MAJOR CUSTOMERS Customer Name Sales Amount % of Total Accounts % of Total Customer WP $ 611,412 32 % $ 172,390 31 % For the year ended September 30, 2020: Customer Name Sales Amount % of Total Accounts % of Total Customer K $ 284,099 20 % $ 3,291 2 % Customer JP $ 158,208 11 % — 0 % Customer WP $ 394,674 28 % $ 133,601 68 % Lease In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The Company implemented ASU No. 2016-02 on October 1, 2019. The Company does a quarterly analysis of leases to determine if there are any operating leases that require recognition under ASC 842. The Company has one significant long-term operating lease for office and manufacturing space in Plano, Texas. The leased property in Plano, Texas, has a remaining lease term through June 2024. The lease has an option to extend beyond the stated termination date, but exercise of this option is not probable. The Company did not apply the recognition requirements of ASC 842 to operating leases with a remaining lease term of 12 months or less. During our analysis of leases in the year ended September 30, 2020, we determined to renew the office and manufacturing space in Vista, California through January 31, 2022, which was previously scheduled to be vacated at June 30, 2020. Additionally, the Seoul, Korea office and manufacturing space lease was extended through June 2022 and an apartment lease was signed through June 2022. Accordingly, we have added ROU assets and lease liabilities related to those leases at June 30, 2020. The direct-leased property in Vista, California has a remaining lease term through January 2022. The leased property in Seoul, Korea has an option to extend beyond the stated termination date, but exercise of this option is not probable. The sub-leased property in Vista, California, is leased month-to-month and has been calculated as a ROU Asset co-terminus with the direct-leased property. In September 2020, we entered into an 18 Effective September 1, 2020, we converted our month-to-month sublease in Vista, California to a 17 17 As of September 30, 2021, our operating leases had a weighted average remaining lease term of 2.3 SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE ROU Asset – October 1, 2020 $ 652,197 Amortization during the period (265,610 ) ROU Asset – September 30, 2021 $ 386,587 Lease Liability – October 1, 2020 $ 659,391 Amortization during the period (260,804 ) Lease Liability – September 30, 2021 $ 398,587 Lease Liability – Short-Term $ 150,931 Lease Liability – Long-Term 247,656 Lease Liability – Total $ 398,587 The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of September 30, 2021. Amounts due within 12 months of September 30, SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES 2022 $ 191,632 2023 135,165 2024 97,405 2025 - 2026 - Total Minimum Lease Payments 424,202 Less Effect of Discounting (25,615 ) Present Value of Future Minimum Lease Payments 398,587 Less Current Portion of Operating Lease Obligations 150,931 Long-Term Operating Lease Obligations $ 247,656 On October 9, 2019, the Company entered into a lease agreement with Alliance Funding Group which provided for a sale lease back on certain packing equipment. The terms of this agreement require us to pay $ 2,987 60 124,500 2.75 12.75 8,896 The following summarizes ROU assets under finance leases at September 30, 2021: SUMMARY OF ROU ASSETS UNDER FINANCE LEASES ROU asset-finance lease at October 1, 2020 $ 105,825 Amortization (12,450 ) Impairment (93,375 ) ROU asset-finance lease at September 30, 2021 $ - During the year ended September 30, 2021, we recorded an impairment to fully write off the equipment as it was deemed no longer useful for our operations. The table below summarizes future minimum finance lease payments at September 30, 2021 for the 12 months ended September 30: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS FOR FINANCE LEASES 2022 $ 33,113 2023 33,113 2024 27,594 2025 - 2026 - Total Minimum Lease Payments 93,820 Amount representing interest (15,420 ) Present Value of Minimum Lease Payments 78,400 Current Portion of Finance Lease Obligations 27,833 Finance Lease Obligations, Less Current Portion $ 50,567 The Company leases office space with terms ranging from month to month to 61 322,585 317,725 During the year ended September 30, 2021, we had the following cash and non-cash activities associated with our leases: SCHEDULE OF CASH AND NON-CASH ACTIVITIES OF LEASES Operating cash outflows from operating leases: $ 260,804 Operating cash outflows from finance leases: $ 8,896 Financing cash outflows from finance lease: $ 21,598 In September 2020, we subleased the space at 1700 Capital Avenue in Plano, Texas, effective October 1, 2020 under favorable terms that are co-terminus with the original lease ending June 30, 2024. During the year ended September 30, 2021, we recognized sublease income of $ 90,030 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF SUBLEASE 2022 $ 123,277 2023 $ 126,971 2024 $ 97,377 Total Minimum Lease Payments to be Received $ 347,625 Principles of Consolidation The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its former majority owned subsidiary (before it was sold as of September 28, 2020), which has a fiscal year end of September 30. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation. The Company consolidates NuZee KR and NuZee INV in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50 NuZee KR and NuZee INV are wholly owned subsidiaries of the Company. NuZee JP was 70 70 Foreign Currency Translation The financial position and results of operations of each of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenues and expenses of each such subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investment. Foreign currency translation adjustment attributable to Nuzee, Inc. recorded to other comprehensive loss (gain) amounted to ($7,662) ($280,796) Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Foreign currency transaction (gains) losses included in the consolidated statements of operations totaled ($1,198) ($1,024) Equity Method Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20 50 When the Company’s carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. On January 9, 2020, a joint venture agreement was signed between Industrial Marino, S.A. de C.V. (50%) and the Company ( 50 313,012 110,000 160,000 43,012 The Company accounts for NLA using the equity method of accounting since the management of day to day operations at NLA ultimately lies with the Company’s joint venture partner as the operations of NLA are based in its partners facilities as well as our partner appoints the Chairman of the joint Board. As of September 30, 2021, the only activity in NLA was the contribution of two machines as described above and other start up related activities. $ 7,889 of a loss and $ 23,314 of income was recognized under the equity method of accounting during the years ended September 30, 2021 and September 30, 2020 respectively. Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principle is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in the standard are applied in five steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity satisfies a performance obligation. We adopted Topic 606 as of October 1, 2018 on a modified retrospective basis. The adoption of Topic 606 did not have a material impact on our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations. Return and Exchange Policy The Company provides a 30-day money-back guarantee if a buyer is not satisfied with a product. All of the products are thoroughly inspected and securely packaged before they are shipped to ensure buyers receive the best possible product. If for any reason buyers are unsatisfied with the products, they can return them and the Company will exchange or refund the purchase minus any shipping charges. For the wholesale customers, return policies varies based on their specific agreements with customers. Under chargebacks agreements with the customers, the Company agrees to reimburse the seller for a portion of the costs incurred by the seller to advertise and promote certain of the Company’s products. The Company estimates, accrues and recognizes such chargebacks. These amounts are included in the determination of net sales. As of September 30, 2021 and September 30, 2020, the Company had no Cost Recognition Cost of products sold is primarily comprised of direct materials consumed in the manufacturing of co-packing arrangements or the production of our own products for resale. Cost of products sold also includes directly related labors’ salaries and other overhead cost. Selling, General and Administrative Expense Selling, general and administrative expense (SG&A) is primarily comprised of marketing expenses, research and development costs, administrative and other indirect overhead costs, depreciation expense and other miscellaneous operating items. Personnel expenses, occupying a majority portion of SG&A, were $ 1,877,141 1,433,330 Advertising Expenses The Company expenses advertising costs when incurred. Advertising expense for the years ended September 30, 2021 and 2020 is as follows: SCHEDULE OF ADVERTISING EXPENSE September 30, 2021 September 30, 2020 Advertising $ 227,845 $ 98,176 Research and Development Research and development expenses are expensed in the consolidated statements of operations as incurred in accordance with FASB ASC 730, Research and Development. For the years ended September 30, 2021 and 2020, respectively, research and development expenses amounted to $ 1,840 11,399 Prepaid expenses and other current assets The Company prepaid expenses and other current assets for the years ended September 30, 2021 and 2020 is as follows: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2021 September 30, 2020 Prepaid expenses and other current assets $ 464,288 $ 645,375 The Prepaid expenses and other current assets balance of $ 464,288 645,375 Inventory Inventory, consisting principally of raw materials, work in process and finished goods held for production and sale, is stated at the lower of cost or net realizable value, cost being determined using the weighted average cost method. The Company reviews inventory levels at least quarterly and records a valuation allowance when appropriate. At September 30, 2021 and 2020, the carrying value of inventory of $ 573,464 245,370 SCHEDULE OF INVENTORY September 30, 2021 September 30, 2020 Raw materials $ 552,621 $ 176,231 Finished goods 20,843 69,139 Less - Inventory reserve - - Total $ 573,464 $ 245,370 Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. The Company generally depreciates property and equipment on a straight-line basis over the estimated useful lives of the assets after the assets are placed in service except for NuZee KR which uses the declining balance method. Office equipment is depreciated over a 3 -year life, furniture over a 7 -year life, and other equipment over a 5 -year life. Depreciation expense for the years ended September 30, 2021 and 2020 was $ 344,669 408,489 respectively. Repair and maintenance costs are expensed as incurred. Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment that exceed $1,000 are capitalized. Property and equipment as of September 30, 2021 and 2020 consist of: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 September 30, 2020 Machinery & Equipment 1,812,968 2,495,098 Vehicles 76,267 60,865 Leasehold Improvements 122,698 114,936 Less - Accumulated Depreciation (1,319,909 ) (1,002,551 ) Net Property and Equipment $ 692,024 $ 1,668,348 The Company is required to make deposits or prepayments and progress payments on equipment purchases before the Company receives possession and title. As a result, the Company accounts for such payments as Other Assets until it has possession at which time the equipment is recorded as Property and Equipment. There were no such deposits as of September 30, 2021 or September 30, 2020. Samples The Company distributes samples of its products as a component of its marketing program. Costs for samples are expensed at the time the samples are produced and recorded under operating expenses in the consolidated statements of operations. Long-Lived Assets The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicated that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. In March of 2021, the Company wrote off $ 840,391 of assets in North America as these assets were deemed to be no longer useful for the current business operations. This write off is included in operating expenses on our consolidated statement of operations for the year ended September 30, 2021. Intangible Assets Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company had no Income Taxes In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of September 30, 2021 and 2020. Related parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Other Current Liabilities Other current liabilities are primarily comprised of deposits and advances received from equity investors for certain legal opinions that will be provided by the Company’s counsel which totaled $ 99,760 and $ 30,995 as of September 30, 2021 and September 30, 2020, respectively. Stock-based Compensation We account for share-based awards issued to employees in accordance with Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation”. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, which is normally the vesting period. Share-based compensation to directors is treated in the same manner as share-based compensation to employees, regardless of whether the directors are also employees. In June 2018, the FASB issued ASU 2018-07 which simplifies several aspects of the accounting for non-employee transactions by stipulating that the existing accounting guidance for share-based payments to employees (accounted for under ASC Topic 718, “Compensation-Stock Compensation”) will also apply to non-employee share-based transactions (accounted for under ASC Topic 505, “Equity”). The Company implemented ASU 2018-07 on October 1, 2019 and the impact of the implementation is not material to the financial statements. We estimate the fair value of share-based payments using the Black Scholes option-pricing model for common stock options and warrants and the closing price of our common stock for common share issuances. We recognized forfeitures as they occurred. Comprehensive income/loss Comprehensive income/loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income/loss are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income/loss pertain to foreign currency translation adjustments. Non-controlling Interests Non-controlling interests represent third-party ownership in the net assets of the Company’s consolidated subsidiary and are presented as a component of equity. Segment Information ASC Topic 280, “Disclosures about Segments of an Enterprise and Related Information,” established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. Management has determined that the Company operates in one business segment, which is the commercialization and development of functional beverages. Recent Accounting Pronouncements Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. The Company reviewed all recently issued pronouncement in 2021, but not yet effective, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial condition or the results of its operations. |
LOANS
LOANS | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOANS | 3. LOANS On April 1, 2019, we purchased a delivery van from Ford Motor Credit for $ 41,627 . The Company paid $ 3,500 as a down payment and financed $ 38,127 for 60 months at a rate of 2.9 %. The loan is secured by the van. The outstanding balance on the loan at September 30, 2021 and 2020 amounted to $ 20,416 and $ 27,916 , respectively. On February 15, 2019 NuZee KR entered into equipment financing for production equipment with Shin Han Bank for $ 60,563 . In June 2019, NuZee KR purchased additional equipment and increased the loan with Shin Han Bank by $ 86,518 . The financing has a term of 36 months at a rate of 4.33 %. Principal payments began in July 2019. The outstanding balance on this loan at September 30, 2021 and 2020 amounted to $ 35,898 and $ 85,001 , respectively. The loan payments required for the next five years are as follows: SCHEDULE OF LOAN PAYMENTS Ford Motor Credit Shin Han Bank Total 2021 (October-December) $ 1,909 $ 11,966 $ 13,875 2022 (January-September) 5,811 23,932 29,743 Total Current Portion 7,720 35,898 43,618 2022 (October-December) 1,965 - 1,965 2023 8,005 - 8,005 2024 2,726 - 2,726 Total Long-Term Portion 12,696 - 12,696 Grand Total $ 20,416 $ 35,898 $ 56,314 |
GEOGRAPHIC CONCENTRATIONS
GEOGRAPHIC CONCENTRATIONS | 12 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
GEOGRAPHIC CONCENTRATIONS | 4. GEOGRAPHIC CONCENTRATIONS The Company is organized based on fundamentally one business segment although it does sell its products on a world-wide basis. The Company is organized in three geographical segments. The Company co-packs product for customers and produces and sells its products directly in North America and Korea. The Company has investor relations operations in Japan as a majority of our shareholders are based in Japan. In March of 2021, the Company wrote off $ 840,391 of assets in North America as these assets were deemed to be no longer useful for the current business operations. $ 93,375 of the impairment was related to the ROU asset and $ 747,016 was related to property and equipment. This write off is included in operating expenses on our consolidated statement of operations for the year ended September 30, 2021. These assets are co-packing equipment that have limited capabilities compared with other equipment the Company is currently utilizing. Since the Company has yet to utilize this equipment since it was delivered, the Company has determined their usefulness to its future operations is limited. Information about the Company’s geographic operations for years ended September 30, 2021 and 2020 are as follows: SCHEDULE OF GEOGRAPHIC OPERATIONS Year Ended September 30, 2021 Year Ended September 30, 2020 Net Revenue: North America $ 1,441,274 $ 1,025,151 Japan - 261,759 South Korea 485,386 116,221 Net Revenue $ 1,926,660 $ 1,403,131 September 30, 2021 September 30, 2020 Property and equipment, net: North America $ 535,966 $ 1,422,575 Japan 1,496 2,813 South Korea 154,562 242,960 Property and equipment, net $ 692,024 $ 1,668,348 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS Sales For the year ended September 30, 2020, NuZee JP sold their products to EHCL, and the sales to them totaled approximately $ 3,843 no For the years ended September 30, 2021 and September 30, 2020, respectively, the Company sold $ 28,298 and $ 10,810 of materials to NLA. Rent During September 2016, NuZee JP entered into a rental agreement of an office space and warehouse with EHCL. 609 3 years no During February 2015, NuZee JP entered into a rental agreement of a warehouse with Eguchi Steel Co., Ltd (“ESCL”). 449 no During October 2016, NuZee JP entered into a rental agreement of an office space with NuZee Co., Ltd. (“NCL”), which is 100% owned by Masateru Higashida. The Company paid $ 1,169 per month for the office on the last day of each month on behalf of NuZee JP. As NuZee JP was sold to EHCL on September 28, 2020, there was no accounts receivable or accounts payable balance at September 30, 2020 or September 30, 2021. Also, there was no related rent expense during the year ended September 30, 2021. Amounts Due As of September 30, 2021 and 2020, the Company had amounts due to NCL of $ 4,415 and $ 4,381 , respectively, for funding provided to NuZee INV. |
ISSUANCE OF EQUITY SECURITIES
ISSUANCE OF EQUITY SECURITIES | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
ISSUANCE OF EQUITY SECURITIES | 6. ISSUANCE OF EQUITY SECURITIES During the year ended September 30, 2020, the Company sold (i) 111,738 17.25 1,927,338 805,000 9.00 5,427,640 225,089 During the year ended September 30, 2021, the Company sold (i) 72,955 534,494 256,338 9.14 2,149,486 2,777,777 11,017,304 4.50 5.85 416,666 416,666 On March 11, 2021, we terminated our At Market Issuance Sales Agreement, dated September 1, 2020 (the “ATM Agreement”), with B. Riley Securities, Inc. (f/k/a/ B. Riley FBR, Inc.) and The Benchmark Company, LLC (collectively, the “Agents”), pursuant to which we could from time to time offer and sell up to an aggregate of $ 50.0 477,605 Preferred stock The Company had 100 Restricted Shares On January 11, 2021, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors granted to Shanoop Kothari, who was serving at the time as both the Company’s Chief Financial Officer and Chief Operating Officer, in connection with the Committee’s determination of Mr. Kothari’s annual compensation, an award of 152,215 50,739 (35,739 net shares were issued to Mr. Kothari following the forfeiture of 15,000 vested shares to cover taxes) 50,739 50,737 1,251,402 Exercise of options During the year ended September 30, 2020, 36,001 51,300 6,000 9,180 |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND WARRANTS | 7. STOCK OPTIONS AND WARRANTS Options During June 2020, the Company issued 23,334 1.53 45,000 19.67 During the fiscal year ended September 30, 2021, the Company issued 3,366,681 options at an average exercise price of $ 4.88 , including issuing 15,000 options to independent contractors, 1,369,944 options to independent Board members and 1,981,737 options to employees. For independent contractors, these options shall vest and become exercisable over a period of 3 years , with 33% of the options vesting on each anniversary of the grant date. For employees, these options shall vest and become exercisable (i) in the case of time-based options, generally as to 1/3 on each anniversary of the grant date, although different vesting patterns exist, or (ii) in the case of performance-based options (the “Performance-Based Options”), based on the Company’s or individual’s achievement of certain performance milestones established by the Compensation Committee for each fiscal year in the fiscal years ending September 30, 2021, 2022, 2023 and 2024. During the year ended September 30, 2021, the Company issued a total of 1,610,743 Performance-Based Options, which represents the maximum number of Performance-Based Options that may be earned if all performance milestones are achieved for the applicable performance periods. The exercise price for the options issued in the current year ranged from $ 2.91 - $ 16.79 per share. The options will expire ten years from the grant date, unless terminated earlier as provided by the option agreements. The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model using the assumptions noted as follows: expected volatility was based on the volatility of Company stock. The expected term of options granted was determined using either the contractual period or the simplified method under SAB 107 which represents the mid-point between the vesting term and the contractual term. The risk-free rate is calculated using the U.S. Treasury yield curve, and is based on the expected term of the option. The Black-Scholes option pricing model was used with the following weighted average assumptions for options granted during the years ended September 30, 2021 and 2020, respectively: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR FAIR VALUE MEASUREMENT OF OPTIONS GRANTED For employees September 30, 2021 September 30, 2020 Risk-free interest rate 1.27 2.2 % None Expected option life 10 years None Expected volatility 297 301 % None Expected dividend yield 0.00 % None Exercise price $ 2.91 - $ 3.27 None For non-employees September 30, 2021 September 30, 2020 Risk-free interest rate 0.78 1.71 % 0.81 2.44 % Expected option life 10 years 5.64 10 years Expected volatility 302 310 % 814 996 % Expected dividend yield 0.00 % 0.00 % Exercise price $ 3.03 – 16.79 $ 1.53 22.20 The Company is expensing these stock option awards on a straight-line basis over the requisite service period. The Company recognized stock option expense of $ 9,405,191 4,167,616 4,836,630 1.4 For the year ended September 30, 2021, 496,657 361,657 108,000 The following table summarizes stock option activity for the year ended September 30, 2021. SUMMARY OF STOCK OPTION ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at September 30, 2020 1,620,667 $ 5.74 7.3 $ 19,112,118 Granted 3,366,681 4.88 Exercised (6,000 ) 1.53 Expired — — Forfeited (469,657 ) 9.29 Outstanding at September 30, 2021 4,511,691 4.73 8.4 $ 452,206 Exercisable at September 30, 2021 1,640,892 $ 5.64 7.3 $ 368,673 The following table summarizes stock option activity for the year ended September 30, 2020. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at September 30, 2019 1,811,667 $ 6.86 8.4 $ 33,705,960 Granted 68,334 13.47 Exercised (36,001 ) 1.71 Expired — — Forfeited (223,333 ) 17.9 Outstanding at September 30, 2020 1,620,667 $ 5.74 7.3 $ 19,112,118 Exercisable at September 30, 2020 857,750 $ 5.93 7.3 $ 9,978,995 A summary of the status of the Company’s unvested options as of September 30, 2021 and 2020, are presented below: SUMMARY OF UNVESTED SHARES Number of Weighted Average Grant Nonvested Options Date Fair Value Nonvested options at September 30, 2019 1,355,000 $ 12.69 Granted 68,334 $ 13.57 Exercised (23,334 ) 1.95 Forfeited (223,333 ) $ 18.88 Vested (413,750 ) $ 13.94 Nonvested options at September 30, 2020 762,917 $ 10.60 Granted 3,366,681 $ 4.88 Exercised — $ — Forfeited (316,328 ) $ 7.66 Vested (942,471 ) $ 8.16 Nonvested options at September 30, 2021 2,870,799 $ 5.02 Warrants On June 23, 2020, as part of our agreement with Benchmark Company, LLC, the underwriter of the Company’s June 2020 registered public offering of common stock, we issued 40,250 9.00 December 23, 2020 June 18, 2025 On March 19, 2021, we entered into an underwriting agreement in connection with our registered public offering (the “Offering”) of (i) 2,777,777 4.50 Each Series A Warrant entitles the registered holder to purchase one share of our common stock at an exercise price of $ 4.50 5.85 5 The Series A and Series B Warrant holders are obligated to pay the exercise price in cash upon exercise of the Warrants unless we fail to maintain a current prospectus relating to the common stock issuable upon the exercise of the Warrants (in which case, the Warrants may only be exercised via a “cashless” exercise provision). The following table summarizes warrant activity for the year ended September 30, 2021: SCHEDULE OF WARRANT ACTIVITY Number of Shares Issuable Weighted Weighted Average Remaining Upon Average Contractual Aggregate Exercise of Exercise Life Intrinsic Warrants Price (years) Value Outstanding at September 30, 2020 40,250 $ 9.00 4.7 $ 321,598 Issued 4,791,665 4.95 Exercised - - Expired - - Outstanding at September 30, 2021 4,831,915 $ 4.98 4.5 - Exercisable at September 30, 2021 4,831,915 $ 4.98 4.5 $ - Subsequent to September 30, 2021, the Company issued shares of common stock upon the exercise of certain Series A Warrants and certain Series B Warrants (see Note 11 – Subsequent Events). |
INCOME TAX
INCOME TAX | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 8. INCOME TAX As of September 30, 2021, and 2020, there were no differences between financial reporting and tax bases of assets and liabilities. The Company will have tax losses available to be applied against future years’ income as result of the losses incurred. However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly, a 100 27,750,819 19,602,755 The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35 21 The Company used an effective tax rate of 30% to deferred tax assets because of this tax rule change. Deferred tax assets consisted of the following as of September 30, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Net Operating Losses $ 8,325,245 $ 5,880,827 Valuation Allowance $ (8,325,245 ) $ (5,880,827 ) |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 9. CONTINGENCIES From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. The results of any future litigation cannot be predicted with certainty, and, regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Matters that are probable of unfavorable outcomes to us and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, our estimates of the outcomes of such matters and our experience in contesting, litigating and settling similar matters. |
SALE OF NUZEE JP
SALE OF NUZEE JP | 12 Months Ended |
Sep. 30, 2021 | |
Sale Of Nuzee Jp | |
SALE OF NUZEE JP | 10. SALE OF NUZEE JP On September 28, 2020, the Company entered into a Stock Transfer Agreement with EHCL pursuant to which the Company sold to EHCL for an aggregate sale price of approximately $ 34,000 70 The gain from the deconsolidation of NuZee JP was $ 95,555 245,607 EHCL is controlled by Mr. Katsuyoshi Eguchi, who previously served as the chief executive officer of NuZee JP and is also the beneficial owner of more than five percent of the Company’s common stock. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS Exercises of Series A Warrants and Series B Warrants Subsequent to September 30, 2021, the Company issued 379,197 379,197 4,000 8,000 1,729,787 Lease Extension in the United States and New Lease in Korea Subsequent to September 30, 2021, the Company entered into a one-year extension of its leased facility in Vista, California. The lease has a monthly lease expense of $ 8,451 January 31, 2023 two years 68,000 6,800 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per common share is equal to net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of September 30, 2021 and September 30, 2020, the total number of common stock equivalents was 9,343,606 1,660,917 |
Capital Resources | Capital Resources Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets, raising capital and the commercialization and manufacture of its single serve coffee products. The Company has generated limited revenues from its principal operations, and there is no assurance of future revenues. As of September 30, 2021, the Company had cash of $ 10,815,954 11,255,310 |
Use of Estimates | Use of Estimates In preparing these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is an estimate of the exit price, representing the amount that would be received to, sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction cost. Fair value measurement under generally accepted accounting principles provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar remaining maturities. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instruments when available. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company had no |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may or may not maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. The Company had no allowance for doubtful accounts as of September 30, 2021 and September 30, 2020. |
Major Customers | Major Customers For the years ended September 30, 2021 and 2020, revenue was primarily from major customers disclosed below. For the year ended September 30, 2021: SCHEDULE OF REVENUE BY MAJOR CUSTOMERS Customer Name Sales Amount % of Total Accounts % of Total Customer WP $ 611,412 32 % $ 172,390 31 % For the year ended September 30, 2020: Customer Name Sales Amount % of Total Accounts % of Total Customer K $ 284,099 20 % $ 3,291 2 % Customer JP $ 158,208 11 % — 0 % Customer WP $ 394,674 28 % $ 133,601 68 % |
Lease | Lease In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The Company implemented ASU No. 2016-02 on October 1, 2019. The Company does a quarterly analysis of leases to determine if there are any operating leases that require recognition under ASC 842. The Company has one significant long-term operating lease for office and manufacturing space in Plano, Texas. The leased property in Plano, Texas, has a remaining lease term through June 2024. The lease has an option to extend beyond the stated termination date, but exercise of this option is not probable. The Company did not apply the recognition requirements of ASC 842 to operating leases with a remaining lease term of 12 months or less. During our analysis of leases in the year ended September 30, 2020, we determined to renew the office and manufacturing space in Vista, California through January 31, 2022, which was previously scheduled to be vacated at June 30, 2020. Additionally, the Seoul, Korea office and manufacturing space lease was extended through June 2022 and an apartment lease was signed through June 2022. Accordingly, we have added ROU assets and lease liabilities related to those leases at June 30, 2020. The direct-leased property in Vista, California has a remaining lease term through January 2022. The leased property in Seoul, Korea has an option to extend beyond the stated termination date, but exercise of this option is not probable. The sub-leased property in Vista, California, is leased month-to-month and has been calculated as a ROU Asset co-terminus with the direct-leased property. In September 2020, we entered into an 18 Effective September 1, 2020, we converted our month-to-month sublease in Vista, California to a 17 17 As of September 30, 2021, our operating leases had a weighted average remaining lease term of 2.3 SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE ROU Asset – October 1, 2020 $ 652,197 Amortization during the period (265,610 ) ROU Asset – September 30, 2021 $ 386,587 Lease Liability – October 1, 2020 $ 659,391 Amortization during the period (260,804 ) Lease Liability – September 30, 2021 $ 398,587 Lease Liability – Short-Term $ 150,931 Lease Liability – Long-Term 247,656 Lease Liability – Total $ 398,587 The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of September 30, 2021. Amounts due within 12 months of September 30, SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES 2022 $ 191,632 2023 135,165 2024 97,405 2025 - 2026 - Total Minimum Lease Payments 424,202 Less Effect of Discounting (25,615 ) Present Value of Future Minimum Lease Payments 398,587 Less Current Portion of Operating Lease Obligations 150,931 Long-Term Operating Lease Obligations $ 247,656 On October 9, 2019, the Company entered into a lease agreement with Alliance Funding Group which provided for a sale lease back on certain packing equipment. The terms of this agreement require us to pay $ 2,987 60 124,500 2.75 12.75 8,896 The following summarizes ROU assets under finance leases at September 30, 2021: SUMMARY OF ROU ASSETS UNDER FINANCE LEASES ROU asset-finance lease at October 1, 2020 $ 105,825 Amortization (12,450 ) Impairment (93,375 ) ROU asset-finance lease at September 30, 2021 $ - During the year ended September 30, 2021, we recorded an impairment to fully write off the equipment as it was deemed no longer useful for our operations. The table below summarizes future minimum finance lease payments at September 30, 2021 for the 12 months ended September 30: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS FOR FINANCE LEASES 2022 $ 33,113 2023 33,113 2024 27,594 2025 - 2026 - Total Minimum Lease Payments 93,820 Amount representing interest (15,420 ) Present Value of Minimum Lease Payments 78,400 Current Portion of Finance Lease Obligations 27,833 Finance Lease Obligations, Less Current Portion $ 50,567 The Company leases office space with terms ranging from month to month to 61 322,585 317,725 During the year ended September 30, 2021, we had the following cash and non-cash activities associated with our leases: SCHEDULE OF CASH AND NON-CASH ACTIVITIES OF LEASES Operating cash outflows from operating leases: $ 260,804 Operating cash outflows from finance leases: $ 8,896 Financing cash outflows from finance lease: $ 21,598 In September 2020, we subleased the space at 1700 Capital Avenue in Plano, Texas, effective October 1, 2020 under favorable terms that are co-terminus with the original lease ending June 30, 2024. During the year ended September 30, 2021, we recognized sublease income of $ 90,030 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF SUBLEASE 2022 $ 123,277 2023 $ 126,971 2024 $ 97,377 Total Minimum Lease Payments to be Received $ 347,625 |
Principles of Consolidation | Principles of Consolidation The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its former majority owned subsidiary (before it was sold as of September 28, 2020), which has a fiscal year end of September 30. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation. The Company consolidates NuZee KR and NuZee INV in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50 NuZee KR and NuZee INV are wholly owned subsidiaries of the Company. NuZee JP was 70 70 |
Foreign Currency Translation | Foreign Currency Translation The financial position and results of operations of each of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenues and expenses of each such subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investment. Foreign currency translation adjustment attributable to Nuzee, Inc. recorded to other comprehensive loss (gain) amounted to ($7,662) ($280,796) Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Foreign currency transaction (gains) losses included in the consolidated statements of operations totaled ($1,198) ($1,024) |
Equity Method | Equity Method Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20 50 When the Company’s carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. On January 9, 2020, a joint venture agreement was signed between Industrial Marino, S.A. de C.V. (50%) and the Company ( 50 313,012 110,000 160,000 43,012 The Company accounts for NLA using the equity method of accounting since the management of day to day operations at NLA ultimately lies with the Company’s joint venture partner as the operations of NLA are based in its partners facilities as well as our partner appoints the Chairman of the joint Board. As of September 30, 2021, the only activity in NLA was the contribution of two machines as described above and other start up related activities. $ 7,889 of a loss and $ 23,314 of income was recognized under the equity method of accounting during the years ended September 30, 2021 and September 30, 2020 respectively. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principle is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in the standard are applied in five steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity satisfies a performance obligation. We adopted Topic 606 as of October 1, 2018 on a modified retrospective basis. The adoption of Topic 606 did not have a material impact on our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations. |
Return and Exchange Policy | Return and Exchange Policy The Company provides a 30-day money-back guarantee if a buyer is not satisfied with a product. All of the products are thoroughly inspected and securely packaged before they are shipped to ensure buyers receive the best possible product. If for any reason buyers are unsatisfied with the products, they can return them and the Company will exchange or refund the purchase minus any shipping charges. For the wholesale customers, return policies varies based on their specific agreements with customers. Under chargebacks agreements with the customers, the Company agrees to reimburse the seller for a portion of the costs incurred by the seller to advertise and promote certain of the Company’s products. The Company estimates, accrues and recognizes such chargebacks. These amounts are included in the determination of net sales. As of September 30, 2021 and September 30, 2020, the Company had no |
Cost Recognition | Cost Recognition Cost of products sold is primarily comprised of direct materials consumed in the manufacturing of co-packing arrangements or the production of our own products for resale. Cost of products sold also includes directly related labors’ salaries and other overhead cost. |
Selling, General and Administrative Expense | Selling, General and Administrative Expense Selling, general and administrative expense (SG&A) is primarily comprised of marketing expenses, research and development costs, administrative and other indirect overhead costs, depreciation expense and other miscellaneous operating items. Personnel expenses, occupying a majority portion of SG&A, were $ 1,877,141 1,433,330 |
Advertising Expenses | Advertising Expenses The Company expenses advertising costs when incurred. Advertising expense for the years ended September 30, 2021 and 2020 is as follows: SCHEDULE OF ADVERTISING EXPENSE September 30, 2021 September 30, 2020 Advertising $ 227,845 $ 98,176 |
Research and Development | Research and Development Research and development expenses are expensed in the consolidated statements of operations as incurred in accordance with FASB ASC 730, Research and Development. For the years ended September 30, 2021 and 2020, respectively, research and development expenses amounted to $ 1,840 11,399 |
Prepaid expenses and other current assets | Prepaid expenses and other current assets The Company prepaid expenses and other current assets for the years ended September 30, 2021 and 2020 is as follows: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2021 September 30, 2020 Prepaid expenses and other current assets $ 464,288 $ 645,375 The Prepaid expenses and other current assets balance of $ 464,288 645,375 |
Inventory | Inventory Inventory, consisting principally of raw materials, work in process and finished goods held for production and sale, is stated at the lower of cost or net realizable value, cost being determined using the weighted average cost method. The Company reviews inventory levels at least quarterly and records a valuation allowance when appropriate. At September 30, 2021 and 2020, the carrying value of inventory of $ 573,464 245,370 SCHEDULE OF INVENTORY September 30, 2021 September 30, 2020 Raw materials $ 552,621 $ 176,231 Finished goods 20,843 69,139 Less - Inventory reserve - - Total $ 573,464 $ 245,370 |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. The Company generally depreciates property and equipment on a straight-line basis over the estimated useful lives of the assets after the assets are placed in service except for NuZee KR which uses the declining balance method. Office equipment is depreciated over a 3 -year life, furniture over a 7 -year life, and other equipment over a 5 -year life. Depreciation expense for the years ended September 30, 2021 and 2020 was $ 344,669 408,489 respectively. Repair and maintenance costs are expensed as incurred. Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment that exceed $1,000 are capitalized. Property and equipment as of September 30, 2021 and 2020 consist of: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 September 30, 2020 Machinery & Equipment 1,812,968 2,495,098 Vehicles 76,267 60,865 Leasehold Improvements 122,698 114,936 Less - Accumulated Depreciation (1,319,909 ) (1,002,551 ) Net Property and Equipment $ 692,024 $ 1,668,348 The Company is required to make deposits or prepayments and progress payments on equipment purchases before the Company receives possession and title. As a result, the Company accounts for such payments as Other Assets until it has possession at which time the equipment is recorded as Property and Equipment. There were no such deposits as of September 30, 2021 or September 30, 2020. |
Samples | Samples The Company distributes samples of its products as a component of its marketing program. Costs for samples are expensed at the time the samples are produced and recorded under operating expenses in the consolidated statements of operations. |
Long-Lived Assets | Long-Lived Assets The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicated that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. In March of 2021, the Company wrote off $ 840,391 of assets in North America as these assets were deemed to be no longer useful for the current business operations. This write off is included in operating expenses on our consolidated statement of operations for the year ended September 30, 2021. |
Intangible Assets | Intangible Assets Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company had no |
Income Taxes | Income Taxes In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of September 30, 2021 and 2020. |
Related parties | Related parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Other Current Liabilities | Other Current Liabilities Other current liabilities are primarily comprised of deposits and advances received from equity investors for certain legal opinions that will be provided by the Company’s counsel which totaled $ 99,760 and $ 30,995 as of September 30, 2021 and September 30, 2020, respectively. |
Stock-based Compensation | Stock-based Compensation We account for share-based awards issued to employees in accordance with Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation”. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, which is normally the vesting period. Share-based compensation to directors is treated in the same manner as share-based compensation to employees, regardless of whether the directors are also employees. In June 2018, the FASB issued ASU 2018-07 which simplifies several aspects of the accounting for non-employee transactions by stipulating that the existing accounting guidance for share-based payments to employees (accounted for under ASC Topic 718, “Compensation-Stock Compensation”) will also apply to non-employee share-based transactions (accounted for under ASC Topic 505, “Equity”). The Company implemented ASU 2018-07 on October 1, 2019 and the impact of the implementation is not material to the financial statements. We estimate the fair value of share-based payments using the Black Scholes option-pricing model for common stock options and warrants and the closing price of our common stock for common share issuances. We recognized forfeitures as they occurred. |
Comprehensive income/loss | Comprehensive income/loss Comprehensive income/loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income/loss are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income/loss pertain to foreign currency translation adjustments. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests represent third-party ownership in the net assets of the Company’s consolidated subsidiary and are presented as a component of equity. |
Segment Information | Segment Information ASC Topic 280, “Disclosures about Segments of an Enterprise and Related Information,” established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. Management has determined that the Company operates in one business segment, which is the commercialization and development of functional beverages. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. The Company reviewed all recently issued pronouncement in 2021, but not yet effective, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial condition or the results of its operations. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REVENUE BY MAJOR CUSTOMERS | For the year ended September 30, 2021: SCHEDULE OF REVENUE BY MAJOR CUSTOMERS Customer Name Sales Amount % of Total Accounts % of Total Customer WP $ 611,412 32 % $ 172,390 31 % For the year ended September 30, 2020: Customer Name Sales Amount % of Total Accounts % of Total Customer K $ 284,099 20 % $ 3,291 2 % Customer JP $ 158,208 11 % — 0 % Customer WP $ 394,674 28 % $ 133,601 68 % |
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE | As of September 30, 2021, our operating leases had a weighted average remaining lease term of 2.3 SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE ROU Asset – October 1, 2020 $ 652,197 Amortization during the period (265,610 ) ROU Asset – September 30, 2021 $ 386,587 Lease Liability – October 1, 2020 $ 659,391 Amortization during the period (260,804 ) Lease Liability – September 30, 2021 $ 398,587 Lease Liability – Short-Term $ 150,931 Lease Liability – Long-Term 247,656 Lease Liability – Total $ 398,587 |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES | Amounts due within 12 months of September 30, SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES 2022 $ 191,632 2023 135,165 2024 97,405 2025 - 2026 - Total Minimum Lease Payments 424,202 Less Effect of Discounting (25,615 ) Present Value of Future Minimum Lease Payments 398,587 Less Current Portion of Operating Lease Obligations 150,931 Long-Term Operating Lease Obligations $ 247,656 |
SUMMARY OF ROU ASSETS UNDER FINANCE LEASES | The following summarizes ROU assets under finance leases at September 30, 2021: SUMMARY OF ROU ASSETS UNDER FINANCE LEASES ROU asset-finance lease at October 1, 2020 $ 105,825 Amortization (12,450 ) Impairment (93,375 ) ROU asset-finance lease at September 30, 2021 $ - |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS FOR FINANCE LEASES | The table below summarizes future minimum finance lease payments at September 30, 2021 for the 12 months ended September 30: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS FOR FINANCE LEASES 2022 $ 33,113 2023 33,113 2024 27,594 2025 - 2026 - Total Minimum Lease Payments 93,820 Amount representing interest (15,420 ) Present Value of Minimum Lease Payments 78,400 Current Portion of Finance Lease Obligations 27,833 Finance Lease Obligations, Less Current Portion $ 50,567 |
SCHEDULE OF CASH AND NON-CASH ACTIVITIES OF LEASES | During the year ended September 30, 2021, we had the following cash and non-cash activities associated with our leases: SCHEDULE OF CASH AND NON-CASH ACTIVITIES OF LEASES Operating cash outflows from operating leases: $ 260,804 Operating cash outflows from finance leases: $ 8,896 Financing cash outflows from finance lease: $ 21,598 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF SUBLEASE | SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF SUBLEASE 2022 $ 123,277 2023 $ 126,971 2024 $ 97,377 Total Minimum Lease Payments to be Received $ 347,625 |
SCHEDULE OF ADVERTISING EXPENSE | The Company expenses advertising costs when incurred. Advertising expense for the years ended September 30, 2021 and 2020 is as follows: SCHEDULE OF ADVERTISING EXPENSE September 30, 2021 September 30, 2020 Advertising $ 227,845 $ 98,176 |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | The Company prepaid expenses and other current assets for the years ended September 30, 2021 and 2020 is as follows: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2021 September 30, 2020 Prepaid expenses and other current assets $ 464,288 $ 645,375 |
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY September 30, 2021 September 30, 2020 Raw materials $ 552,621 $ 176,231 Finished goods 20,843 69,139 Less - Inventory reserve - - Total $ 573,464 $ 245,370 |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 September 30, 2020 Machinery & Equipment 1,812,968 2,495,098 Vehicles 76,267 60,865 Leasehold Improvements 122,698 114,936 Less - Accumulated Depreciation (1,319,909 ) (1,002,551 ) Net Property and Equipment $ 692,024 $ 1,668,348 |
LOANS (Tables)
LOANS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOAN PAYMENTS | The loan payments required for the next five years are as follows: SCHEDULE OF LOAN PAYMENTS Ford Motor Credit Shin Han Bank Total 2021 (October-December) $ 1,909 $ 11,966 $ 13,875 2022 (January-September) 5,811 23,932 29,743 Total Current Portion 7,720 35,898 43,618 2022 (October-December) 1,965 - 1,965 2023 8,005 - 8,005 2024 2,726 - 2,726 Total Long-Term Portion 12,696 - 12,696 Grand Total $ 20,416 $ 35,898 $ 56,314 |
GEOGRAPHIC CONCENTRATIONS (Tabl
GEOGRAPHIC CONCENTRATIONS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF GEOGRAPHIC OPERATIONS | Information about the Company’s geographic operations for years ended September 30, 2021 and 2020 are as follows: SCHEDULE OF GEOGRAPHIC OPERATIONS Year Ended September 30, 2021 Year Ended September 30, 2020 Net Revenue: North America $ 1,441,274 $ 1,025,151 Japan - 261,759 South Korea 485,386 116,221 Net Revenue $ 1,926,660 $ 1,403,131 September 30, 2021 September 30, 2020 Property and equipment, net: North America $ 535,966 $ 1,422,575 Japan 1,496 2,813 South Korea 154,562 242,960 Property and equipment, net $ 692,024 $ 1,668,348 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR FAIR VALUE MEASUREMENT OF OPTIONS GRANTED | The Black-Scholes option pricing model was used with the following weighted average assumptions for options granted during the years ended September 30, 2021 and 2020, respectively: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR FAIR VALUE MEASUREMENT OF OPTIONS GRANTED For employees September 30, 2021 September 30, 2020 Risk-free interest rate 1.27 2.2 % None Expected option life 10 years None Expected volatility 297 301 % None Expected dividend yield 0.00 % None Exercise price $ 2.91 - $ 3.27 None For non-employees September 30, 2021 September 30, 2020 Risk-free interest rate 0.78 1.71 % 0.81 2.44 % Expected option life 10 years 5.64 10 years Expected volatility 302 310 % 814 996 % Expected dividend yield 0.00 % 0.00 % Exercise price $ 3.03 – 16.79 $ 1.53 22.20 |
SUMMARY OF STOCK OPTION ACTIVITY | The following table summarizes stock option activity for the year ended September 30, 2021. SUMMARY OF STOCK OPTION ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at September 30, 2020 1,620,667 $ 5.74 7.3 $ 19,112,118 Granted 3,366,681 4.88 Exercised (6,000 ) 1.53 Expired — — Forfeited (469,657 ) 9.29 Outstanding at September 30, 2021 4,511,691 4.73 8.4 $ 452,206 Exercisable at September 30, 2021 1,640,892 $ 5.64 7.3 $ 368,673 The following table summarizes stock option activity for the year ended September 30, 2020. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at September 30, 2019 1,811,667 $ 6.86 8.4 $ 33,705,960 Granted 68,334 13.47 Exercised (36,001 ) 1.71 Expired — — Forfeited (223,333 ) 17.9 Outstanding at September 30, 2020 1,620,667 $ 5.74 7.3 $ 19,112,118 Exercisable at September 30, 2020 857,750 $ 5.93 7.3 $ 9,978,995 |
SUMMARY OF UNVESTED SHARES | A summary of the status of the Company’s unvested options as of September 30, 2021 and 2020, are presented below: SUMMARY OF UNVESTED SHARES Number of Weighted Average Grant Nonvested Options Date Fair Value Nonvested options at September 30, 2019 1,355,000 $ 12.69 Granted 68,334 $ 13.57 Exercised (23,334 ) 1.95 Forfeited (223,333 ) $ 18.88 Vested (413,750 ) $ 13.94 Nonvested options at September 30, 2020 762,917 $ 10.60 Granted 3,366,681 $ 4.88 Exercised — $ — Forfeited (316,328 ) $ 7.66 Vested (942,471 ) $ 8.16 Nonvested options at September 30, 2021 2,870,799 $ 5.02 |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes warrant activity for the year ended September 30, 2021: SCHEDULE OF WARRANT ACTIVITY Number of Shares Issuable Weighted Weighted Average Remaining Upon Average Contractual Aggregate Exercise of Exercise Life Intrinsic Warrants Price (years) Value Outstanding at September 30, 2020 40,250 $ 9.00 4.7 $ 321,598 Issued 4,791,665 4.95 Exercised - - Expired - - Outstanding at September 30, 2021 4,831,915 $ 4.98 4.5 - Exercisable at September 30, 2021 4,831,915 $ 4.98 4.5 $ - |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | Deferred tax assets consisted of the following as of September 30, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Net Operating Losses $ 8,325,245 $ 5,880,827 Valuation Allowance $ (8,325,245 ) $ (5,880,827 ) |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - USD ($) | Sep. 28, 2020 | Oct. 28, 2019 | Sep. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock issued value | $ 13,701,284 | ||
Reverse stock split | l-for-3 reverse stock split | ||
NuZee JAPAN Co., Ltd [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Equity percentage | 70.00% | ||
NuZee JAPAN Co., Ltd [Member] | Stock Transfer Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock issued value | $ 34,000 | ||
Equity percentage | 70.00% |
SCHEDULE OF REVENUE BY MAJOR CU
SCHEDULE OF REVENUE BY MAJOR CUSTOMERS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue Benchmark [Member] | Customer WP [Member] | ||
Product Information [Line Items] | ||
Sales Amount | $ 611,412 | $ 394,674 |
Revenue Benchmark [Member] | Customer WP [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 32.00% | 28.00% |
Revenue Benchmark [Member] | Customer K [Member] | ||
Product Information [Line Items] | ||
Sales Amount | $ 284,099 | |
Revenue Benchmark [Member] | Customer K [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 20.00% | |
Revenue Benchmark [Member] | Customer JP [Member] | ||
Product Information [Line Items] | ||
Sales Amount | $ 158,208 | |
Revenue Benchmark [Member] | Customer JP [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 11.00% | |
Accounts Receivable [Member] | Customer WP [Member] | ||
Product Information [Line Items] | ||
Accounts Receivable Amount | $ 172,390 | $ 133,601 |
Accounts Receivable [Member] | Customer WP [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 31.00% | 68.00% |
Accounts Receivable [Member] | Customer K [Member] | ||
Product Information [Line Items] | ||
Accounts Receivable Amount | $ 3,291 | |
Accounts Receivable [Member] | Customer K [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 2.00% | |
Accounts Receivable [Member] | Customer JP [Member] | ||
Product Information [Line Items] | ||
Accounts Receivable Amount | ||
Accounts Receivable [Member] | Customer JP [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 0.00% |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
ROU Asset | $ 652,197 | |
Amortization during the period | (265,610) | |
ROU Asset | 386,587 | |
Lease Liability | 659,391 | |
Amortization during the period | (260,804) | |
Lease Liability | 398,587 | |
Lease Liability - Short-Term | 150,931 | $ 263,678 |
Lease Liability - Long-Term | 247,656 | 395,713 |
Lease Liability - Total | $ 398,587 | $ 659,391 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
2022 | $ 191,632 | |
2023 | 135,165 | |
2024 | 97,405 | |
2025 | ||
2026 | ||
Total Minimum Lease Payments | 424,202 | |
Less Effect of Discounting | (25,615) | |
Present Value of Future Minimum Lease Payments | 398,587 | $ 659,391 |
Less Current Portion of Operating Lease Obligations | 150,931 | 263,678 |
Long-Term Operating Lease Obligations | $ 247,656 | $ 395,713 |
SUMMARY OF ROU ASSETS UNDER FIN
SUMMARY OF ROU ASSETS UNDER FINANCE LEASES (Details) | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | |
ROU asset-finance lease, beginning balance | $ 105,825 |
ROU asset-finance lease, ending balance | |
Finance Lease [Member] | |
Lessee, Lease, Description [Line Items] | |
ROU asset-finance lease, beginning balance | 105,825 |
Amortization | (12,450) |
Impairment | (93,375) |
ROU asset-finance lease, ending balance |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS FOR FINANCE LEASES (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
2022 | $ 33,113 | |
2023 | 33,113 | |
2024 | 27,594 | |
2025 | ||
2026 | ||
Total Minimum Lease Payments | 93,820 | |
Amount representing interest | (15,420) | |
Present Value of Minimum Lease Payments | 78,400 | |
Current Portion of Finance Lease Obligations | 27,833 | $ 21,598 |
Finance Lease Obligations, Less Current Portion | $ 50,567 | $ 78,400 |
SCHEDULE OF CASH AND NON-CASH A
SCHEDULE OF CASH AND NON-CASH ACTIVITIES OF LEASES (Details) | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Operating cash outflows from operating leases | $ 260,804 |
Operating cash outflows from finance lease | 8,896 |
Financing cash outflows from finance lease | $ 21,598 |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF SUBLEASE (Details) | Sep. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
2022 | $ 123,277 |
2023 | 126,971 |
2024 | 97,377 |
Total Minimum Lease Payments to be Received | $ 347,625 |
SCHEDULE OF ADVERTISING EXPENSE
SCHEDULE OF ADVERTISING EXPENSE (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Advertising | $ 227,845 | $ 98,176 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Prepaid expenses and other current assets | $ 464,288 | $ 645,375 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Raw materials | $ 552,621 | $ 176,231 |
Finished goods | 20,843 | 69,139 |
Less - Inventory reserve | ||
Total | $ 573,464 | $ 245,370 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Machinery & Equipment | $ 1,812,968 | $ 2,495,098 |
Vehicles | 76,267 | 60,865 |
Leasehold Improvements | 122,698 | 114,936 |
Less - Accumulated Depreciation | (1,319,909) | (1,002,551) |
Net Property and Equipment | $ 692,024 | $ 1,668,348 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 01, 2020 | Oct. 09, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 28, 2020 | Jan. 09, 2020 |
Property, Plant and Equipment [Line Items] | ||||||||||
Common stock equivalents | 9,343,606 | 1,660,917 | ||||||||
Cash | $ 4,398,545 | $ 10,815,954 | $ 4,398,545 | $ 10,815,954 | $ 4,398,545 | |||||
Working capital | 11,255,310 | 11,255,310 | ||||||||
Cash equivalents | 0 | 0 | 0 | 0 | 0 | |||||
Allowance for doubtful debts | 0 | $ 0 | 0 | $ 0 | 0 | |||||
Financing lease remaining lease term | 2 years 9 months | 2 years 9 months | ||||||||
Financing lease discount rate | 12.75% | 12.75% | ||||||||
Interest expense on finance lease liabilities | $ 8,896 | |||||||||
Sub lease, income | 90,030 | |||||||||
Foreign currency translation adjustment | (7,662) | (280,796) | ||||||||
Foreign currency transaction gain (loss) | (1,198) | (1,024) | ||||||||
Cash contribution | 110,000 | |||||||||
Selling, general and administrative expense | 1,877,141 | 1,433,330 | ||||||||
Research and development expenses | 1,840 | 11,399 | ||||||||
Deferred financing costs | 645,375 | $ 464,288 | 645,375 | 464,288 | 645,375 | |||||
Inventory | 245,370 | 573,464 | 245,370 | 573,464 | 245,370 | |||||
Depreciation | $ 344,669 | 408,489 | ||||||||
Property and equipment, description | Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment that exceed $1,000 are capitalized. | |||||||||
Purchase of deposit equipment | $ 0 | 0 | ||||||||
[custom:WriteOfAssets] | $ 840,391 | |||||||||
Intangible assets | 0 | 0 | 0 | $ 0 | 0 | |||||
Income Tax Examination, Likelihood of Unfavorable Settlement | greater than 50% likelihood | |||||||||
Unrecognized Tax Benefits | 0 | 0 | 0 | |||||||
Other Liabilities | $ 30,995 | $ 99,760 | 30,995 | $ 99,760 | 30,995 | |||||
Office Equipment [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||
Furniture [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||||||
Other Equipment [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||||
Sales Returns and Allowances [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Sales allowances | $ 0 | 0 | ||||||||
Equity Method Investee [Member] | Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Equity percentage | 20.00% | 20.00% | ||||||||
Equity Method Investee [Member] | Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Equity percentage | 50.00% | 50.00% | ||||||||
Joint Venture Agreement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Machine carrying cost | $ 313,012 | |||||||||
General and Administrative Expense [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Weighted average remaining lease term | 61 months | 61 months | ||||||||
Rent expense | $ 322,585 | $ 317,725 | ||||||||
Alliance Funding Group [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Payment of equipment on lease | $ 124,500 | |||||||||
Industrial Marino, S.A. de C.V. and NuZee Latin America, S.A. de C.V. [Member] | Joint Venture Agreement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Equity percentage | 50.00% | 50.00% | 50.00% | |||||||
NuZee JAPAN Co., Ltd [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Equity percentage | 70.00% | 70.00% | ||||||||
NuZee JAPAN Co., Ltd [Member] | Stock Transfer Agreement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Equity percentage | 70.00% | |||||||||
NLA [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Cash contribution | $ 7,889 | $ 23,314 | ||||||||
Gain on investments | 160,000 | |||||||||
Loss on investments | $ 43,012 | |||||||||
Lease Agreement [Member] | Alliance Funding Group [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Payment of equipment on lease | $ 2,987 | |||||||||
Weighted average remaining lease term | 60 months | |||||||||
Plano Texas [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Sublease description | In September 2020, we entered into an 18-month sublease effective October 1, 2020 reducing our space and term in Plano, Texas. Accordingly, this lease has been added to our right-of-use asset balance at September 30, 2020. This lease is for the Company’s principal executive office located at 1401 Capital Avenue, Suite B, Plano, Texas 75074. | |||||||||
Subease term | 18 months | |||||||||
Vista California [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Sublease description | Effective September 1, 2020, we converted our month-to-month sublease in Vista, California to a 17-month sublease ending January 31, 2022 which is co-terminus with our direct lease in Vista. The month-to-month sublease was recognized as a right-of-use asset in our June 30, 2020 analysis. The terms of the 17-month lease are similar to the terms used to value the right-of-use asset at June 30, 2020. | |||||||||
Subease term | 17 months |
SCHEDULE OF LOAN PAYMENTS (Deta
SCHEDULE OF LOAN PAYMENTS (Details) | Sep. 30, 2021USD ($) |
Line of Credit Facility [Line Items] | |
2021 | $ 13,875 |
2022 | 29,743 |
Total Current Portion | 43,618 |
2022 | 1,965 |
2023 | 8,005 |
2024 | 2,726 |
Total Long-Term Portion | 12,696 |
Grand Total | 56,314 |
Ford Motor Credit [Member] | |
Line of Credit Facility [Line Items] | |
2021 | 1,909 |
2022 | 5,811 |
Total Current Portion | 7,720 |
2022 | 1,965 |
2023 | 8,005 |
2024 | 2,726 |
Total Long-Term Portion | 12,696 |
Grand Total | 20,416 |
ShinHan Bank [Member] | |
Line of Credit Facility [Line Items] | |
2021 | 11,966 |
2022 | 23,932 |
Total Current Portion | 35,898 |
2022 | |
2023 | |
2024 | |
Total Long-Term Portion | |
Grand Total | $ 35,898 |
LOANS (Details Narrative)
LOANS (Details Narrative) - USD ($) | Apr. 02, 2019 | Feb. 15, 2019 | Jun. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 |
Ford Motor Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Loans Payable | $ 20,416 | $ 27,916 | |||
ShinHan Bank [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Loans Payable | $ 35,898 | $ 85,001 | |||
Vehicles [Member] | Ford Motor Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Supplemental Deferred Purchase Price | $ 41,627 | ||||
Payments to Acquire Machinery and Equipment | 3,500 | ||||
Debt Instrument, Face Amount | $ 38,127 | ||||
Debt Instrument, Term | 60 months | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.90% | ||||
Equipment [Member] | ShinHan Bank [Member] | NuZee Korea Ltd [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Face Amount | $ 60,563 | ||||
Debt Instrument, Term | 36 months | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.33% | ||||
Debt Instrument, Increase (Decrease), Net | $ 86,518 |
SCHEDULE OF GEOGRAPHIC OPERATIO
SCHEDULE OF GEOGRAPHIC OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Net Revenue | $ 1,926,660 | $ 1,403,131 |
Property and equipment, net | 692,024 | 1,668,348 |
North America [Member] | ||
Net Revenue | 1,441,274 | 1,025,151 |
Property and equipment, net | 535,966 | 1,422,575 |
JAPAN | ||
Net Revenue | 261,759 | |
Property and equipment, net | 1,496 | 2,813 |
KOREA, REPUBLIC OF | ||
Net Revenue | 485,386 | 116,221 |
Property and equipment, net | $ 154,562 | $ 242,960 |
GEOGRAPHIC CONCENTRATIONS (Deta
GEOGRAPHIC CONCENTRATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Asset Impairment Charges | $ 840,391 | |
North America [Member] | ||
[custom:AssetsWriteOff-0] | 840,391 | |
Other Asset Impairment Charges | 93,375 | |
Asset Impairment Charges | $ 747,016 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2016 | Sep. 30, 2016 | Feb. 28, 2015 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 28, 2020 | |
Related Party Transaction [Line Items] | ||||||
Revenues | $ 1,926,660 | $ 1,403,131 | ||||
NuZee Co., Ltd. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Related Parties | 4,415 | 4,381 | ||||
NuZee Latin America [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from Related Parties | 28,298 | 10,810 | ||||
NuZee Latin America [Member] | Rental Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rental agreement discription | NuZee JP entered into a rental agreement of an office space with NuZee Co., Ltd. (“NCL”), which is 100% owned by Masateru Higashida. | NuZee JP entered into a rental agreement of an office space and warehouse with EHCL. | NuZee JP entered into a rental agreement of a warehouse with Eguchi Steel Co., Ltd (“ESCL”). | |||
NuZee JAPAN Co., Ltd [Member] | Rental Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expenses | $ 0 | |||||
Accounts Payable | 0 | |||||
NuZee JAPAN Co., Ltd [Member] | Eguchi Holdings Co., Ltd. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenues | $ 3,843 | |||||
NuZee JAPAN Co., Ltd [Member] | Eguchi Holdings Co., Ltd. [Member] | Rental Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expenses | $ 609 | |||||
Initial agreement term | 3 years | |||||
NuZee JAPAN Co., Ltd [Member] | NuZee Co., Ltd. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts receivable | $ 0 | |||||
NuZee JAPAN Co., Ltd [Member] | NuZee Co., Ltd. [Member] | Rental Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expenses | $ 1,169 | |||||
NuZee JAPAN Co., Ltd [Member] | Eguchi Steel Co Ltd [Member] | Rental Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expenses | $ 449 |
ISSUANCE OF EQUITY SECURITIES (
ISSUANCE OF EQUITY SECURITIES (Details Narrative) - USD ($) | Mar. 19, 2021 | Mar. 11, 2021 | Jan. 11, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 23, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Net proceeds from issuance common stock | $ 13,701,284 | $ 7,580,067 | |||||
Stock issuance expense | $ 264,018 | ||||||
Warrant exercise price | $ 9 | ||||||
Preferred stock authorized | 100,000,000 | 100,000,000 | |||||
Stock option exercised during period | 6,000 | 36,001 | |||||
Proceeds from stock option exercise | $ 9,180 | $ 51,300 | |||||
Stock Options [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock option exercised during period | 6,000 | 36,001 | |||||
Proceeds from stock option exercise | $ 9,180 | $ 51,300 | |||||
Shanoop Kothari [Member] | 2019 Stock Incentive Plan [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock award granted, during period | 152,215 | ||||||
Vesting of shares, description | (35,739 net shares were issued to Mr. Kothari following the forfeiture of 15,000 vested shares to cover taxes) | ||||||
Stock compensation expense | 1,251,402 | ||||||
Shanoop Kothari [Member] | 2019 Stock Incentive Plan [Member] | Vesting Immediately [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares vested during period | 50,739 | ||||||
Shanoop Kothari [Member] | 2019 Stock Incentive Plan [Member] | Vest on March 31, 2021 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares vested during period | 50,739 | ||||||
Shanoop Kothari [Member] | 2019 Stock Incentive Plan [Member] | Vest on March 31, 2022 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares vested during period | 50,737 | ||||||
Underwritten, Over Allotment Option [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares sold during period | 2,777,777 | ||||||
Net proceeds from public offering | $ 11,017,304 | ||||||
Issuance of warrants, description | 2,777,777 units (“Units”) in an underwritten registered public offering for aggregate net proceeds of $11,017,304 which includes the proceeds from the underwriter’s full exercise of their overallotment option with respect to the warrant component of the Units, as further described below, with each Unit consisting of (a) one share of our common stock, (b) one Series A warrant (each, a “Series A Warrant” and collectively, the “Series A Warrants”) to purchase one share of our common stock with an initial exercise price of $4.50 per whole share, and (c) one Series B warrant (each, a “Series B Warrant” and collectively, the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase one-half share of our common stock with an initial exercise price of $5.85 per whole share, and (ii) 416,666 Series A Warrants and 416,666 Series B Warrants, each pursuant to the underwriter’s full exercise of their overallotment option with respect to such warrants. | ||||||
ATM Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares sold during period | 50,000,000 | ||||||
Stock issuance expense | $ 477,605 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares issued, price per share | $ 9.14 | ||||||
Net proceeds from issuance common stock | $ 2,149,486 | ||||||
Stock issuance expense | $ 225,089 | ||||||
Shares issued during period, shares | 256,338 | ||||||
Common Stock [Member] | Triton Funds LP [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares sold during period | 72,955 | ||||||
Net proceeds from public offering | $ 534,494 | ||||||
Common Stock [Member] | Private Offering [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares sold during period | 111,738 | ||||||
Shares issued, price per share | $ 17.25 | ||||||
Net proceeds from issuance common stock | $ 1,927,338 | ||||||
CommonStock [Member] | Private Offering [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares sold during period | 805,000 | ||||||
Shares issued, price per share | $ 9 | ||||||
Net proceeds from issuance common stock | $ 5,427,640 | ||||||
Series A Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant exercise price | $ 4.50 | ||||||
Series A Warrant [Member] | Underwritten, Over Allotment Option [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares sold during period | 416,666 | ||||||
Series B Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant exercise price | $ 5.85 | ||||||
Series B Warrant [Member] | Underwritten, Over Allotment Option [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares sold during period | 416,666 |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR FAIR VALUE MEASUREMENT OF OPTIONS GRANTED (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
For Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life | 10 years | |
Expected dividend yield | 0.00% | |
For Employees [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.27% | |
Expected volatility | 297.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 2.91 | |
For Employees [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.20% | |
Expected volatility | 301.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 3.27 | |
For Non Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life | 10 years | |
Expected dividend yield | 0.00% | 0.00% |
For Non Employees [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.78% | 0.81% |
Expected option life | 5 years 7 months 20 days | |
Expected volatility | 302.00% | 814.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 3.03 | $ 1.53 |
For Non Employees [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.71% | 2.44% |
Expected option life | 10 years | |
Expected volatility | 310.00% | 996.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 16.79 | $ 22.20 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options Outstanding, Beginning | 1,620,667 | 1,811,667 |
Weighted Average Exercise Price Outstanding, Beginning | $ 5.74 | $ 6.86 |
Weighted Average Remaining Contractual Life (years) Stock Options Outstanding, Beginning | 7 years 3 months 18 days | 8 years 4 months 24 days |
Aggregate Intrinsic Value Options Outstanding, Beginning | $ 19,112,118 | $ 33,705,960 |
Number of Options, Granted | 3,366,681 | 68,334 |
Weighted Average Exercise Price, Granted | $ 4.88 | $ 13.47 |
Number of Options, Exercised | (6,000) | (36,001) |
Weighted Average Exercise Price, Exercised | $ 1.53 | $ 1.71 |
Number of Options, Expired | ||
Weighted Average Exercise Price, Expired | ||
Number of Options, Forfeited | (469,657) | (223,333) |
Weighted Average Exercise Price, Forfeited | $ 9.29 | $ 17.9 |
Number of Options Outstanding, Ending | 4,511,691 | 1,620,667 |
Weighted Average Exercise Price Outstanding, Ending | $ 4.73 | $ 5.74 |
Weighted Average Remaining Contractual Life (years) Stock Options Outstanding, Ending Balance | 8 years 4 months 24 days | 7 years 3 months 18 days |
Aggregate Intrinsic Value Options Outstanding, Ending Balance | $ 452,206 | $ 19,112,118 |
Number of Options Exercisable | 1,640,892 | 857,750 |
Weighted Average Exercise Price, Exercisable | $ 5.64 | $ 5.93 |
Weighted Average Remaining Contractual Life (years) Stock Options, Exercisable | 7 years 3 months 18 days | 7 years 3 months 18 days |
Aggregate Intrinsic Value Options, Exercisable | $ 368,673 | $ 9,978,995 |
SUMMARY OF UNVESTED SHARES (Det
SUMMARY OF UNVESTED SHARES (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Nonvested Shares, Ending | 762,917 | 1,355,000 |
Weighted Average Grant Date Fair Value Nonvested Shares Ending | $ 10.60 | $ 12.69 |
Number of Nonvested Shares, Granted | 3,366,681 | 68,334 |
Weighted Average Grant Date Fair Value, Granted | $ 4.88 | $ 13.57 |
Number of Nonvested Shares, Exercised | (23,334) | |
Weighted Average Grant Date Fair Value, Granted | $ 1.95 | |
Number of Nonvested Shares, Forfeited | (316,328) | (223,333) |
Weighted Average Grant Date Fair Value, Forfeited | $ 7.66 | $ 18.88 |
Number of Nonvested Shares, Vested | (942,471) | (413,750) |
Weighted Average Grant Date Fair Value, Vested | $ 8.16 | $ 13.94 |
Number of Nonvested Shares, Ending | 2,870,799 | 762,917 |
Weighted Average Grant Date Fair Value Nonvested Shares Ending | $ 5.02 | $ 10.60 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Warrants Outstanding, Beginning | shares | 40,250 |
Weighted Average Exercise Price, Beginning | $ / shares | $ 9 |
Weighted Average Remaining Contractual Life (years) Stock Warrants, Beginning Balance | 4 years 8 months 12 days |
Aggregate Intrinsic Value Warrants Outstanding, Beginning | $ | $ 321,598 |
Number of Warrants, Issued | shares | 4,791,665 |
Weighted Average Exercise Price, Issued | $ / shares | $ 4.95 |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Number of Warrants Outstanding, Ending | shares | 4,831,915 |
Weighted Average Exercise Price, Ending | $ / shares | $ 4.98 |
Weighted Average Remaining Contractual Life (years) Stock Warrants, Ending Balance | 4 years 6 months |
Aggregate Intrinsic Value Warrants Outstanding, Ending | $ | |
Number of Warrants Exercisable | shares | 4,831,915 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 4.98 |
Weighted Average Remaining Contractual Life (years) Stock Warrants, Exercisable | 4 years 6 months |
Aggregate Intrinsic Value Warrants, Exercisable | $ |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | Mar. 19, 2021 | Jun. 23, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option issued | 3,366,681 | 68,334 | |||||
Stock option exercise price | $ 1.53 | $ 1.71 | |||||
Stock option vest and exercisable period | 7 years 3 months 18 days | 7 years 3 months 18 days | |||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardTerms] | 10 years | ||||||
Stock or Unit Option Plan Expense | $ 9,405,191 | $ 4,167,616 | |||||
Stock option forfeiture during period | 469,657 | 223,333 | |||||
Warrant to purchase common stock | 40,250 | ||||||
Warrant exercise price | $ 9 | ||||||
Warrants exercisable date | Dec. 23, 2020 | ||||||
Warrant expiration date | Jun. 18, 2025 | ||||||
Series A Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant exercise price | $ 4.50 | ||||||
Warrants term | 5 years | ||||||
Series B Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant exercise price | $ 5.85 | ||||||
Warrants term | 5 years | ||||||
Termination of Employment [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option forfeiture during period | 361,657 | ||||||
Performance Conditions [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option forfeiture during period | 108,000 | ||||||
Underwritten, Over Allotment Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of warrants, description | 2,777,777 units (“Units”) in an underwritten registered public offering for aggregate net proceeds of $11,017,304 which includes the proceeds from the underwriter’s full exercise of their overallotment option with respect to the warrant component of the Units, as further described below, with each Unit consisting of (a) one share of our common stock, (b) one Series A warrant (each, a “Series A Warrant” and collectively, the “Series A Warrants”) to purchase one share of our common stock with an initial exercise price of $4.50 per whole share, and (c) one Series B warrant (each, a “Series B Warrant” and collectively, the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase one-half share of our common stock with an initial exercise price of $5.85 per whole share, and (ii) 416,666 Series A Warrants and 416,666 Series B Warrants, each pursuant to the underwriter’s full exercise of their overallotment option with respect to such warrants. | ||||||
Shares sold during period | 2,777,777 | ||||||
Underwritten, Over Allotment Option [Member] | Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of warrants, description | (i) 2,777,777 units (the “Units”), at a price to the public of $4.50 per Unit, with each Unit consisting of (a) one share of our common stock, (b) one Series A Warrant, and (c) one Series B Warrant, and (ii) 416,666 Series A Warrants and 416,666 Series B Warrants, each pursuant to the underwriter’s full exercise of their overallotment option with respect to such warrants. | ||||||
Shares sold during period | 2,777,777 | ||||||
Underwritten, Over Allotment Option [Member] | Series A Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares sold during period | 416,666 | ||||||
Underwritten, Over Allotment Option [Member] | Series B Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares sold during period | 416,666 | ||||||
Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option exercise price | $ 2.91 | ||||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option exercise price | $ 16.79 | ||||||
Performance Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option issued | 1,610,743 | ||||||
Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option vest and exercisable period | 1 year 4 months 24 days | ||||||
Stock or Unit Option Plan Expense | $ 9,405,191 | $ 4,167,616 | |||||
Unamortized option expense | $ 4,836,630 | ||||||
Stock option forfeiture during period | 496,657 | ||||||
Independent Contractors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 15,000 | ||||||
Stock option vest and exercisable period | 3 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 33% of the options vesting on each anniversary of the grant date. | ||||||
Independent Board Members [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 1,369,944 | ||||||
Employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 1,981,737 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | these options shall vest and become exercisable (i) in the case of time-based options, generally as to 1/3 on each anniversary of the grant date, although different vesting patterns exist, or (ii) in the case of performance-based options (the “Performance-Based Options”), based on the Company’s or individual’s achievement of certain performance milestones established by the Compensation Committee for each fiscal year in the fiscal years ending September 30, 2021, 2022, 2023 and 2024. | ||||||
Consultant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option issued | 45,000 | 23,334 | 3,366,681 | ||||
Stock option exercise price | $ 19.67 | $ 1.53 | $ 4.88 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Income Tax Disclosure [Abstract] | ||
Net Operating Losses | $ 8,325,245 | $ 5,880,827 |
Valuation Allowance | $ (8,325,245) | $ (5,880,827) |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | Dec. 22, 2017 | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Income Tax Disclosure [Abstract] | |||
Deferred income tax assets valuation allowance percentage | 1 | ||
Net operating loss carry forward | $ 27,750,819 | $ 19,602,755 | |
Federal tax rate | 35.00% | 21.00% | |
Income tax examination, description | The Company used an effective tax rate of 30% to deferred tax assets because of this tax rule change. |
SALE OF NUZEE JP (Details Narra
SALE OF NUZEE JP (Details Narrative) - USD ($) | Sep. 28, 2020 | Sep. 30, 2021 |
Common stock issued value | $ 13,701,284 | |
NuZee JAPAN Co., Ltd [Member] | ||
Ownership percentage | 70.00% | |
NuZee JAPAN Co., Ltd [Member] | Stock Transfer Agreement [Member] | ||
Common stock issued value | $ 34,000 | |
Ownership percentage | 70.00% | |
Deconsolidation, gain (loss), amount | $ 95,555 | |
Cumulated translation adjustment | $ 245,607 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Subsequent Event [Line Items] | |||
Shares warrant exercised | 6,000 | 36,001 | |
Gross proceeds from exercise of stock | $ 13,701,284 | $ 7,580,067 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Gross proceeds from exercise of stock | $ 1,729,787 | ||
Lease expense, common area | $ 8,451 | ||
Lease expiration | Jan. 31, 2023 | ||
Lease term | 2 years | ||
Lease deposit | $ 68,000 | ||
Lease expense | $ 6,800 | ||
Subsequent Event [Member] | Series A Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued during period, shares | 379,197 | ||
Shares warrant exercised | 379,197 | ||
Subsequent Event [Member] | Series B Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued during period, shares | 4,000 | ||
Shares warrant exercised | 8,000 |