Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Nukkleus Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 302,024,371 | |
Amendment Flag | false | |
Entity Central Index Key | 0001592782 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55922 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 38-3912845 | |
Entity Address, Address Line One | 525 Washington Boulevard, | |
Entity Address, City or Town | Jersey City, | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07310 | |
Entity Interactive Data Current | Yes | |
City Area Code | 212 | |
Local Phone Number | 791-4663 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
CURRENT ASSETS: | ||
Cash | $ 364,777 | $ 82,849 |
Accounts receivable | 57,741 | |
Due from affiliates | 2,617,873 | 3,709,772 |
Prepaid expense and other current assets | 19,719 | 7,010 |
TOTAL CURRENT ASSETS | 3,060,110 | 3,799,631 |
NON-CURRENT ASSETS: | ||
Intangible assets, net | 13,940,257 | |
TOTAL NON-CURRENT ASSETS | 13,940,257 | |
TOTAL ASSETS | 17,000,367 | 3,799,631 |
CURRENT LIABILITIES: | ||
Due to affiliates | 3,962,247 | 4,732,977 |
Accounts payable and accrued liabilities | 284,436 | 212,406 |
Series A redeemable preferred stock liability at $10 stated value; 200,000 shares authorized; 25,000 shares issued and outstanding ($250,000 less discount of $1,545) | 248,455 | |
TOTAL CURRENT LIABILITIES | 4,246,683 | 5,193,838 |
TOTAL LIABILITIES | 4,246,683 | 5,193,838 |
CONTINGENCY - (Note 13) | ||
EQUITY (DEFICIT): | ||
Preferred stock ($0.0001 par value; 14,800,000 shares authorized; 0 share issued and outstanding at June 30, 2021 and September 30, 2020) | ||
Common stock ($0.0001 par value; 900,000,000 shares authorized; 302,024,371 and 230,485,100 shares issued and outstanding at June 30, 2021 and September 30, 2020) | 30,202 | 23,049 |
Additional paid-in capital | 10,235,758 | 141,057 |
Accumulated deficit | (1,715,663) | (1,558,313) |
Accumulated other comprehensive income - foreign currency translation adjustment | 85 | |
Total Nukkleus Inc. stockholders’ equity (deficit) | 8,550,382 | (1,394,207) |
Non-controlling interest | 4,203,302 | |
TOTAL EQUITY (DEFICIT) | 12,753,684 | (1,394,207) |
TOTAL LIABILITIES AND EQUITY (DEFICIT) | $ 17,000,367 | $ 3,799,631 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Series A redeemable preferred stock, stated value (in Dollars per share) | $ 10 | $ 10 |
Series A redeemable preferred stock, authorized | 200,000 | 200,000 |
Series A redeemable preferred stock, issued | 25,000 | 25,000 |
Series A redeemable preferred stock, outstanding | 25,000 | 25,000 |
Series A redeemable preferred stock, gross (in Dollars) | $ 250,000 | $ 250,000 |
Series A redeemable preferred stock, discount (in Dollars) | $ 1,545 | $ 1,545 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 14,800,000 | 14,800,000 |
Preferred stock, share issued | 0 | 0 |
Preferred stock, share outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 302,024,371 | 230,485,100 |
Common stock, shares outstanding | 302,024,371 | 230,485,100 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
REVENUES | ||||
Revenue - general support services - related party | $ 4,800,000 | $ 4,800,000 | $ 14,400,000 | $ 14,400,000 |
Revenue - financial services | 41,602 | 41,602 | ||
Total revenues | 4,841,602 | 4,800,000 | 14,441,602 | 14,400,000 |
COSTS OF REVENUES | ||||
Cost of revenue - general support services - related party | 4,725,000 | 4,725,000 | 14,175,000 | 14,175,000 |
Cost of revenue - financial services | 27,636 | 27,636 | ||
Total costs of revenues | 4,752,636 | 4,725,000 | 14,202,636 | 14,175,000 |
GROSS PROFITS | ||||
Gross profit - general support services - related party | 75,000 | 75,000 | 225,000 | 225,000 |
Gross profit - financial services | 13,966 | 13,966 | ||
Total gross profits | 88,966 | 75,000 | 238,966 | 225,000 |
OPERATING EXPENSES: | ||||
Amortization of intangible assets | 117,145 | 117,145 | ||
Professional fees | 51,500 | 43,000 | 189,772 | 145,000 |
Other general and administrative | 20,069 | 19,222 | 82,323 | 191,241 |
Total operating expenses | 188,714 | 62,222 | 389,240 | 336,241 |
(LOSS) INCOME FROM OPERATIONS | (99,748) | 12,778 | (150,274) | (111,241) |
OTHER (EXPENSE) INCOME: | ||||
Interest expense on redeemable preferred stock | (750) | (938) | (2,625) | (2,813) |
Amortization of debt discount | (400) | (572) | (1,545) | (1,717) |
Other income | 360 | 224 | 360 | 18,112 |
Total other (expense) income, net | (790) | (1,286) | (3,810) | 13,582 |
(LOSS) INCOME BEFORE INCOME TAXES | (100,538) | 11,492 | (154,084) | (97,659) |
INCOME TAXES | ||||
NET (LOSS) INCOME | (100,538) | 11,492 | (154,084) | (97,659) |
LESS: NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 3,266 | 3,266 | ||
NET (LOSS) INCOME ATTRIBUTABLE TO NUKKLEUS INC. COMMON STOCKHOLDERS | (103,804) | 11,492 | (157,350) | (97,659) |
COMPREHENSIVE (LOSS) INCOME: | ||||
NET (LOSS) INCOME | (100,538) | 11,492 | (154,084) | (97,659) |
OTHER COMPREHENSIVE INCOME | ||||
Unrealized foreign currency translation gain | 121 | 121 | ||
COMPREHENSIVE (LOSS) INCOME | (100,417) | 11,492 | (153,963) | (97,659) |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 3,302 | 3,302 | ||
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO NUKKLEUS INC. COMMON STOCKHOLDERS | $ (103,719) | $ 11,492 | $ (157,265) | $ (97,659) |
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO NUKKLEUS INC. COMMON STOCKHOLDERS: | ||||
Basic (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic (in Shares) | 257,055,897 | 230,485,100 | 239,342,032 | 230,485,100 |
Diluted (in Shares) | 257,055,897 | 231,735,100 | 239,342,032 | 230,485,100 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Changes in Equity (Deficit) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Non-controlling Interest | Total |
Balance at Sep. 30, 2019 | $ 23,049 | $ 141,057 | $ (1,457,751) | $ (1,293,645) | |||
Balance (in Shares) at Sep. 30, 2019 | 230,485,100 | ||||||
Net income (loss) | (45,301) | (45,301) | |||||
Balance at Dec. 31, 2019 | $ 23,049 | 141,057 | (1,503,052) | (1,338,946) | |||
Balance (in Shares) at Dec. 31, 2019 | 230,485,100 | ||||||
Net income (loss) | (63,850) | (63,850) | |||||
Balance at Mar. 31, 2020 | $ 23,049 | 141,057 | (1,566,902) | (1,402,796) | |||
Balance (in Shares) at Mar. 31, 2020 | 230,485,100 | ||||||
Net income (loss) | 11,492 | 11,492 | |||||
Balance at Jun. 30, 2020 | $ 23,049 | 141,057 | (1,555,410) | (1,391,304) | |||
Balance (in Shares) at Jun. 30, 2020 | 230,485,100 | ||||||
Balance at Sep. 30, 2020 | $ 23,049 | 141,057 | (1,558,313) | (1,394,207) | |||
Balance (in Shares) at Sep. 30, 2020 | 230,485,100 | ||||||
Net income (loss) | (53,595) | (53,595) | |||||
Balance at Dec. 31, 2020 | $ 23,049 | 141,057 | (1,611,908) | (1,447,802) | |||
Balance (in Shares) at Dec. 31, 2020 | 230,485,100 | ||||||
Net income (loss) | 49 | 49 | |||||
Balance at Mar. 31, 2021 | $ 23,049 | 141,057 | (1,611,859) | (1,447,753) | |||
Balance (in Shares) at Mar. 31, 2021 | 230,485,100 | ||||||
Common stock issued in connection with acquisition | $ 7,000 | 9,793,000 | 9,800,000 | ||||
Common stock issued in connection with acquisition (in Shares) | 70,000,000 | ||||||
Common stock issued for transaction costs | $ 10 | 13,990 | 14,000 | ||||
Common stock issued for transaction costs (in Shares) | 100,000 | ||||||
Common stock issued for redeemable preferred stock conversion and related dividend | $ 143 | 287,711 | 287,854 | ||||
Common stock issued for redeemable preferred stock conversion and related dividend (in Shares) | 1,439,271 | ||||||
Non-controlling interest acquired on acquisition | 4,200,000 | 4,200,000 | |||||
Net income (loss) | (103,804) | 3,266 | (100,538) | ||||
Foreign currency translation adjustment | 85 | 36 | 121 | ||||
Balance at Jun. 30, 2021 | $ 30,202 | $ 10,235,758 | $ (1,715,663) | $ 85 | $ 4,203,302 | $ 12,753,684 | |
Balance (in Shares) at Jun. 30, 2021 | 302,024,371 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (154,084) | $ (97,659) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of debt discount | 1,545 | 1,717 |
Amortization of intangible assets | 117,145 | |
Gain on digital currency | (18,112) | |
Bad debt expense | 12 | |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in acquisition: | ||
Accounts receivable | (12,054) | |
Prepaid expense and other current assets | (12,581) | (10,401) |
Due from affiliates | 1,091,899 | (714,563) |
Due to affiliates | (770,730) | 872,735 |
Accounts payable and accrued liabilities | 30,252 | 7,976 |
Accrued liabilities - related party | (10,000) | |
Net cash provided by operating activities | 291,404 | 31,693 |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Cash acquired on asset acquisition | 21,371 | |
Transaction costs of asset acquisition | (30,673) | |
Net cash used in investing activities | (9,302) | |
EFFECT OF EXCHANGE RATE ON CASH | (174) | |
NET INCREASE IN CASH | 281,928 | 31,693 |
Cash - beginning of period | 82,849 | 23,514 |
Cash - end of period | 364,777 | 55,207 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in connection with acquisition | 9,814,000 | |
Common stock issued for redeemable preferred stock conversion and related dividend | 287,854 | |
Cost of asset acquisition in accrued liabilities | 2,098 | |
Investment - digital currency received from affiliates | 17,197 | |
Investment - digital currency transferred to affiliates | $ 203,549 |
The Company History and Nature
The Company History and Nature of The Business | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
THE COMPANY HISTORY AND NATURE OF THE BUSINESS | NOTE 1 – THE COMPANY HISTORY AND NATURE OF THE BUSINESS Nukkleus Inc. (f/k/a Compliance & Risk Management Solutions Inc.) (“Nukkleus” or the “Company”) was formed on July 29, 2013 in the State of Delaware as a for-profit Company and established a fiscal year end of September 30. The Company is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. The Company primarily provides its software, technology, customer sales and marketing and risk management technology hardware and software solutions package to Triton Capital Markets Ltd. (“TCM”), formerly known as FXDD Malta Limited (“FXDD Malta”). The FXDD brand (e.g., see FXDD.com) is the brand utilized in the retail forex trading industry by TCM. Nukkleus Limited, a wholly-owned subsidiary of the Company, provides its software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a General Services Agreement (“GSA”) to TCM. TCM is a private limited liability company formed under the laws of Malta. The GSA provides that TCM will pay Nukkleus Limited at minimum $1,600,000 per month. Emil Assentato is also the majority member of Max Q Investments LLC (“Max Q”), which is managed by Derivative Marketing Associates Inc. (“DMA”). Mr. Assentato, who is our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and chairman, is the sole owner and manager of DMA. Max Q owns 79% of Currency Mountain Malta LLC, which in turn is the sole shareholder of TCM. In addition, in order to appropriately service TCM, Nukkleus Limited entered into a GSA with FXDirectDealer LLC (“FXDIRECT”), which provides that Nukkleus Limited will pay FXDIRECT a minimum of $1,575,000 per month in consideration of providing personnel engaged in operational and technical support, marketing, sales support, accounting, risk monitoring, documentation processing and customer care and support. FXDIRECT may terminate this agreement upon providing 90 days’ written notice. Currency Mountain Holdings LLC is the sole shareholder of FXDIRECT. Max Q is the majority shareholder of Currency Mountain Holdings LLC. In July 2018, the Company incorporated Nukkleus Malta Holding Ltd., which is a wholly-owned subsidiary. In July 2018, Nukkleus Malta Holding Ltd. incorporated Markets Direct Technology Group Ltd (“MDTG”), formerly known as Nukkleus Exchange Malta Ltd. MDTG was exploring potentially obtaining a license to operate an electronic exchange whereby it would facilitate the buying and selling of various digital assets as well as traditional currency pairs used in FX Trading. During the fourth quarter of fiscal 2020, management made the decision to exit the exchange business and to no longer pursue the regulatory licensing necessary to operate an exchange in Malta. On August 27, 2020, the Company renamed Nukkleus Exchange Malta Ltd. to Markets Direct Technology Group Ltd (“MDTG”). MDTG manages the technology and IP behind the Markets Direct brand (which is operated by TCM). MDTG holds all the IP addresses and all the software licenses in its name, and it holds all the IP rights to the brands such as Markets Direct and TCM. MDTG then leases out the rights to use these names/brands licenses to the appropriate entities. On May 24, 2021, the Company and the shareholders of Match Financial Limited (the “Match Shareholders”), a private limited company formed in England and Wales (“Match”) entered into a Purchase and Sale Agreement (the “Match Agreement”) pursuant to which the Company agreed to acquire 1,152 ordinary shares of Match representing 70% of the issued and outstanding ordinary shares of Match in consideration of 70,000,000 shares of common stock of the Company (the “Initial Transaction”). Further, the Match Agreement provided that the Company, in consideration of the issuance of 100,000 shares of common stock of the Company to the Match Shareholders, will have an option during the period from May 29, 2021 through September 30, 2021 to acquire from the Match Shareholders the balance of 493 ordinary shares of Match representing 30% of the issued and outstanding ordinary shares of Match for an additional 30,000,000 shares of common stock of the Company. The closing date of the Initial Transaction occurred on May 28, 2021. The unaudited condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company incurred a net loss for the nine months ended June 30, 2021 of $154,084, and had a working capital deficit of $1,186,573 at June 30, 2021. The Company’s ability to continue as a going concern is dependent upon the management of expenses and ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. We cannot be certain that such necessary capital through equity or debt financings will be available to us or whether such capital will be available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact our business. In the event that there are any unforeseen delays or obstacles in obtaining funds through the aforementioned sources, Currency Mountain Holdings Bermuda, Limited (“CMH”), which is wholly-owned by an entity that is majority-owned by Mr. Assentato, has committed to inject capital into the Company in order to maintain the ongoing operations of the business. The ramifications of the outbreak of the novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption. The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. These accounts were prepared under the accrual basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2020 filed with the Securities and Exchange Commission on December 28, 2020. The consolidated balance sheet as of September 30, 2020 contained herein has been derived from the audited consolidated financial statements as of September 30, 2020, but does not include all disclosures required by U.S. GAAP. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three and nine months ended June 30, 2021 and 2020 include valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation. Cash and cash equivalents At June 30, 2021 and September 30, 2020, the Company’s cash balances by geographic area were as follows: Country: June 30, 2021 September 30, 2020 United States $ 345,555 94.7 % $ 82,675 99.8 % England 19,048 5.2 % - - Malta 174 0.1 % 174 0.2 % Total cash $ 364,777 100.0 % $ 82,849 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at June 30, 2021 and September 30, 2020. Fair value of financial instruments and fair value measurements The investment in digital currency as of September 30, 2020 of $12 is recorded with prepaid expense and other current assets on the condensed consolidated balance sheet. The carrying values of cash, accounts receivable, prepaid expense and other current assets, due from affiliates, due to affiliates, and accounts payable and accrued liabilities in the Company’s condensed consolidated balance sheets approximated their fair values as of June 30, 2021 and September 30, 2020 due to their short-term nature. Credit risk and uncertainties The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At June 30, 2021, the Company’s cash balances in United States bank accounts had approximately $96,000 in excess of the federally-insured limits. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. Accounts receivable and allowance for doubtful accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable at June 30, 2021. The Company historically has not experienced significant uncollectible accounts receivable. Prepaid expense and other current assets Prepaid expense and other current assets primarily consist of prepaid OTC Markets listing fees, which are recognized as expense over the related listing periods. As of June 30, 2021 and September 30, 2020, prepaid expense and other current assets amounted to $19,719 and $7,010, respectively. Intangible assets Intangible assets consist of license and banking infrastructure, which are being amortized on a straight-line method over the estimated useful life of 10 years. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There were no triggering events requiring assessment of impairment as of June 30, 2021. For the nine months ended June 30, 2021 and 2020, no impairment of long-lived assets was recognized. Revenue recognition The Company accounts for revenue under the provisions of ASC Topic 606. The Company’s revenues are derived from providing: ● General support services under a GSA to a related party. The transaction price is determined in accordance with the terms of the GSA and payments are due on a monthly basis. There are multiple services provided under the GSA and these performance obligations are combined into a single unit of accounting. Fees are recognized as revenue over time as the services are rendered under the terms of the GSA. Revenue is recorded at gross as the Company is deemed to be a principal in the transactions. ● Financial services to its customers. Revenue related to its financial services offerings are recognized at a point in time when service is rendered. Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa In the following table, revenues are disaggregated by segment for the three and nine months ended June 30, 2021 and 2020: Three Months Ended June 30, Nine Months Ended June 30 Revenue Stream 2021 2020 2021 2020 General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 41,602 - 41,602 - Total revenues $ 4,841,602 $ 4,800,000 $ 14,441,602 $ 14,400,000 Stock-based compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees to be recognized as expense in the statements of operations based on their grant date fair values. Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the three and nine months ended June 30, 2021 and 2021, potentially dilutive common shares consist of common stock issuable upon the conversion of Series A preferred stock (using the if-converted method). The following is a reconciliation of the basic and diluted net (loss) income per share computations for the three and nine months ended June 30, 2021 and 2020: Basic net (loss) income per share Three Months Ended Three Months Ended Nine Months Nine Months Ended Net (loss) income available to Nukkleus Inc. for basic net (loss) income per share of common stock $ (103,804 ) $ 11,492 $ (157,350 ) $ (97,659 ) Weighted average common stock outstanding - basic 257,055,897 230,485,100 239,342,032 230,485,100 Net (loss) income per common share attributable to Nukkleus Inc.: Basic $ (0.00 ) $ 0.00 $ (0.00 ) $ (0.00 ) Diluted net (loss) income per share Three Months Ended Three Months Ended Nine Months Nine Months Ended Net (loss) income available to Nukkleus Inc. for basic net (loss) income per share of common stock $ (103,804 ) $ 11,492 $ (157,350 ) $ (97,659 ) Add: interest expense for redeemable preferred stock - 938 - - Subtract: unamortized debt discount for redeemable preferred stock - (2,118 ) - - Net (loss) income available to Nukkleus Inc. for diluted net (loss) income per share of common stock $ (103,804 ) $ 10,312 $ (157,350 ) $ (97,659 ) Weighted average common stock outstanding - basic 257,055,897 230,485,100 239,342,032 230,485,100 Effect of dilutive securities: Series A preferred stock - 1,250,000 - - Weighted average common stock outstanding - diluted 257,055,897 231,735,100 239,342,032 230,485,100 Net (loss) income per common share attributable to Nukkleus Inc.: Diluted $ (0.00 ) $ 0.00 $ (0.00 ) $ (0.00 ) For the three and nine months ended June 30, 2021 and for the nine months ended June 30, 2020, a total of 1,250,000 shares of common stock from the assumed redemption of the Series A convertible redeemable preferred stock at the contractual floor of $0.20 per share have been excluded from the computation of diluted weighted average number of shares of common stock outstanding as they would have had an anti-dilutive impact. Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar and the functional currency of Match Financial Limited and its subsidiary is the British Pound (“GBP”). Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and shareholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any 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. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2021 were translated at 0.7246 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the period from May 28, 2021 through June 30, 2021 was 0.7133 GBP to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three and nine months ended June 30, 2021 consisted of net loss and unrealized gain from foreign currency translation adjustment. Non-controlling interest As of June 30, 2021, several individuals aggregately owned 30% of the equity interests of Match Financial Limited, which is not under the Company’s control. Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment, and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements The adoption of this guidance as of October 1, 2020 did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures. |
Acquisition
Acquisition | 9 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 4 - ACQUISITION As described in Note 1, on May 28, 2021, the Company completed its acquisition of Match in accordance with the terms of the Match Agreement. To determine the accounting for this transaction under ASU 2017-01, an assessment was made as to whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. The guidance requires an initial screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If that screen is met, the set is not a business. In connection with the acquisition, substantially all of the fair value is concentrated in license and banking infrastructure. As such, the acquisition has been treated as an acquisition of Match assets and an assumption of Match liabilities. Under the terms of the Match Agreement, the Company issued 70,000,000 shares of its common stock to the Match Shareholders to acquire 1,152 ordinary shares of Match representing 70% of the issued and outstanding ordinary shares of Match (the “Initial Transaction”). Also, in conjunction with the acquisition, the Company issued 100,000 shares of common stock to the Match Shareholders as consideration of an The shares of common stock issued to the Match stockholders have been valued at $0.14 per share which was the closing price of the Company’s common stock on May 28, 2021, the date the acquisition closed. The direct transaction costs have been classified as costs of acquisition. The following summarizes total consideration transferred to the March Stockholders under the acquisition as well as the fair value of the assets acquired and liabilities assumed under the acquisition: May 28, Assets acquired: Cash $ 21,370 Accounts receivable 46,602 Other current assets 142 Intangible assets 14,057,402 Total assets 14,125,516 Liabilities assumed: Accounts payable and accrued liabilities 78,745 Total liabilities 78,745 Non-controlling interest 4,200,000 Purchase price $ 9,846,771 The fair values of the current assets acquired and the current liabilities assumed were estimated to be equal to the carrying value on the books of the acquired entity. The acquisition cost of all other assets and liabilities acquired were allocated to those individual assets acquired and liabilities assumed, based on their estimated relative fair values. Upon completion of a third party valuation report being prepared in connection with the acquisition, the Company may adjust the estimated allocation to reflect the results of that valuation if there are material differences between the third party valuation and the Company’s estimated allocation. |
Intangible assets
Intangible assets | 9 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS In connection with the acquisition of Match (See Note 4), the valuation of identifiable intangible assets acquired, representing license and banking infrastructure. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value the identifiable intangible assets at the acquisition date. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Furthermore, the Company is in the process of having a third-party valuation firm conduct a valuation of the acquisition. As such, the Company’s valuation is preliminary and subject to change pending the results of the third-party valuation report. At June 30, 2021, intangible assets consisted of the following: Useful Life June 30, License and banking infrastructure 10 Years $ 14,057,402 Less: accumulated amortization (117,145 ) $ 13,940,257 For the three and nine months ended June 30, 2021, amortization expense amounted to $117,145, which represented amortization from May 28, 2021 (the date of acquisition) to June 30, 2021. There was no comparable amortization prior to the date of acquisition. Amortization of intangible assets attributable to future periods is as follows: Twelve-month ending June 30: Amortization amount 2022 $ 1,405,740 2023 1,405,740 2024 1,405,740 2025 1,405,740 2026 and thereafter 8,317,297 $ 13,940,257 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At June 30, 2021 and September 30, 2020, accounts payable and accrued liabilities consisted of the following: June 30, September 30, Directors’ compensation $ 160,537 $ 130,537 Professional fees 49,023 46,640 Accounts payable 44,568 - Interest payable - 35,229 Other 30,308 - Total $ 284,436 $ 212,406 |
Share Capital
Share Capital | 9 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SHARE CAPITAL | NOTE 7 – SHARE CAPITAL Preferred stock The Company’s Board of Directors is authorized to issue, at any time, without further stockholder approval, up to 15,000,000 shares of preferred stock. The Board of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of preferred stock. Common stock and Series A preferred stock sold for cash On June 7, 2016, the Company sold to CMH 15,450,000 shares of common stock and 100,000 shares of Series A preferred stock for $1,000,000. The common stock was recorded as equity and the Series A preferred stock was recorded as a liability. On February 13, 2018, 75,000 of the preferred shares were redeemed and cancelled. The Series A preferred stock has the following key terms: 1) A stated value of $10 per share; 2) The holder is entitled to receive cumulative dividends at the annual rate of 1.5% of stated value payable semi-annually on June 30 and December 31; 3) The preferred stock must be redeemed at the stated value plus any unpaid dividends in 5 years (on or before June 7, 2021); 4) The Series A preferred stock is non-voting. However, without the affirmative vote of the holders of the shares of the Series A preferred stock then outstanding, the Company may not alter or change adversely the powers, preferences or rights given to the Series A preferred stock or alter or amend the Certificate of Designation except to the extent that such vote relates to the amendment of the Certificate of Designation; 5) The holders of the Series A preferred stock are not entitled to receive any preference upon the liquidation, dissolution or winding up of the business of the Company. Each holder of Series A preferred stock shall share ratably with the holders of the common stock of the Company. The $1,000,000 of proceeds received was allocated to the common stock and Series A preferred stock according to their relative fair values determined at the time of issuance, and as a result, the Company recorded a total discount of $45,793 on the Series A preferred stock, which is being amortized to interest expense to the date of redemption. For the three months ended June 30, 2021 and 2020, amortization of debt discount amounted to $400 and $572, respectively. For the nine months ended June 30, 2021 and 2020, amortization of debt discount amounted to $1,545 and $1,717, respectively. The terms of the Series A preferred stock issued represent mandatory redeemable shares, with a fixed redemption date (in 5 years) and the Company has a choice of redeeming the instrument either in cash or a variable number of shares of common stock based on a formula in the certificate of designation. The conversion price has a floor of $0.20 per share. As such, all dividends accrued and/or paid and any accretions are classified as part of interest expense. For the three months ended June 30, 2021 and 2020, dividends on redeemable preferred stock amounted to $750 and $938, respectively. For the nine months ended June 30, 2021 and 2020, dividends on redeemable preferred stock amounted to $2,625 and $2,813, respectively. On June 7, 2021, the outstanding redeemable preferred stock of $250,000 and related accrued dividend of $37,854 were exchanged for 1,439,271 shares of the Company’s common stock. Common stock issued for acquisition On May 28, 2021, the Company issued 70,000,000 shares of its common stock to Match Shareholders for acquisition of 70% equity interest of Match. These shares were valued at $9,800,000, the fair market value on the grant date using the reported closing share price on the date of grant. On May 28, 2021, the Company issued 100,000 shares of its common stock to Match Shareholders as consideration of an option commencing any time after the closing of the Initial Transaction to acquire from the Match Shareholders the balance of 493 ordinary shares of Match representing 30% of the issued and outstanding ordinary shares of Match for an additional 30,000,000 shares of common stock of the Company. The 100,000 shares of the Company’s common stock were valued at $14,000, the fair market value on the grant date using the reported closing share price on the date of grant and were included in the costs of acquisition. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS Services provided by related parties The Company uses affiliate employees for various services such as the use of accountants to record the books and accounts of the Company at no charge to the Company, which are considered immaterial. Office space from related parties The Company uses office space of affiliate companies, free of rent, which is considered immaterial. Revenue from related party and cost of revenue from related party The Company’s general support services operate under a GSA with TCM providing personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount received is $1,600,000. The Company’s general support services operate under a GSA with FXDIRECT receiving personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount payable is $1,575,000. Both of the above entities are affiliates through common ownership. During the three and nine months ended June 30, 2021 and 2020, general support services provided to the related party, which was recorded as revenue – general support services - related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income were as follows: Three Months Ended Three Months Ended Nine Months Nine Months Ended Service provided to: TCM $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 During the three and nine months ended June 30, 2021 and 2020, services received from the related party, which was recorded as cost of revenue – general support services - related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income were as follows: Three Months Ended Three Months Ended Nine Months Nine Months Ended Service received from: FXDIRECT $ 4,725,000 $ 4,725,000 $ 14,175,000 $ 14,175,000 $ 4,725,000 $ 4,725,000 $ 14,175,000 $ 14,175,000 Due from affiliates At June 30, 2021 and September 30, 2020, due from related parties consisted of the following: June 30, September 30, NUKK Capital (*) $ 144,696 $ 144,696 TCM 2,473,177 3,565,076 Total $ 2,617,873 $ 3,709,772 (*) An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. The balances of due from NUKK Capital represent the Company’s prior investment in digital currency that was transferred to NUKK Capital in March 2019. The balance of due from TCM represent unsettled funds due related to the General Services Agreement and monies that the Company paid on behalf of TCM. Management believes that the related parties’ receivables are fully collectable. Therefore, no allowance for doubtful account is deemed to be required on its due from related parties at June 30, 2021 and September 30, 2020. The Company historically has not experienced uncollectible receivable from the related parties. Due to affiliates At June 30, 2021 and September 30, 2020, due to related parties consisted of the following: June 30, September 30, Forexware LLC (*) $ 579,229 $ 579,229 FXDIRECT 3,340,547 4,111,277 CMH 42,000 42,000 FXDD Trading (*) 471 471 Total $ 3,962,247 $ 4,732,977 (*) Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. The balances of due to related parties represent expenses paid by Forexware LLC, FXDIRECT, and FXDD Trading on behalf of the Company and advances from CMH. The balance due to FXDIRECT may also include unsettled funds due related to the General Service Agreement. The related parties’ payables are short-term in nature, non-interest bearing, unsecured and repayable on demand. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company recorded no income tax expense for the three and nine months ended June 30, 2021 and 2020 because the estimated annual effective tax rate was zero. As of June 30, 2021, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized. |
Concentrations
Concentrations | 9 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 10 – CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three and nine months ended June 30, 2021 and 2020. Three Months Ended June 30, Nine Months Ended June 30, Customer 2021 2020 2021 2020 A – related party 99.1 % 100 % 99.7 % 100 % One customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, and accounts receivable – related party (which is included in due from affiliates on the accompanying consolidated balance sheets) at June 30, 2021, accounted for 97.7% of the Company’s total outstanding accounts receivable, and accounts receivable – related party at June 30, 2021. One customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable – related party (which is included in due from affiliates on the accompanying consolidated balance sheets) at September 30, 2020, accounted for 100.0% of the Company’s total outstanding accounts receivable – related party at September 30, 2020. Suppliers The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s costs of revenues for the three and nine months ended June 30, 2021 and 2020. Three Months Ended June 30, Nine Months Ended June 30, Supplier 2021 2020 2021 2020 A – related party 99.4 % 100 % 99.8 % 100 % One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable, and accounts payable – related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at June 30, 2021, accounted for 98.7% of the Company’s total outstanding accounts payable, and accounts payable – related party at June 30, 2021. One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable – related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at September 30, 2020, accounted for 100.0% of the Company’s total outstanding accounts payable – related party at September 30, 2020. |
Non-Controlling Interest
Non-Controlling Interest | 9 Months Ended |
Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NOTE 11 – NON-CONTROLLING INTEREST As of June 30, 2021, several individuals aggregately owned 30% of the equity interests of Match, which is not under the Company’s control. The following is a summary of non-controlling interest activities in the nine months ended June 30, 2021. Amount Non-controlling interest at September 30, 2020 $ - Non-controlling interest acquired on acquisition 4,200,000 Net income attributable to non-controlling interest 3,266 Foreign currency translation adjustment attributable to non-controlling interest 36 Non-controlling interest at June 30, 2021 $ 4,203,302 |
Segment Information
Segment Information | 9 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 12 – SEGMENT INFORMATION For the three and nine months ended June 30, 2021, the Company operated in two reportable business segments - (1) the general support services segment, in which we provide software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party, and (2) the financial services segment, in which we provide financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa. For the three and nine months ended June 30, 2020, the Company operated in one reportable business segment – the general support services segment. The Company’s reportable segments are strategic business units that offer different services and products. They are managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the three and nine months ended June 30, 2021 and 2020 was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenues General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 41,602 - 41,602 - Total 4,841,602 4,800,000 14,441,602 14,400,000 Costs of revenues General support services 4,725,000 4,725,000 14,175,000 14,175,000 Financial services 27,636 - 27,636 - Total 4,752,636 4,725,000 14,202,636 14,175,000 Gross profit General support services 75,000 75,000 225,000 225,000 Financial services 13,966 - 13,966 - Total 88,966 75,000 238,966 225,000 Operating expenses Financial services 3,439 - 3,439 - Corporate/Other 185,275 62,222 385,801 336,241 Total 188,714 62,222 389,240 336,241 Other income (expense) Financial services 360 - 360 - Corporate/Other (1,150 ) (1,286 ) (4,170 ) 13,582 Total (790 ) (1,286 ) (3,810 ) 13,582 Net income (loss) General support services 75,000 75,000 225,000 225,000 Financial services 10,887 - 10,887 - Corporate/Other (186,425 ) (63,508 ) (389,971 ) (322,659 ) Total (100,538 ) 11,492 (154,084 ) (97,659 ) Amortization Corporate/Other 117,145 - 117,145 - Total $ 117,145 $ - $ 117,145 $ - Total assets at June 30, 2021 and September 30, 2020 June 30, September 30, Financial services $ 76,927 $ - Corporate/Other 16,923,440 3,799,631 Total $ 17,000,367 $ 3,799,631 |
Contingency
Contingency | 9 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCY | NOTE 13 – CONTINGENCY On April 16, 2020, the Company was named as a defendant in the Adversary Proceeding filed in the United States Bankruptcy Court for the District of Massachusetts (Case No. 15-10745-FJB; Adversary Proceeding No. 16-01178) titled In re: BT Prime Ltd (“BT Prime”). The Adversary Proceeding is brought by BT Prime against Boston Technologies Powered by Forexware LLC f/k/a Forexware LLC (“Forexware”), Currency Mountain Holdings LLC, Currency Mountain Holdings Limited f/k/a Forexware Malta Holdings Ltd., FXDirectDealer, LLC, FXDD Malta Ltd., Nukkleus Inc., Nukkleus Bermuda Limited and Currency Mountain Holdings Bermuda, Ltd. In the Amended Complaint, BT Prime is seeking, amongst other relief, a determination that the Company and the other defendants are liable for all of the debts of BT Prime stemming from its bankruptcy proceedings, and is seeking to recover certain amounts transferred to Forexware and FXDD Malta prior to the initiation of the bankruptcy case. In the sole claim asserted against the Company, BT Prime alleges that the Company operated as a single business enterprise with no separate existence outside of its collective business relationship with certain of the other Defendants, is a continuation of the business of Forexware and is a successor-in-interest to Forexware. Based on this theory, BT Prime alleges that the Company should be jointly and severally liable for any liability attributable to Forexware or the other Defendants, should the Court eventually find any such liability. The Company maintains that there is no basis for BT Prime’s claim against it and intends to vigorously defend against the claim. The Company, joined by certain other defendants, filed a summary judgment motion seeking, among other things, dismissal of the sole claim against it. That motion was fully submitted on December 4, 2020, and the Court held an oral argument on February 2, 2021. No decision has been issued as of the date of this report. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of the filing. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three and nine months ended June 30, 2021 and 2020 include valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation. |
Cash and cash equivalents | Cash and cash equivalents At June 30, 2021 and September 30, 2020, the Company’s cash balances by geographic area were as follows: Country: June 30, 2021 September 30, 2020 United States $ 345,555 94.7 % $ 82,675 99.8 % England 19,048 5.2 % - - Malta 174 0.1 % 174 0.2 % Total cash $ 364,777 100.0 % $ 82,849 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at June 30, 2021 and September 30, 2020. |
Fair value of financial instruments and fair value measurements | Fair value of financial instruments and fair value measurements The investment in digital currency as of September 30, 2020 of $12 is recorded with prepaid expense and other current assets on the condensed consolidated balance sheet. The carrying values of cash, accounts receivable, prepaid expense and other current assets, due from affiliates, due to affiliates, and accounts payable and accrued liabilities in the Company’s condensed consolidated balance sheets approximated their fair values as of June 30, 2021 and September 30, 2020 due to their short-term nature. |
Credit risk and uncertainties | Credit risk and uncertainties The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At June 30, 2021, the Company’s cash balances in United States bank accounts had approximately $96,000 in excess of the federally-insured limits. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable at June 30, 2021. The Company historically has not experienced significant uncollectible accounts receivable. |
Prepaid expense and other current assets | Prepaid expense and other current assets Prepaid expense and other current assets primarily consist of prepaid OTC Markets listing fees, which are recognized as expense over the related listing periods. As of June 30, 2021 and September 30, 2020, prepaid expense and other current assets amounted to $19,719 and $7,010, respectively. |
Intangible assets | Intangible assets Intangible assets consist of license and banking infrastructure, which are being amortized on a straight-line method over the estimated useful life of 10 years. |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There were no triggering events requiring assessment of impairment as of June 30, 2021. For the nine months ended June 30, 2021 and 2020, no impairment of long-lived assets was recognized. |
Revenue recognition | Revenue recognition The Company accounts for revenue under the provisions of ASC Topic 606. The Company’s revenues are derived from providing: ● General support services under a GSA to a related party. The transaction price is determined in accordance with the terms of the GSA and payments are due on a monthly basis. There are multiple services provided under the GSA and these performance obligations are combined into a single unit of accounting. Fees are recognized as revenue over time as the services are rendered under the terms of the GSA. Revenue is recorded at gross as the Company is deemed to be a principal in the transactions. ● Financial services to its customers. Revenue related to its financial services offerings are recognized at a point in time when service is rendered. |
Disaggregation of revenues | Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa In the following table, revenues are disaggregated by segment for the three and nine months ended June 30, 2021 and 2020: Three Months Ended June 30, Nine Months Ended June 30 Revenue Stream 2021 2020 2021 2020 General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 41,602 - 41,602 - Total revenues $ 4,841,602 $ 4,800,000 $ 14,441,602 $ 14,400,000 |
Stock-based compensation | Stock-based compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees to be recognized as expense in the statements of operations based on their grant date fair values. |
Per share data | Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the three and nine months ended June 30, 2021 and 2021, potentially dilutive common shares consist of common stock issuable upon the conversion of Series A preferred stock (using the if-converted method). The following is a reconciliation of the basic and diluted net (loss) income per share computations for the three and nine months ended June 30, 2021 and 2020: Basic net (loss) income per share Three Months Ended Three Months Ended Nine Months Nine Months Ended Net (loss) income available to Nukkleus Inc. for basic net (loss) income per share of common stock $ (103,804 ) $ 11,492 $ (157,350 ) $ (97,659 ) Weighted average common stock outstanding - basic 257,055,897 230,485,100 239,342,032 230,485,100 Net (loss) income per common share attributable to Nukkleus Inc.: Basic $ (0.00 ) $ 0.00 $ (0.00 ) $ (0.00 ) Diluted net (loss) income per share Three Months Ended Three Months Ended Nine Months Nine Months Ended Net (loss) income available to Nukkleus Inc. for basic net (loss) income per share of common stock $ (103,804 ) $ 11,492 $ (157,350 ) $ (97,659 ) Add: interest expense for redeemable preferred stock - 938 - - Subtract: unamortized debt discount for redeemable preferred stock - (2,118 ) - - Net (loss) income available to Nukkleus Inc. for diluted net (loss) income per share of common stock $ (103,804 ) $ 10,312 $ (157,350 ) $ (97,659 ) Weighted average common stock outstanding - basic 257,055,897 230,485,100 239,342,032 230,485,100 Effect of dilutive securities: Series A preferred stock - 1,250,000 - - Weighted average common stock outstanding - diluted 257,055,897 231,735,100 239,342,032 230,485,100 Net (loss) income per common share attributable to Nukkleus Inc.: Diluted $ (0.00 ) $ 0.00 $ (0.00 ) $ (0.00 ) For the three and nine months ended June 30, 2021 and for the nine months ended June 30, 2020, a total of 1,250,000 shares of common stock from the assumed redemption of the Series A convertible redeemable preferred stock at the contractual floor of $0.20 per share have been excluded from the computation of diluted weighted average number of shares of common stock outstanding as they would have had an anti-dilutive impact. |
Foreign currency translation | Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar and the functional currency of Match Financial Limited and its subsidiary is the British Pound (“GBP”). Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and shareholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any 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. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2021 were translated at 0.7246 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the period from May 28, 2021 through June 30, 2021 was 0.7133 GBP to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. |
Comprehensive loss | Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three and nine months ended June 30, 2021 consisted of net loss and unrealized gain from foreign currency translation adjustment. |
Non-controlling interest | Non-controlling interest As of June 30, 2021, several individuals aggregately owned 30% of the equity interests of Match Financial Limited, which is not under the Company’s control. |
Segment reporting | Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment, and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements The adoption of this guidance as of October 1, 2020 did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of cash balances by geographic area | Country: June 30, 2021 September 30, 2020 United States $ 345,555 94.7 % $ 82,675 99.8 % England 19,048 5.2 % - - Malta 174 0.1 % 174 0.2 % Total cash $ 364,777 100.0 % $ 82,849 100.0 % |
Schedule of revenues are disaggregated by segment | Three Months Ended June 30, Nine Months Ended June 30 Revenue Stream 2021 2020 2021 2020 General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 41,602 - 41,602 - Total revenues $ 4,841,602 $ 4,800,000 $ 14,441,602 $ 14,400,000 |
Schedule of basic and diluted net income (loss) per share | Three Months Ended Three Months Ended Nine Months Nine Months Ended Net (loss) income available to Nukkleus Inc. for basic net (loss) income per share of common stock $ (103,804 ) $ 11,492 $ (157,350 ) $ (97,659 ) Weighted average common stock outstanding - basic 257,055,897 230,485,100 239,342,032 230,485,100 Net (loss) income per common share attributable to Nukkleus Inc.: Basic $ (0.00 ) $ 0.00 $ (0.00 ) $ (0.00 ) Three Months Ended Three Months Ended Nine Months Nine Months Ended Net (loss) income available to Nukkleus Inc. for basic net (loss) income per share of common stock $ (103,804 ) $ 11,492 $ (157,350 ) $ (97,659 ) Add: interest expense for redeemable preferred stock - 938 - - Subtract: unamortized debt discount for redeemable preferred stock - (2,118 ) - - Net (loss) income available to Nukkleus Inc. for diluted net (loss) income per share of common stock $ (103,804 ) $ 10,312 $ (157,350 ) $ (97,659 ) Weighted average common stock outstanding - basic 257,055,897 230,485,100 239,342,032 230,485,100 Effect of dilutive securities: Series A preferred stock - 1,250,000 - - Weighted average common stock outstanding - diluted 257,055,897 231,735,100 239,342,032 230,485,100 Net (loss) income per common share attributable to Nukkleus Inc.: Diluted $ (0.00 ) $ 0.00 $ (0.00 ) $ (0.00 ) |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of summarizes total consideration transferred | May 28, Assets acquired: Cash $ 21,370 Accounts receivable 46,602 Other current assets 142 Intangible assets 14,057,402 Total assets 14,125,516 Liabilities assumed: Accounts payable and accrued liabilities 78,745 Total liabilities 78,745 Non-controlling interest 4,200,000 Purchase price $ 9,846,771 |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Useful Life June 30, License and banking infrastructure 10 Years $ 14,057,402 Less: accumulated amortization (117,145 ) $ 13,940,257 |
Amortization of intangible assets attributable to future periods | Twelve-month ending June 30: Amortization amount 2022 $ 1,405,740 2023 1,405,740 2024 1,405,740 2025 1,405,740 2026 and thereafter 8,317,297 $ 13,940,257 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | June 30, September 30, Directors’ compensation $ 160,537 $ 130,537 Professional fees 49,023 46,640 Accounts payable 44,568 - Interest payable - 35,229 Other 30,308 - Total $ 284,436 $ 212,406 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related party transaction | Three Months Ended Three Months Ended Nine Months Nine Months Ended Service provided to: TCM $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Three Months Ended Three Months Ended Nine Months Nine Months Ended Service received from: FXDIRECT $ 4,725,000 $ 4,725,000 $ 14,175,000 $ 14,175,000 $ 4,725,000 $ 4,725,000 $ 14,175,000 $ 14,175,000 |
Schedule of due from affiliates | June 30, September 30, NUKK Capital (*) $ 144,696 $ 144,696 TCM 2,473,177 3,565,076 Total $ 2,617,873 $ 3,709,772 |
Schedule of due to affiliates | June 30, September 30, Forexware LLC (*) $ 579,229 $ 579,229 FXDIRECT 3,340,547 4,111,277 CMH 42,000 42,000 FXDD Trading (*) 471 471 Total $ 3,962,247 $ 4,732,977 |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of revenue customer | Three Months Ended June 30, Nine Months Ended June 30, Customer 2021 2020 2021 2020 A – related party 99.1 % 100 % 99.7 % 100 % |
Schedule of revenue supplier | Three Months Ended June 30, Nine Months Ended June 30, Supplier 2021 2020 2021 2020 A – related party 99.4 % 100 % 99.8 % 100 % |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of non-controlling interest activities | Amount Non-controlling interest at September 30, 2020 $ - Non-controlling interest acquired on acquisition 4,200,000 Net income attributable to non-controlling interest 3,266 Foreign currency translation adjustment attributable to non-controlling interest 36 Non-controlling interest at June 30, 2021 $ 4,203,302 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of reportable business segments | Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenues General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 41,602 - 41,602 - Total 4,841,602 4,800,000 14,441,602 14,400,000 Costs of revenues General support services 4,725,000 4,725,000 14,175,000 14,175,000 Financial services 27,636 - 27,636 - Total 4,752,636 4,725,000 14,202,636 14,175,000 Gross profit General support services 75,000 75,000 225,000 225,000 Financial services 13,966 - 13,966 - Total 88,966 75,000 238,966 225,000 Operating expenses Financial services 3,439 - 3,439 - Corporate/Other 185,275 62,222 385,801 336,241 Total 188,714 62,222 389,240 336,241 Other income (expense) Financial services 360 - 360 - Corporate/Other (1,150 ) (1,286 ) (4,170 ) 13,582 Total (790 ) (1,286 ) (3,810 ) 13,582 Net income (loss) General support services 75,000 75,000 225,000 225,000 Financial services 10,887 - 10,887 - Corporate/Other (186,425 ) (63,508 ) (389,971 ) (322,659 ) Total (100,538 ) 11,492 (154,084 ) (97,659 ) Amortization Corporate/Other 117,145 - 117,145 - Total $ 117,145 $ - $ 117,145 $ - |
Schedule of total assets | Total assets at June 30, 2021 and September 30, 2020 June 30, September 30, Financial services $ 76,927 $ - Corporate/Other 16,923,440 3,799,631 Total $ 17,000,367 $ 3,799,631 |
The Company History and Natur_2
The Company History and Nature of The Business (Details) - USD ($) | May 28, 2021 | May 28, 2021 | May 24, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
The Company History and Nature of The Business (Details) [Line Items] | |||||
Percentage of shares | 70.00% | ||||
Incurred net loss | $ 154,084 | ||||
Working capital deficit | 1,186,573 | ||||
Business Combination [Member] | |||||
The Company History and Nature of The Business (Details) [Line Items] | |||||
Number of shares acquired (in Shares) | 0.70 | 70,000,000 | |||
Global Services Agreement Amendment [Member] | Triton Capital Market Ltd [Member] | |||||
The Company History and Nature of The Business (Details) [Line Items] | |||||
Generated revenue per month | $ 1,600,000 | ||||
Percentage of shares owned | 79.00% | ||||
Related party transaction expense | $ 1,575,000 | ||||
Termination of agreement, in days | 90 days | ||||
Stock Purchase Agreement [Member] | |||||
The Company History and Nature of The Business (Details) [Line Items] | |||||
Percentage of shares | 70.00% | ||||
Consideration of shares (in Shares) | 70,000,000 | ||||
Stock Purchase Agreement [Member] | Business Combination [Member] | |||||
The Company History and Nature of The Business (Details) [Line Items] | |||||
Number of shares acquired (in Shares) | 1,152 | ||||
Stock Purchase Agreement [Member] | Match Agreement [Member] | |||||
The Company History and Nature of The Business (Details) [Line Items] | |||||
Percentage of shares | 30.00% | 30.00% | 30.00% | ||
Balance of ordinary shares | $ 493 | $ 493 | $ 493 | ||
Additional number of shares acquired (in Shares) | 30,000,000 | 30,000,000 | |||
Stock Purchase Agreement [Member] | Match Agreement [Member] | Business Combination [Member] | |||||
The Company History and Nature of The Business (Details) [Line Items] | |||||
Number of shares acquired (in Shares) | 100,000 | 100,000 | 100,000 | ||
Additional number of shares acquired (in Shares) | 30,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Prepaid expenses | $ 12 | $ 12 | |
Federally-insured limits | 250,000 | 250,000 | |
Cash | 96,000 | 96,000 | |
Other current assets | $ 19,719 | $ 19,719 | $ 7,010 |
Estimated useful life | 10 years | ||
Foreign Currency Translation Description | The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2021 were translated at 0.7246 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the period from May 28, 2021 through June 30, 2021 was 0.7133 GBP to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate | ||
Noncontrolling Interest, Equity Interest | 30.00% | ||
Redeemable Convertible Preferred Stock [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Number of shares antidilutive excluded from computation (in Shares) | 1,250,000 | 9 | |
Preferred stock conversion rate (in Dollars per share) | $ 0.20 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 364,777 | $ 82,849 |
Cash percentage | 100.00% | 100.00% |
United States [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 345,555 | $ 82,675 |
Cash percentage | 94.70% | 99.80% |
England [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 19,048 | |
Cash percentage | 5.20% | |
Malta [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 174 | $ 174 |
Cash percentage | 0.10% | 0.20% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of revenues are disaggregated by segment - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of revenues are disaggregated by segment [Abstract] | ||||
General support services | $ 4,800,000 | $ 4,800,000 | $ 14,400,000 | $ 14,400,000 |
Financial services | 41,602 | 41,602 | ||
Total revenues | $ 4,841,602 | $ 4,800,000 | $ 14,441,602 | $ 14,400,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of basic and diluted net income (loss) per share [Abstract] | ||||
Net (loss) income available to Nukkleus Inc. for basic net (loss) income per share of common stock | $ (103,804) | $ 11,492 | $ (157,350) | $ (97,659) |
Add: interest expense for redeemable preferred stock | 938 | |||
Subtract: unamortized debt discount for redeemable preferred stock | (2,118) | |||
Net (loss) income available to Nukkleus Inc. for diluted net (loss) income per share of common stock | $ (103,804) | $ 10,312 | $ (157,350) | $ (97,659) |
Weighted average common stock outstanding - basic (in Shares) | 257,055,897 | 230,485,100 | 239,342,032 | 230,485,100 |
Series A preferred stock (in Shares) | 1,250,000 | |||
Weighted average common stock outstanding - diluted (in Shares) | 257,055,897 | 231,735,100 | 239,342,032 | 230,485,100 |
Diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Basic (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Acquisition (Details)
Acquisition (Details) - USD ($) | May 28, 2021 | May 28, 2021 | May 24, 2021 | Sep. 30, 2021 |
Acquisition (Details) [Line Items] | ||||
Ordinary shares acquired | 1,152 | |||
Issued and outstanding shares | 70.00% | |||
Business Combination [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Shares issued | 0.70 | 70,000,000 | ||
Stock Purchase Agreement [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Issued and outstanding shares | 70.00% | |||
Stock Purchase Agreement [Member] | Match Agreement [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Issued and outstanding shares | 30.00% | 30.00% | 30.00% | |
Balance of common stock (in Dollars) | $ 493 | $ 493 | $ 493 | |
Additional number of shares acquired | 30,000,000 | 30,000,000 | ||
Company issued price per share (in Dollars per share) | $ 0.14 | $ 0.14 | ||
Stock Purchase Agreement [Member] | Business Combination [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Shares issued | 1,152 | |||
Stock Purchase Agreement [Member] | Business Combination [Member] | Match Agreement [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Shares issued | 100,000 | 100,000 | 100,000 | |
Additional number of shares acquired | 30,000,000 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of summarizes total consideration transferred | May 28, 2021USD ($) |
Assets acquired: | |
Cash | $ 21,370 |
Accounts receivable | 46,602 |
Other current assets | 142 |
Intangible assets | 14,057,402 |
Total assets | 14,125,516 |
Liabilities assumed: | |
Accounts payable and accrued liabilities | 78,745 |
Total liabilities | 78,745 |
Non-controlling interest | 4,200,000 |
Purchase price | $ 9,846,771 |
Intangible assets (Details)
Intangible assets (Details) | 9 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expenses | $ 117,145 |
Intangible assets (Details) - S
Intangible assets (Details) - Schedule of intangible assets | 9 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of intangible assets [Abstract] | |
Useful Life | 10 years |
Intangible asset | $ 14,057,402 |
Less: accumulated amortization | (117,145) |
Total Intangible asset | $ 13,940,257 |
Intangible assets (Details) - A
Intangible assets (Details) - Amortization of intangible assets attributable to future periods | Jun. 30, 2021USD ($) |
Amortization of intangible assets attributable to future periods [Abstract] | |
2022 | $ 1,405,740 |
2023 | 1,405,740 |
2024 | 1,405,740 |
2025 | 1,405,740 |
2026 and thereafter | 8,317,297 |
Total | $ 13,940,257 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Directors’ compensation | $ 160,537 | $ 130,537 |
Professional fees | 49,023 | 46,640 |
Accounts payable | 44,568 | |
Interest payable | 35,229 | |
Other | 30,308 | |
Total | $ 284,436 | $ 212,406 |
Share Capital (Details)
Share Capital (Details) - USD ($) | Jun. 07, 2021 | May 28, 2021 | Feb. 13, 2018 | Jun. 07, 2016 | May 28, 2021 | May 24, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 |
Share Capital (Details) [Line Items] | ||||||||||||
Preferred stock authorized (in Shares) | 14,800,000 | 14,800,000 | 14,800,000 | |||||||||
Preferred shares redeemed and cancelled (in Shares) | 75,000 | |||||||||||
Series A redeemable preferred stock, stated value (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||
Amortization of debt discount | $ 1,545 | $ 1,717 | ||||||||||
Common stock shares issued (in Shares) | 302,024,371 | 302,024,371 | 230,485,100 | |||||||||
Fair market value | $9,800,000 | |||||||||||
Percentage of shares | 70.00% | |||||||||||
Business Combination [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Number of shares acquired (in Shares) | 0.70 | 70,000,000 | ||||||||||
CMH [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Common stock and series A preferred stock sold description | On June 7, 2016, the Company sold to CMH 15,450,000 shares of common stock and 100,000 shares of Series A preferred stock for $1,000,000. | |||||||||||
Match Agreement [Member] | Business Combination [Member] | Stock Purchase Agreement [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Number of shares acquired (in Shares) | 70,000,000 | |||||||||||
Stock Purchase Agreement [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Percentage of shares | 70.00% | |||||||||||
Stock Purchase Agreement [Member] | Match Agreement [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Common stock shares issued (in Shares) | 100,000 | 100,000 | ||||||||||
Balance of ordinary shares | $ 493 | $ 493 | $ 493 | |||||||||
Percentage of shares | 30.00% | 30.00% | 30.00% | |||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | 30,000,000 | ||||||||||
Shares issued | $ 14,000 | $ 14,000 | ||||||||||
Stock Purchase Agreement [Member] | Business Combination [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Number of shares acquired (in Shares) | 1,152 | |||||||||||
Stock Purchase Agreement [Member] | Business Combination [Member] | Match Agreement [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Number of shares acquired (in Shares) | 100,000 | 100,000 | 100,000 | |||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | |||||||||||
Board of Directors [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Preferred stock authorized (in Shares) | 15,000,000 | 15,000,000 | ||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Proceed from share issued | $ 1,000,000 | |||||||||||
Dividend percentage | 1.50% | |||||||||||
Description of preferred stock redemption | 3)The preferred stock must be redeemed at the stated value plus any unpaid dividends in 5 years (on or before June 7, 2021); | |||||||||||
Preferred stock discount | $ 45,793 | |||||||||||
Fixed redemption term | 5 years | |||||||||||
Preferred stock conversion rate (in Dollars per share) | $ 0.20 | |||||||||||
Dividend on redeemable preferred stock | $ 750 | $ 938 | $ 2,625 | $ 2,813 | ||||||||
Outstanding preferred stock | $ 250,000 | |||||||||||
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears (in Dollars per share) | $ 37,854 | |||||||||||
Common stock shares issued (in Shares) | 1,439,271 | |||||||||||
Series A Preferred Stock [Member] | CMH [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Number of shares issued (in Shares) | 100,000 | |||||||||||
Proceed from share issued | $ 1,000,000 | |||||||||||
Intangible Assets, Amortization Period [Member] | ||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||
Amortization of debt discount | $ 400 | $ 572 |
Related Party Transactions (Det
Related Party Transactions (Details) - GSA [Member] | Mar. 31, 2021USD ($) |
TCM [Member] | |
Related Party Transactions (Details) [Line Items] | |
Minimum monthly amount received | $ 1,600,000 |
FXDirectDealer [Member] | |
Related Party Transactions (Details) [Line Items] | |
Minimum monthly amount payable | $ 1,575,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related party transaction - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Service provided to: | ||||
Service provided to related parties | $ 4,800,000 | $ 4,800,000 | $ 14,400,000 | $ 14,400,000 |
Service received from: | ||||
Service received from related parties | 4,725,000 | 4,725,000 | 14,175,000 | 14,175,000 |
TCM [Member] | ||||
Service provided to: | ||||
Service provided to related parties | 4,800,000 | 4,800,000 | 14,400,000 | 14,400,000 |
FXDIRECT [Member] | ||||
Service received from: | ||||
Service received from related parties | $ 4,725,000 | $ 4,725,000 | $ 14,175,000 | $ 14,175,000 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of due from affiliates - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | |||
Due from related parties | $ 2,617,873 | $ 3,709,772 | |
NUKK Capital [Member] | |||
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | |||
Due from related parties | [1] | 144,696 | 144,696 |
TCM [Member] | |||
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | |||
Due from related parties | $ 2,473,177 | $ 3,565,076 | |
[1] | An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of due to affiliates - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 | |
Variable Interest Entity [Line Items] | |||
Due to related parties | $ 3,962,247 | $ 4,732,977 | |
Forexware LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | 579,229 | 579,229 |
FXDIRECT [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | 3,340,547 | 4,111,277 | |
CMH [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | 42,000 | 42,000 | |
FXDD Trading [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | $ 471 | $ 471 |
[1] | Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Concentrations (Details)
Concentrations (Details) | 9 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Percentage of revenue | 10.00% |
Accounts Receivable Outstanding Description | One customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, and accounts receivable – related party (which is included in due from affiliates on the accompanying consolidated balance sheets) at June 30, 2021, accounted for 97.7% of the Company’s total outstanding accounts receivable, and accounts receivable – related party at June 30, 2021. One customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable – related party (which is included in due from affiliates on the accompanying consolidated balance sheets) at September 30, 2020, accounted for 100.0% of the Company’s total outstanding accounts receivable – related party at September 30, 2020. |
Accounts Payable Outstanding Description | One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable, and accounts payable – related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at June 30, 2021, accounted for 98.7% of the Company’s total outstanding accounts payable, and accounts payable – related party at June 30, 2021. One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable – related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at September 30, 2020, accounted for 100.0% of the Company’s total outstanding accounts payable – related party at September 30, 2020. |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of revenue customer | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Customer [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
A – related party | 99.10% | 100.00% | 99.70% | 100.00% |
Concentrations (Details) - Sc_2
Concentrations (Details) - Schedule of revenue supplier | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Supplier [Member] | ||||
Concentrations (Details) - Schedule of revenue supplier [Line Items] | ||||
A – related party | 99.40% | 100.00% | 99.80% | 100.00% |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) | 9 Months Ended |
Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Equity interests | 30.00% |
Non-Controlling Interest (Det_2
Non-Controlling Interest (Details) - Schedule of non-controlling interest activities - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Schedule of non-controlling interest activities [Abstract] | ||
Non-controlling interest at September 30, 2020 | ||
Non-controlling interest acquired on acquisition | 4,200,000 | |
Net income attributable to non-controlling interest | $ 3,266 | 3,266 |
Foreign currency translation adjustment attributable to non-controlling interest | 36 | |
Non-controlling interest at June 30, 2021 | $ 4,203,302 | $ 4,203,302 |
Segment Information (Details) -
Segment Information (Details) - Schedule of reportable business segments - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues | ||||
Revenues | $ 4,841,602 | $ 4,800,000 | $ 14,441,602 | $ 14,400,000 |
Costs of revenues | ||||
Costs of revenues | 4,752,636 | 4,725,000 | 14,202,636 | 14,175,000 |
Gross profit | ||||
Gross profit | 88,966 | 75,000 | 238,966 | 225,000 |
Operating expenses | ||||
Operating expenses | 188,714 | 62,222 | 389,240 | 336,241 |
Other income (expense) | ||||
Other income (expense) | (790) | (1,286) | (3,810) | 13,582 |
Net income (loss) | ||||
Net income (loss) | (100,538) | 11,492 | (154,084) | (97,659) |
Amortization | ||||
Amortization | 117,145 | 117,145 | ||
General Support Services [Member] | ||||
Revenues | ||||
Revenues | 4,800,000 | 4,800,000 | 14,400,000 | 14,400,000 |
Costs of revenues | ||||
Costs of revenues | 4,725,000 | 4,725,000 | 14,175,000 | 14,175,000 |
Gross profit | ||||
Gross profit | 75,000 | 75,000 | 225,000 | 225,000 |
Net income (loss) | ||||
Net income (loss) | 75,000 | 75,000 | 225,000 | 225,000 |
Financial Services [Member] | ||||
Revenues | ||||
Revenues | 41,602 | 41,602 | ||
Costs of revenues | ||||
Costs of revenues | 27,636 | 27,636 | ||
Gross profit | ||||
Gross profit | 13,966 | 13,966 | ||
Operating expenses | ||||
Operating expenses | 3,439 | 3,439 | ||
Other income (expense) | ||||
Other income (expense) | 360 | 360 | ||
Net income (loss) | ||||
Net income (loss) | 10,887 | 10,887 | ||
Corporate and Other [Member] | ||||
Operating expenses | ||||
Operating expenses | 185,275 | 62,222 | 385,801 | 336,241 |
Other income (expense) | ||||
Other income (expense) | (1,150) | (1,286) | (4,170) | 13,582 |
Net income (loss) | ||||
Net income (loss) | (186,425) | $ (63,508) | (389,971) | $ (322,659) |
Amortization | ||||
Amortization | $ 117,145 | $ 117,145 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of total assets - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Segment Information (Details) - Schedule of total assets [Line Items] | ||
Total | $ 17,000,367 | $ 3,799,631 |
Financial Service [Member] | ||
Segment Information (Details) - Schedule of total assets [Line Items] | ||
Total | 76,927 | |
Corporate and Other [Member] | ||
Segment Information (Details) - Schedule of total assets [Line Items] | ||
Total | $ 16,923,440 | $ 3,799,631 |