Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Apr. 07, 2023 | Mar. 31, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Nukkleus Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Common Stock, Shares Outstanding | 367,175,886 | ||
Entity Public Float | $ 20,327,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001592782 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Sep. 30, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual 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 | ||
City Area Code | 212 | ||
Local Phone Number | 791-4663 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 361 | ||
Auditor Name | Rotenberg Meril Solomon Bertiger & Guttilla, P.C. | ||
Auditor Location | Saddle Brook, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
CURRENT ASSETS: | ||
Cash | $ 364,023 | $ 403,771 |
Customer custodial cash | 2,020,394 | 799,302 |
Customer digital currency assets | 248,214 | 1,168,349 |
Accounts receivable | 57,953 | |
Digital assets | 73,415 | 903 |
Due from affiliates | 931,136 | 2,617,873 |
Note receivable - related party | 35,000 | |
Other current assets | 15,617 | 12,221 |
TOTAL CURRENT ASSETS | 3,687,799 | 5,060,372 |
NON-CURRENT ASSETS: | ||
Equity method investment | 6,602,000 | |
Intangible assets, net | 8,075,105 | 10,754,485 |
TOTAL NON-CURRENT ASSETS | 14,677,105 | 10,754,485 |
TOTAL ASSETS | 18,364,904 | 15,814,857 |
CURRENT LIABILITIES: | ||
Customer custodial cash liabilities | 2,020,717 | 799,302 |
Customer digital currency liabilities | 248,214 | 1,168,349 |
Due to affiliates | 4,514,063 | 4,257,792 |
Accounts payable and accrued liabilities | 691,330 | 429,722 |
TOTAL CURRENT LIABILITIES | 7,474,324 | 6,655,165 |
TOTAL LIABILITIES | 7,474,324 | 6,655,165 |
COMMITMENTS AND CONTINGENCIES - (Note 15) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock ($0.0001 par value; 15,000,000 shares authorized; 0 share issued and outstanding at September 30, 2022 and 2021) | ||
Common stock ($0.0001 par value; 900,000,000 shares authorized; 367,175,886 and 332,024,371 shares issued and outstanding at September 30, 2022 and 2021, respectively) | 36,718 | 33,203 |
Additional paid-in capital | 25,136,459 | 11,613,208 |
Accumulated deficit | (14,340,816) | (2,495,159) |
Accumulated other comprehensive income | 58,219 | 8,440 |
TOTAL STOCKHOLDERS’ EQUITY | 10,890,580 | 9,159,692 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 18,364,904 | $ 15,814,857 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares 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 | 367,175,886 | 332,024,371 |
Common stock, shares, outstanding | 367,175,886 | 332,024,371 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUES | ||
Revenue - general support services - related party | $ 19,200,000 | $ 19,200,000 |
Revenue - financial services | 2,313,474 | 86,964 |
Total revenues | 21,513,474 | 19,286,964 |
COSTS OF REVENUES | ||
Cost of revenue - general support services - related party | 18,900,000 | 18,900,000 |
Cost of revenue - financial services | 3,274,870 | 469,286 |
Total costs of revenues | 22,174,870 | 19,369,286 |
GROSS PROFIT (LOSS) | ||
Gross profit - general support services - related party | 300,000 | 300,000 |
Gross loss - financial services | (961,396) | (382,322) |
Total gross loss | (661,396) | (82,322) |
OPERATING EXPENSES: | ||
Advertising and marketing | 420,186 | 17,874 |
Professional fees | 4,329,988 | 534,836 |
Compensation and related benefits | 508,471 | 153,358 |
Amortization of intangible assets | 264,224 | |
Other general and administrative | 647,314 | 144,014 |
Impairment of equity method investment | 4,310,745 | |
Total operating expenses | 10,480,928 | 850,082 |
LOSS FROM OPERATIONS | (11,142,324) | (932,404) |
OTHER (EXPENSE) INCOME: | ||
Loss from equity method investment | (689,255) | |
Interest expense on redeemable preferred stock | (2,625) | |
Amortization of debt discount | (1,545) | |
Other expense | (15,005) | (1,033) |
Other income | 927 | 761 |
Total other expense, net | (703,333) | (4,442) |
LOSS BEFORE INCOME TAXES | (11,845,657) | (936,846) |
INCOME TAXES | ||
NET LOSS | (11,845,657) | (936,846) |
COMPREHENSIVE LOSS: | ||
NET LOSS | (11,845,657) | (936,846) |
OTHER COMPREHENSIVE INCOME | ||
Unrealized foreign currency translation gain | 49,779 | 8,440 |
COMPREHENSIVE LOSS | $ (11,795,878) | $ (928,406) |
NET LOSS PER COMMON SHARE: | ||
Basic and diluted (in Dollars per share) | $ (0.03) | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted (in Shares) | 356,133,960 | 257,771,553 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||
Diluted net loss per common share | $ (0.02) | $ 0 |
Diluted weighted average common shares outstanding | 356,133,960 | 257,771,553 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity - USD ($) | Preferred Stock | common stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
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 | |||||
Common stock issued in connection with acquisition | $ 10,010 | 11,142,359 | 11,152,369 | |||
Common stock issued in connection with acquisition (in Shares) | 100,100,000 | |||||
Common stock issued for redeemable preferred stock conversion and related dividend | $ 144 | 287,710 | 287,854 | |||
Common stock issued for redeemable preferred stock conversion and related dividend (in Shares) | 1,439,271 | |||||
Stock-based compensation | 42,082 | 42,082 | ||||
Net loss for the year | (936,846) | (936,846) | ||||
Foreign currency translation adjustment | 8,440 | 8,440 | ||||
Balance at Sep. 30, 2021 | $ 33,203 | 11,613,208 | (2,495,159) | 8,440 | 9,159,692 | |
Balance (in Shares) at Sep. 30, 2021 | 332,024,371 | |||||
Common stock issued in connection with cost method investment | $ 2,000 | 6,600,000 | 6,602,000 | |||
Common stock issued in connection with cost method investment (in Shares) | 20,000,000 | |||||
Common stock issued in connection with equity method investment | $ 1,515 | 4,998,485 | 5,000,000 | |||
Common stock issued in connection with equity method investment (in Shares) | 15,151,515 | |||||
Stock options issued for the purchase of an intangible asset | 11,237 | 11,237 | ||||
Stock-based compensation | 1,913,529 | 1,913,529 | ||||
Net loss for the year | (11,845,657) | (11,845,657) | ||||
Foreign currency translation adjustment | 49,779 | 49,779 | ||||
Balance at Sep. 30, 2022 | $ 36,718 | $ 25,136,459 | $ (14,340,816) | $ 58,219 | $ 10,890,580 | |
Balance (in Shares) at Sep. 30, 2022 | 367,175,886 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (11,845,657) | $ (936,846) |
provided by operating activities: | ||
Amortization of debt discount | 1,545 | |
Amortization of intangible assets | 2,690,617 | 469,286 |
Stock-based compensation and service expense | 1,913,529 | 42,082 |
Provision for bad debt | 1,454 | 12 |
Unrealized foreign currency exchange gain | (768) | (761) |
Loss on equity method investment | 689,255 | |
Impairment of digital assets | 887 | |
Impairment of equity method investment | 4,310,745 | |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in acquisition: | ||
Customer digital currency assets | 822,650 | (1,201,019) |
Accounts receivable | 53,474 | (12,972) |
Digital assets | (84,241) | (929) |
Other current assets | (4,716) | (5,110) |
Due from affiliates | 1,686,737 | 1,091,899 |
Customer custodial cash liabilities | 1,560,251 | 821,653 |
Customer digital currency liabilities | (822,650) | 1,201,019 |
Due to affiliates | 323,129 | (466,959) |
Accounts payable and accrued liabilities | 320,910 | 164,082 |
Net cash provided by operating activities | 1,615,606 | 1,166,982 |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Investment in note receivable | (35,000) | |
Cash acquired on asset acquisition | 21,371 | |
Transaction costs of asset acquisition | (44,673) | |
Net cash used in investing activities | (35,000) | (23,302) |
EFFECT OF EXCHANGE RATE ON CASH | (399,262) | (23,456) |
NET INCREASE IN CASH | 1,181,344 | 1,120,224 |
Cash - beginning of year | 1,203,073 | 82,849 |
Cash - end of year | 2,384,417 | 1,203,073 |
Cash consisted of the following: | ||
Cash | 364,023 | 403,771 |
Customer custodial cash | 2,020,394 | 799,302 |
Total cash | 2,384,417 | 1,203,073 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in connection with cost method investment | 6,602,000 | |
Common stock issued in connection with equity method investment | 5,000,000 | |
Stock options issued for the purchase of an intangible asset | 11,237 | |
Common stock issued in connection with asset acquisition | 11,152,369 | |
Common stock issued for redeemable preferred stock conversion and related dividend | 287,854 | |
Cost of asset acquisition in accrued liabilities | 16,098 | |
Adjustment for common stock issued in connection with asset acquisition | $ 2,861,631 |
The Company History and Nature
The Company History and Nature of the Business | 12 Months Ended |
Sep. 30, 2022 | |
The Company History and Nature of the Business [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 Internet Protocol (“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. In fiscal year 2021, the Company completed its acquisition of Match Financial Limited, a private limited company formed in England and Wales (“Match”) and its subsidiaries. On October 20, 2021, the Company and the shareholders (the “Original Shareholders”) of Jacobi Asset Management Holdings Limited (“Jacobi”) entered into a Purchase and Sale Agreement (the “Jacobi Agreement”) pursuant to which the Company agreed to acquire 5.0% of the issued and outstanding ordinary shares of Jacobi in consideration of 20,000,000 shares of common stock of the Company (the “Jacobi Transaction”). On December 15, 2021, the Company, the Original Shareholders and the shareholders of Jacobi that were assigned their interest in Jacobi by the Original Shareholders (the “New Jacobi Shareholders”) entered into an Amendment to Stock Purchase Agreement agreeing that the Jacobi Transaction will be entered between the Company and the New Jacobi Shareholders. The Jacobi Transaction closed on December 15, 2021. Jacobi is a company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin exchange-traded fund (“ETF”). Jamal Khurshid and Nicholas Gregory own, directly and indirectly, approximately 40% and 10% of Jacobi, respectively. Jamal Khurshid is the Company’s chief operating officer and director and Nicholas Gregory is the Company’s director. The transactions contemplated by the Jacobi Agreement constituted a “related-party transaction” as defined in Item 404 of Regulation S-K because of Mr. Khurshid’s and Mr. Gregory’s position as beneficial owner of one or more Original Shareholders and New Jacobi Shareholders. On December 30, 2021, the Company and the shareholder (the “Digiclear Shareholder”) of Digiclear Ltd. (“Digiclear”) entered into a Purchase and Sale Agreement (the “Digiclear Agreement”) pursuant to which the Company agreed to acquire 5,400,000 of the issued and outstanding ordinary shares of Digiclear in consideration of 15,151,515 shares of common stock of the Company (valued at $5,000,000 based on the market price of the Company’s common stock on the acquisition date) (the “Digiclear Transaction”). In addition to, if and when the Company is acquired by a Special Purpose Acquisition Company (“SPAC”), the Company will fund and capitalize Digiclear with a minimum of $1,000,000 operating capital in exchange for 4.545% of additional shares of Digiclear’s capital stock. Digiclear shall retain the right to unwind the transaction and to have the Company return the 5,400,000 ordinary shares of Digiclear share in return for Digiclear returning to the Company the 15,151,515 of Company common shares. Digiclear can only unwind the transaction if the Company is no longer under contract to be acquired by a SPAC. The Digiclear Transaction closed on March 17, 2022. Digiclear is a company developing a custody and settlement utility operating system. Liquidity and capital resources Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At September 30, 2022 and 2021, the Company had cash of $364,023 and $403,771, respectively, exclusive of customer custodial cash. The 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 year ended September 30, 2022 of $11,845,657 and had a working capital deficit of $3,786,525 at September 30, 2022. These are indicators of substantial doubt as to the Company’s ability to continue as a going concern for at least one year from issuance of these financial statements. 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. The Company cannot be certain that such necessary capital through equity or debt financings will be available to it or whether such capital will be available on terms that are acceptable to it. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact the Company business. In the event that there are any unforeseen delays or obstacles in obtaining funds through the aforementioned sources, TCM, 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. Based on the foregoing, management believes that its current financial resources, as of the date of the issuance of these financial statements, are sufficient to fund its current twelve-month operating budget, alleviating any concerns by its historical operating results and satisfying its estimated liquidity needs for the twelve months from the issuance of these financial statements. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 12 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | NOTE 2 – BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information. The Company’s consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. These accounts were prepared under the accrual basis of accounting. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the 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. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant estimates during the years ended September 30, 2022 and 2021 include the useful life of intangible assets, assumptions used in assessing impairment of long-term assets, the fair value of assets acquired and liabilities assumed in the asset acquisition of Match, valuation of deferred tax assets and the associated valuation allowances, valuation of stock-based compensation, and fair value of customer digital currency assets and liabilities. Cash and cash equivalents At September 30, 2022 and 2021, the Company’s cash balances by geographic area were as follows: Country: September 30, 2022 September 30, 2021 (as restated) United States $ 47,860 13.1 % $ 327,443 81.1 % United Kingdom 315,989 86.8 % 76,154 18.9 % Malta 174 0.1 % 174 0.0 % Total cash $ 364,023 100.0 % $ 403,771 100.0 % For purposes of the 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 September 30, 2022 and 2021. Cash and cash equivalents excludes customer legal tender, which is reported separately as Customer custodial cash in the accompanying consolidated balance sheets. Refer to “customer custodial cash and customer custodial cash liabilities” below for further details. Customer custodial cash and customer custodial cash liabilities Customer custodial cash represents cash and cash equivalents maintained in Company bank accounts that are controlled by the Company but held for the benefit of customers. Customer custodial cash liabilities represent these cash deposits to be utilized for its contractual obligations to its customers. The Company classifies the assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. Customer digital currency assets and liabilities At certain times, Digital RFQ’s customers’ funds that Digital RFQ uses to make payments on behalf of its customers, remain in the form of digital assets in its customers’ wallets at its digital asset trading platforms awaiting final conversion and/or transfer to the customer’s payment final destination. These indirectly held digital assets, may consist of USDT (Stablecoin), Bitcoin, and Ethereum (collectively, “Customer digital currency assets”). Digital RFQ maintains the internal recordkeeping of its customer digital currency assets, including the amount and type of digital asset owned by each of its customers. Digital RFQ has control of the private keys and knows the balances of all wallets with its digital asset trading platforms in order to be able to successfully carry out the movement of digital assets for its client payment instruction. As part of its customer payment instruction, Digital RFQ can execute withdrawals on the wallets in its digital asset trading platforms. Management has determined that Digital RFQ has control of the customer digital currency assets and records these assets on its balance sheet with a corresponding liability. Digital RFQ recognizes customer digital currency liabilities and corresponding customer digital currency assets, on initial recognition and at each reporting date, at fair value of the customer digital currency assets. Subsequent changes in fair value are adjusted to the carrying amount of these customer digital currency assets, with changes in fair value recorded in other general and administrative expense in the consolidated statements of operations and comprehensive loss. Any loss, theft, or other misuse would impact the measurement of customer digital currency assets. The Company classifies the customer digital currency assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows : ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short-term nature. Assets and liabilities measured at fair value on a recurring basis. The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2022: Quoted Significant Significant Active Observable Unobservable Balance at (Level 1) (Level 2) (Level 3) 2022 Customer digital currency assets $ - $ 248,214 $ - $ 248,214 Customer digital currency liabilities $ - $ 248,214 $ - $ 248,214 The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2021: Quoted Significant Significant Active Observable Unobservable Balance at (Level 1) (Level 2) (Level 3) 2021 (as restated) Customer digital currency assets $ - $ 1,168,349 $ - $ 1,168,349 Customer digital currency liabilities $ - $ 1,168,349 $ - $ 1,168,349 Customer digital currency assets and liabilities represent the Company’s obligation to safeguard customers’ digital assets. Accordingly, the Company has valued the assets and liabilities using quoted market prices for the underlying digital assets which is based on Level 2 inputs. Assets and liabilities measured at fair value on a nonrecurring basis. Equity method investment. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. 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. Accounts receivable and allowance for doubtful accounts (continued) Management believed that the accounts receivable were fully collectable and no allowance for doubtful accounts was deemed to be required on its accounts receivable at September 30, 2021. The Company historically has not experienced significant uncollectible accounts receivable. As of September 30, 2022, the Company’s accounts receivable was $0. Credit risk and uncertainties 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. 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, including customer custodial cash, in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company may also hold cash at digital asset trading platforms and performs a regular assessment of these digital asset trading platforms as part of its risk management process. 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 September 30, 2022 and 2021, the Company’s cash and customer custodial cash balances had approximately $1,571,000 and $667,000, respectively, in excess of the federally-insured limits. Digital assets The digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any time during the period. The fair value is measured using the quoted price of the digital asset at the time its fair value is being measured. Impairment expense is reflected in other general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company assigns costs to transactions on a first-in, first-out basis. Other current assets Other current assets primarily consist of prepaid OTC Markets listing fees. As of September 30, 2022 and 2021, other current assets amounted to $15,617 and $12,221, respectively. Investments Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Under the cost method, investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. The Company periodically evaluates its cost method investment for impairment due to decline considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in operating expenses in the accompanying consolidated statements of operations and comprehensive loss, and a new basis in the investment is established. No impairment expense for cost method investment was recorded for the year ended September 30, 2022. The Company uses the equity method of accounting for its investments in, and earning or loss of, a company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. Impairment of equity method investment amounted to $4,310,745 for the year ended December 31, 2022. Intangible assets Intangible assets consist of trade names, regulatory licenses, technology and software, which are being amortized on a straight-line method over the estimated useful life of 3 - 5 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. In September 2022, the Company assessed its long-lived assets for any impairment and concluded that there were indicators of impairment as of September 30, 2022 and it calculated that the estimated undiscounted cash flows related to its equity method investment were less than the carrying amount of the equity method investment. Based on its analysis, the Company recognized an impairment loss of $4,310,745 for the year ended September 30, 2022, which reduced the value of equity method investment to $0. The Company did not record any impairment charge for the year ended September 30, 2021 as there was no impairment indicator noted. Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. 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 (including operational reporting and technical support infrastructure, website hosting and marketing solutions, accounting maintenance, risk monitoring services, new account processing and customer care and continued support) 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. The Company recognizes the full contracted amount each period with no deferred revenue. The nature of the performance obligation is to provide the specified goods or services directly to the customer. The Company engages another party to satisfy the performance obligation on its behalf. The Company’s performance obligation is not to arrange for the provision of the specified good or service by another party. The Company is primarily responsible for fulfilling the promise to provide the specified good or service. Therefore, the Company is deemed to be a principal in the transaction and recognizes revenue for that performance obligation. 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. Under a GSA, the Company is contractually obligated to provide for the fulfillment software, technology, customer sales and marketing and risk management technology hardware and software solutions package to TCM. The Company provides these services, obtained from affiliate service provider FXDirect Dealer, LLC which is under common ownership, and controls the services of its service provider necessary to legally transfer of the services to TCM. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation by providing ongoing service support enabling TCM to conduct its retail FX business without interruption. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The monthly GSA price is calculated by applying the Company’s 1.6% mark-up to the costs of the services being provided by FXDirect Dealer, LLC. ● Financial services to its customers. Revenue related to its financial services offerings are recognized at a point in time when service is rendered. Prepayments, if any, received from customers prior to the services being performed are recorded as unearned revenue. In these cases, when the services are performed, the appropriate portion of the amount recorded as unearned revenue is recognized as revenue. There are 4 distinct stages that each trade must go through to be completed and must be converted from one currency into another. Where possible, fees are taken in United States dollar (“USD”) and therefore if there is an agreed fee with the client then this will be taken on the USD leg of the transaction regardless of whether it is pre-conversion or post-conversion. The first stage is notification and there is no real opportunity for us to realize revenue at this stage. The second stage is the funding stage and it allows us to charge the agreed fee before any currency conversion, we call this pre-trade revenue. The third stage of the transaction is conversion and we are able to realize revenue in the spread between the price we pay for the conversion and the price we charge the client for the conversion. The fourth opportunity for us to realize revenue (charge our fee) is after the conversion has taken place (post-trade). 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 payment services from one fiat currency to another or to digital assets In the following table, revenues are disaggregated by segment for the years ended September 30, 2022 and 2021: Years Ended September 30, Revenue Stream 2022 2021 General support services $ 19,200,000 $ 19,200,000 Financial services 2,313,474 86,964 Total revenues $ 21,513,474 $ 19,286,964 Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the years ended September 30, 2022 and 2021, advertising and marketing costs amounted to $420,186 and $17,874, respectively, which was included in operating expenses on the accompanying consolidated statements of operations and comprehensive loss. Stock-based compensation The Company measures and recognizes compensation expense for all stock-based awards granted to non-employees, including stock options, based on the grant date fair value of the award. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. For non-employee stock-based awards, fair value is measured based on the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is calculated and then recognized as compensation expense over the requisite performance period. Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal and foreign tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the period of the change in estimate. The Company follows the provisions of FASB ASC 740-10 Uncertainty in Income Taxes (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. 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, the functional currency of Match Financial Limited and its subsidiary, Digital RFQ, is the British Pound (“GBP”) and the functional currency of Digital RFQ’s subsidiary, DRFQ Europe UAB, is Euro. 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 stockholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. 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 September 30, 2022 and 2021 were translated at 0.8987 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at September 30, 2022 were translated at 1.0221 EUR to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the year ended September 30, 2022 and for the period from May 28, 2021 through September 30, 2021 was 0.7835 GBP and 0.7224 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the period from January 12, 2022 through September 30, 2022 was 0.9440 EUR to $1.00. 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 years ended September 30, 2022 and 2021 consisted of net loss and unrealized gain from foreign currency translation adjustment. 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. 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. For the years ended September 30, 2022 and 2021, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method) and the conversion of Series A preferred stock (using the if-converted method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. 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 had an anti-dilutive impact. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended September 30, 2022 2021 Stock options 5,850,000 1,000,000 Convertible preferred stock - 1,250,000 Potentially dilutive securities 5,850,000 2,250,000 Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In March 2022, the SEC staff released Staff Accounting Bulletin No. 121 (“SAB 121”), which expressed the views of the SEC staff regarding the accounting for obligations to safeguard digital-assets an entity holds for users of its digital platform. This guidance requires entities that hold digital-assets on behalf of platform users to recognize a liability to reflect the entity’s obligation to safeguard the digital-assets held for its platform users, whether safeguarding is provided by the entity or by an agent acting on behalf of the entity. The liability should be measured at initial recognition and each reporting date at the fair value of the digital-assets that the entity is responsible for holding for its platform users, taking into account any potential loss event. The entity should also recognize an asset at the same time that it recognizes the safeguarding liability, measured at initial recognition and each reporting date at the fair value of the digital-assets held for its platform users taking into account any potential loss event. The entity should also describe the asset and the corresponding liability in the footnotes to the financial statements and consider including information regarding who (e.g. the company, its agent, or another third party) holds the digital token identifiers, maintains the internal recordkeeping of those assets, and is obligated to secure the assets and protect them from loss or theft. 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 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 consolidated financial condition, results of operations, cash flows or disclosures. |
Customer Assets and Liabilities
Customer Assets and Liabilities | 12 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
CUSTOMER ASSETS AND LIABILITIES | NOTE 4 - CUSTOMER ASSETS AND LIABILITIES The Company includes customer funds in the consolidated balance sheets as customer custodial cash and also includes such a corresponding liability reflected as customer custodial cash liabilities in the consolidated balance sheets. The following table presents customers’ cash and digital positions: September 30, September 30, (as restated) Customer custodial cash $ 2,020,394 $ 799,302 Customer digital currency assets 248,214 1,168,349 Total customer assets $ 2,268,608 $ 1,967,651 Customer custodial cash liabilities $ 2,020,717 $ 799,302 Customer digital currency liabilities 248,214 1,168,349 Total customer liabilities $ 2,268,931 $ 1,967,651 The Company controls digital assets for its customers in digital wallets and digital token identifiers necessary to access digital assets on digital asset trading platforms. The Company maintains a record of all assets in digital wallets held on digital asset trading platforms as well as the private keys, which are maintained on behalf of customers. The Company records the assets and liabilities, on the initial recognition and at each reporting date, at the fair value of the digital assets which it controls for its customers. Any loss or theft would impact the measurement of the customer digital currency assets. During the years ended September 30, 2022 and 2021, no losses have been incurred in connection with customer digital currency assets. The following table sets forth the fair market value of customer digital currency assets, as shown in the consolidated balance sheets, as customer digital currency assets and customer digital currency liabilities, as of September 30, 2022 and 2021: September 30, 2022 September 30, 2021 (as restated) Fair value Percentage Fair value Percentage Bitcoin $ 162,294 65.4 % $ 921,684 78.9 % Stablecoin/USD Coin 85,897 34.6 % 246,617 21.1 % Ethereum 23 0.0 % 48 0.0 % Total customer digital currency assets $ 248,214 100.0 % $ 1,168,349 100.0 % |
Digital Assets
Digital Assets | 12 Months Ended |
Sep. 30, 2022 | |
Digital Assets [Abstract] | |
DIGITAL ASSETS | NOTE 5 – DIGITAL ASSETS The following table summarizes the Company’s digital asset holdings as of September 30, 2022: Asset Estimated Gross Impairment Digital Bitcoin Indefinite $ 63,377 $ 774 $ 62,603 Ethereum Indefinite 1,289 - 1,289 Stablecoin/USD Coin Indefinite 9,417 - 9,417 Other Indefinite 106 - 106 Total $ 74,189 $ 774 $ 73,415 The following table summarizes the Company’s digital asset holdings as of September 30, 2021 (as restated): Asset Estimated Gross Impairment Digital Bitcoin Indefinite $ 192 $ - $ 192 Ethereum Indefinite 711 - 711 Total $ 903 $ - $ 903 The Company recorded impairment expense of $887 and $0 for the years ended September 30, 2022 and 2021, respectively, which was included in other general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. |
Cost Method Investment
Cost Method Investment | 12 Months Ended |
Sep. 30, 2022 | |
Cost Method Investment [Member] | |
COST METHOD INVESTMENT | NOTE 6 – COST METHOD INVESTMENT At September 30, 2022, cost method investment amounted to $6,602,000. The investment represents the Company’s minority interest in Jacobi, a private company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF. On December 15, 2021, the Company issued 20,000,000 shares of its common stock to Jacobi’s shareholders for acquisition of 5.0% equity interest of Jacobi. These shares were valued at $6,602,000 ($0.3301 per share), the fair market value on the grant date using the reported closing share price of the Company on the date of grant. In accordance with ASC Topic 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Company monitors its investment in the non-marketable security and will recognize, if ever existing, a loss in value which is deemed to be other than temporary. The Company determined that there was no impairment of this investment as of September 30, 2022. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 7 – EQUITY METHOD INVESTMENT As of September 30, 2022, the equity method investment amounted to $0. The investment represents the Company’s interest in Digiclear. Digiclear was incorporated on July 13, 2021 in United Kingdom. The company and the other unrelated party accounted for 50% and 50% of the total ownership, respectively. Digiclear is a company developing a custody and settlement utility operating system. The Company accounts for the investment in Digiclear under the equity method of accounting. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. For the period from March 17, 2022 (date of investment) through September 30, 2022, loss on investment in Digiclear amounted to $689,255 (the loss was composed of the Company’s share of Digiclear’s net loss of $165,370 and the adjustment for allocated amortization of intangible asset of $523,885), and were included in loss from equity method investment in the accompanying consolidated statements of operations and comprehensive loss. The tables below present the summarized unaudited financial information, as provided to the Company by the investee. September 30, Current assets $ 9,532 Noncurrent assets 579,297 Current liabilities 502,562 Noncurrent liabilities - Equity 86,267 For the Net revenue $ - Gross profit - Loss from operations 330,740 Net loss 330,740 In September 2022, the Company assessed its equity method investment for any impairment and concluded that there were indicators of impairment as of September 30, 2022. The impairment is due to the Company’s conclusion that it will be unable to recover the carrying amount of the investment due to the investee’s a series of operating losses and global economic environment. The Company calculated that the estimated undiscounted cash flows were less than the carrying amount related to the equity method investment. The Company has recognized an impairment loss of $4,310,745 related to the equity method investment for the year ended December 31, 2022, which reduced the investment value to zero. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Sep. 30, 2022 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 8 – INTANGIBLE ASSETS Intangible assets primarily consist of the valuation of identifiable intangible assets acquired, representing trade names, regulatory licenses, and technology. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. At September 30, 2022 and 2021, intangible assets consisted of the following: Useful Life September 30, September 30, Trade names 3 Years $ 784,246 $ 784,246 Regulatory licenses 3 Years 138,751 138,751 Technology 5 Years 10,300,774 10,300,774 Software 3 Years 11,237 - 11,235,008 11,223,771 Less: accumulated amortization (3,159,903 ) (469,286 ) $ 8,075,105 $ 10,754,485 For the years ended September 30, 2022 and 2021, amortization expense amounted to $2,690,617 and $469,286, respectively, of which, $2,426,393 and $469,286 was included in cost of revenue – financial services, and $264,224 and $0 was included in operating expenses, respectively. Amortization of intangible assets attributable to future periods is as follows: For the year ending September 30: Amortization 2023 $ 2,371,566 2024 2,269,011 2025 2,061,091 2026 1,373,437 2027 and thereafter - $ 8,075,105 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Sep. 30, 2022 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At September 30, 2022 and 2021, accounts payable and accrued liabilities consisted of the following: September 30, September 30, (as restated) Directors’ compensation $ 237,205 $ 170,538 Unearned revenue 203,222 49,001 Professional fees 170,058 125,697 Accounts payable 51,712 54,831 Others 29,133 29,655 Total $ 691,330 $ 429,722 |
Share Capital
Share Capital | 12 Months Ended |
Sep. 30, 2022 | |
Share Capital [Abstract] | |
SHARE CAPITAL | NOTE 10 – 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 Currency Mountain Holdings Bermuda, Limited (“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 had the following key terms: 1) A stated value of $10 per share; 2) The holder was 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 was 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 were 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 shared 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 had been amortized to interest expense to the date of redemption. For the year ended September 30, 2021, amortization of debt discount amounted to $1,545. The terms of the Series A preferred stock issued represented mandatory redeemable shares, with a fixed redemption date (in 5 years) and the Company had 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 had a floor of $0.20 per share. As such, all dividends accrued and/or paid and any accretions were classified as part of interest expense. For the year ended September 30, 2021, dividends on redeemable preferred stock amounted to $2,625. 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 the original shareholders of Match Financial Limited (“Match Shareholders”) for acquisition of 70% equity interest of Match (“Initial Transaction”). 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. On August 30, 2021, the Company exercised its option, pursuant to which it acquired 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. In the aggregate, the Company issued 100,100,000 shares of its common stock for 100% of the issued and outstanding shares of Match, The total fair value of the shares issued was $11,152,369. Common stock issued for cost method investment On December 15, 2021, the Company issued 20,000,000 shares of its common stock to the original shareholders of Jacobi as consideration of acquisition of 5.0% of the issued and outstanding ordinary shares of Jacobi. These shares were valued at $6,602,000, the fair market value on the grant date using the reported closing share price of the Company on the date of grant, and the Company recorded cost method investment of $6,602,000 (see Note 6). Common stock issued for equity method investment On March 17, 2022, the Company issued 15,151,515 shares of its common stock to the Digiclear Shareholder for acquisition of 50% equity interest of Digiclear. These shares were valued at $5,000,000, the fair market value on the grant date using the reported closing share price on the date of grant. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at September 30, 2022: Options Outstanding Options Exercisable Range of Number Weighted Average Weighted Number Weighted $ 0.09 – 1.00 4,850,000 3.02 $ 0.29 1,050,000 $ 0.10 2.50 1,000,000 3.97 2.50 1,000,000 2.50 $ 0.09 – 2.50 5,850,000 3.18 $ 0.67 2,050,000 $ 1.27 Stock option activities for the years ended September 30, 2022 and 2021 were as follows: Number of Weighted Outstanding at October 1, 2020 - $ - Granted 1,000,000 2.50 Terminated / Exercised / Expired - - Outstanding at September 30, 2021 1,000,000 2.50 Granted 4,850,000 0.29 Terminated / Exercised / Expired - - Outstanding at September 30, 2022 5,850,000 $ 0.67 Options exercisable at September 30, 2022 2,050,000 $ 1.27 Options expected to vest 3,800,000 $ 0.35 The aggregate intrinsic value of stock options outstanding and stock options exercisable at September 30, 2022 was $25,500 and $8,500, respectively. The fair values of options granted during the year ended September 30, 2022 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 188.87% - 317.02%, risk-free rate of 0.39% - 1.26%, annual dividend yield of 0% and expected life of 1.00 - 5.00 years. The aggregate fair value of the options granted during the year ended September 30, 2022 was $1,057,958 and the Company recorded stock-based compensation expense of $440,630 for the year ended September 30, 2022 and intangible asset cost of $11,237 and the remaining balance of $606,091 as of September 30, 2022 will be amortized over the rest of corresponding service periods. The fair value of options granted during the year ended September 30, 2021 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 202.82%, risk-free rate of 0.83%, annual dividend yield of 0%, and expected life of 5.00 years. The aggregate fair value of the options granted during the year ended September 30, 2021was $1,514,982. For the years ended September 30, 2022 and 2021, stock-based compensation expense associated with stock options granted amounted to $1,913,529 and $42,082, respectively, which was recorded as professional fees on the accompanying consolidated statements of operations and comprehensive loss. In January 2022, the Company issued 50,000 stock options for software purchase. The fair value of 50,000 stock options granted was $11,237 which was recorded as the cost of software. For the year ended September 30, 2022, amortization in connection with the software amounted to $2,809, which was included in amortization of intangible assets on the accompanying consolidated statements of operations and comprehensive loss. A summary of the status of the Company’s nonvested stock options granted as of September 30, 2022 and changes during the years ended September 30, 2022 and 2021 is presented below: Number of Weighted Nonvested at October 1, 2020 - $ - Granted 1,000,000 2.50 Vested - - Nonvested at September 30, 2021 1,000,000 2.50 Granted 4,850,000 0.29 Vested (2,050,000 ) (1.27 ) Nonvested at September 30, 2022 3,800,000 $ 0.35 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES The components for net loss for the years ended September 30, 2022 and 2021 was as follows: Years Ended September 30, 2022 2021 United States $ 11,665,650 $ 620,481 Bermuda 10,456 - Malta 74,772 26,102 United Kingdom 90,318 290,263 Lithuania 4,461 - Total $ 11,845,657 $ 936,846 The components of income taxes expense (benefit) for the years ended September 30, 2022 and 2021 consisted of the following: Years Ended September 30, 2022 2021 Current: Federal $ - $ - State - - Malta - - United Kingdom - - Lithuania - - Total current income taxes expense $ - $ - Deferred: Federal $ (977,249 ) $ (201,703 ) State (330,869 ) (38,419 ) Malta (26,170 ) (9,136 ) United Kingdom (17,138 ) (55,150 ) Lithuania (669 ) - Total deferred income taxes (benefit) $ (1,352,095 ) $ (304,408 ) Change in valuation allowance 1,352,095 304,408 Total income taxes expense $ - $ - The reconciliations of the statutory income tax rate and the Company’s effective income tax rate were as follows: Years Ended September 30, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State tax 2.4 % 2.6 % Non-U.S. income taxed at different rates 0.1 % (0.2 )% Permanent differences (13.7 )% (0.1 )% Prior year true-up (0.8 )% - % Valuation allowance (9.0 )% (23.3 )% Effective tax rate 0.0 % 0.0 % The components of the Company’s net deferred tax assets (liabilities) as of September 30, 2022 and 2021 were as follows: September 30, September 30, Deferred tax assets Net operating loss carry-forwards $ 1,129,699 $ 577,215 Accrued directors’ compensation 66,678 42,635 Stock-based compensation 549,722 10,521 Impairment of digital assets 169 - Capitalized SPAC acquisition related professional fee 236,198 - Total deferred tax assets, gross 1,982,466 630,371 Valuation allowance (1,982,320 ) (630,371 ) Total deferred tax assets, net $ 146 $ - Deferred tax liabilities Unrealized foreign currency exchange gain (146 ) - Total deferred tax liabilities $ (146 ) $ - Net deferred tax assets $ - $ - The Company provided a valuation allowance equal to the deferred income tax assets for years ended September 30, 2022 and 2021 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry-forwards. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income. As of September 30, 2022, the Company had $ 3,034,165 576,724 and $390,913 As of September 30, 2022 and 2021, the Company did not identify any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in income tax expense. However, no such interest and penalties were recorded as of September 30, 2022 and 2021. The Company has a December 31 tax year-end. The federal, state and foreign income tax returns of the Company are subject to examination by various tax authorities, generally for three years after they are filed. The Company is not subject to income taxes in Bermuda. The Company’s 2019 through 2022 tax years are subject to examination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS Services provided by related parties From time to time, Oliver Worsley, a shareholder of the Company, provides consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $45,310 and $0 for the years ended September 30, 2022 and 2021, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. As of September 30, 2022 and 2021, the accrued and unpaid services charge related to Oliver Worsley amounted to $16,691 and $0, respectively, which have been included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. From time to time, Craig Vallis, chief technology officer of DRFQ and a shareholder of the company, provides consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $80,026 and $4,845 for the years ended September 30, 2022 and 2021, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. 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 years ended September 30, 2022 and 2021, general support services provided to the related party, which was recorded as revenue – general support services - related party on the accompanying consolidated statements of operations and comprehensive loss were as follows: Years Ended September 30, 2022 2021 Service provided to: TCM $ 19,200,000 $ 19,200,000 $ 19,200,000 $ 19,200,000 During the years ended September 30, 2022 and 2021, services received from the related party, which was recorded as cost of revenue – general support services - related party on the accompanying consolidated statements of operations and comprehensive loss were as follows: Years Ended September 30, 2022 2021 Service received from: FXDIRECT $ 18,900,000 $ 18,900,000 $ 18,900,000 $ 18,900,000 During the year ended September 30, 2022, Digital RFQ earned revenue from FXDD Trading in the amount of $38,112 which was included in revenue – financial services on the accompanying consolidated statements of operations and comprehensive loss. Due from affiliates At September 30, 2022 and 2021, due from related parties consisted of the following: September 30, September 30, NUKK Capital (*) $ - $ 144,696 Digiclear 35,762 - TCM 895,374 2,473,177 Total $ 931,136 $ 2,617,873 (*) An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. The balance due from NUKK Capital represents the Company’s prior investment in digital currency that was transferred to NUKK Capital in March 2019. The balance due from TCM represents unsettled funds due related to the General Services Agreement and monies that the Company paid on behalf of TCM. The balance due from Digiclear represents advances made to Digiclear. Management believes that the related parties’ receivables are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its due from related parties at September 30, 2022 and 2021. The Company historically has not experienced uncollectible receivables from the related parties. Due to affiliates At September 30, 2022 and 2021, due to related parties consisted of the following: September 30, September 30, Forexware LLC (1) $ 1,079,229 $ 579,229 FXDIRECT 3,042,101 3,341,893 CMH 42,000 42,000 FXDD Trading (1) 242,113 294,670 Markets Direct Payments (1) 2,114 - Match Fintech Limited (2) 106,506 - Total $ 4,514,063 $ 4,257,792 (1) Forexware LLC, FXDD Trading, and Markets Direct Payments are controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. (2) Match Fintech Limited is controlled by the Company’s managers. The balances of due to related parties represent expenses paid by Forexware LLC, FXDIRECT, FXDD Trading, Markets Direct Payments, and Match Fintech Limited 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. Customer digital currency assets and liabilities – related party At September 30, 2022 and 2021, FXDD Trading’s digital currency, which was controlled by Digital RFQ, amounted to $248,214 and $1,168,349, respectively, which was included in customer digital currency assets and liabilities on the accompanying consolidated balance sheets. Note receivable – related party The Company originated a note receivable to its shareholder in the principal amount of $35,000 on September 1, 2022. The note shall become mature with respect to $17,500 on March 1, 2023 and with respect to $17,500 on September 1, 2023. The note bears a fixed interest rate of 5.0% per annum. For the year ended September 30, 2022, the interest income related to this note amounted to $159 and has been included in other income on the accompanying consolidated statements of operations and comprehensive loss. As of September 30, 2022, the outstanding interest balance related to this note was $159 and was included in other current assets on the accompanying consolidated balance sheets. Letter agreement with ClearThink Nukkleus is party to a letter agreement with ClearThink dated as of November 22, 2021, pursuant to which ClearThink was engaged by Nukkleus in connection with the Business Combination (See Note 15 - White lion stock purchase agreement). Craig Marshak, a member of the Board of Directors of Nukkleus, is a managing director of ClearThink, a transaction advisory firm. ClearThink has been engaged by Nukkleus to serve as the exclusive transactional financial advisor, and finder with respect to the Business Combination, to advise Nukkleus with respect to the Business Combination. As of September 30, 2022, Nukkleus has paid ClearThink $140,000, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss, and upon closing of the Business Combination Nukkleus is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink as of September 30, 2022. |
Concentrations
Concentrations | 12 Months Ended |
Sep. 30, 2022 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 13 – 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 years ended September 30, 2022 and 2021. Years Ended September 30, Customer 2022 2021 A – related party 89.2 % 99.5 % One related party customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding due from affiliates at September 30, 2022, accounted for 96.2% of the Company’s total outstanding due from affiliates at September 30, 2022. One related party customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable and due from affiliates at September 30, 2021, accounted for 92.4% of the Company’s total outstanding accounts receivable and due from affiliates at September 30, 2021. 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 years ended September 30, 2022 and 2021. Years Ended September 30, Supplier 2022 2021 A – related party 85.2 % 97.6 % Two related party suppliers, whose outstanding payables accounted for 10% or more of the Company’s total outstanding accounts payable and due to affiliates at September 30, 2022, accounted for 79.2% of the Company’s total outstanding accounts payable and due to affiliates at September 30, 2022. Two related party suppliers, whose outstanding payables accounted for 10% or more of the Company’s total outstanding accounts payable and due to affiliates at September 30, 2021, accounted for 83.7% of the Company’s total outstanding accounts payable and due to affiliates at September 30, 2021. |
Segment Information
Segment Information | 12 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 14 – SEGMENT INFORMATION For the years ended September 30, 2022 and 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 payment services from one fiat currency to another. 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 years ended September 30, 2022 and 2021 was as follows: Years Ended September 30, 2022 2021 (as restated) Revenues General support services $ 19,200,000 $ 19,200,000 Financial services 2,313,474 86,964 Total 21,513,474 19,286,964 Costs of revenues General support services 18,900,000 18,900,000 Financial services 3,274,870 469,286 Total 22,174,870 19,369,286 Gross profit (loss) General support services 300,000 300,000 Financial services (961,396 ) (382,322 ) Total (661,396 ) (82,322 ) Operating expenses Financial services 1,808,399 376,955 Corporate/Other 8,672,529 473,127 Total 10,480,928 850,082 Other expense Financial services 12,792 272 Corporate/Other 690,541 4,170 Total 703,333 4,442 Net income (loss) General support services 300,000 300,000 Financial services (2,782,587 ) (759,549 ) Corporate/Other (9,363,070 ) (477,297 ) Total (11,845,657 ) (936,846 ) Amortization Financial services 2,687,808 469,286 Corporate/Other 2,809 - Total $ 2,690,617 $ 469,286 Total assets at September 30, 2022 and 2021 September 30, September 30, Financial services $ 10,768,309 $ 15,719,792 Corporate/Other 7,596,595 2,956,696 Total $ 18,364,904 $ 18,676,488 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to, and its property is not subject to, any material legal proceedings, except as set forth below. On April 16, 2020, the Company was named as a defendant in the BT Prime Litigation. The BT Prime Litigation was 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, Nukkleus Bermuda Limited and Global Elite Holdings Ltd. f/k/a Currency Mountain Holdings Bermuda, Ltd. BT Prime sought, amongst other relief, a determination that the defendants were liable for all of the debts of BT Prime stemming from its bankruptcy proceedings, and sought to recover certain amounts transferred to Forexware and FXDD Malta prior to the initiation of the bankruptcy case. In the sole claim asserted against Nukkleus, BT Prime alleged that Nukkleus acquired certain technology assets from Forexware and is a continuation of the business of Forexware and a successor-in-interest to Forexware. Based on this theory, BT Prime alleged that Nukkleus should be jointly and severally liable for any liability attributable to Forexware or the other defendants, should the court eventually find any such liability. Although Nukkleus acquired licenses from Forexware, Forexware retained other assets and continued to operate a separate business, which Nukkleus believes is the business that is pertinent to BT Prime’s allegations. Nukkleus believes that the similarity in Forexware and Nukkleus’s business, including the shared use of software, caused BT Prime to conflate the two businesses, but Nukkleus was not connected to the events that caused the initiation of BT Prime’s liquidation and bankruptcy proceedings. Nukkleus has issued a limited guarantee of the obligations under a settlement agreement among BT Prime and the defendants other than Nukkleus, limited to an amount equal to $2,050,000, which guarantee is subject to release following payment by the defendants other than Nukkleus of their obligations under the settlement agreement. Nukkleus management believes that the term of the limited guarantee will expire without any payment obligation or other cost to Nukkleus. On May 31, 2022, the BT Prime Litigation was dismissed with prejudice by the bankruptcy court as to Nukkleus and FXDD Malta Ltd., following which none of Nukkleus or any of its direct or indirect subsidiaries were party to the BT Prime Litigation. Digital asset wallets Digital RFQ has committed to safeguard all digital assets and digital token identifiers on behalf of its customers. As such, Digital RFQ may be liable to its customers for losses arising from theft or loss of customer private keys. Digital RFQ has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of digital assets within its control, and (iii) it engages third parties, which are digital asset trading platforms, to provide certain custodial services, including holding its customers’ digital token identifiers, securing its customers’ digital assets, and protecting them from loss or theft, including indemnification against certain types of losses such as theft. Its third-party digital asset trading platforms hold the digital assets in accounts in Digital RFQ’s name for the benefit of Digital RFQ’s customers. Merger On February 22, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company and Brilliant Acquisition Corporation, a British Virgin Islands company (“Brilliant”). The Merger Agreement has been approved by the Company’s board of directors. On January 20, 2023, parties to the Merger Agreement entered into an Amendment No. 3 to the Merger Agreement (the “Amendment”) solely to extend the Outside Closing Date (as defined in the Merger Agreement), to the later of (i) April 23, 2023, or, (ii) following the approval by Brilliant’s shareholders of the extension of the life of the SPAC pursuant to Brilliant’s organizational documents, to the date so approved, but not later than June 23, 2023. The transaction is expected to close in the third quarter of fiscal year 2023 provided however there is no guarantee that the transaction will close. The Company made loans with an aggregate principal of $121,650 to Brilliant in subsequent period. The principal shall be payable promptly after the date on which Brilliant consummates an initial business combination with a target business. The principal may be prepaid at any time. These loans bear a fixed interest rate of 0% per annum. These loans shall not be convertible into any securities of Brilliant, and the Company shall have no recourse with respect to Brilliant’s ability to convert these loans into any securities of Brilliant. White lion stock purchase agreement On May 17, 2022, the Company entered into a Stock Purchase Agreement (the “White Lion Agreement”) with White Lion Capital Partners, LLC a California-based investment fund (“White Lion”). Under the terms of the White Lion Agreement, the Company has the right, but not the obligation, to require White Lion to purchase shares of its common stock up to a maximum amount of $75,000,000 or such lower amount as may be required pursuant to the rules of the market on which shares of its common stock trades at such time. Pursuant to terms of the White Lion Agreement and the Registration Rights Agreement (as defined below), the Company is required to use its commercially reasonable efforts to file with the SEC a registration statement covering the shares to be acquired by White Lion within sixty days following the closing of the previously announced business combination with Brilliant Acquisition Corporation described in its Current Report on Form 8-K filed with the SEC on February 23, 2022 (the “Business Combination”). The term of the White Lion Agreement commences on the effective date of the registration statement and shall end on December 31, 2024, or, if earlier, the date on which White Lion has purchased the maximum number of shares of the Company’s common stock provided under the White Lion Agreement, in each case on the terms and subject to the conditions set forth in the White Lion Agreement. White Lion’s purchase price will be 96% of the dollar- volume weighted average price of the Company’s common stock over the two consecutive trading days immediately following receipt of the Company’s notice of its intent to make a draw. As of September 30, 2022, the White Lion Agreement is not yet effective. During the term of the White Lion Agreement, on the terms and subject to the conditions set forth therein, the Company may draw up to the lesser of (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. The Company is not entitled to draw on the White Lion Agreement if the closing sale price of the Company’s common stock on the trading day immediately preceding the notice date is less than $1.00 (following the reverse stock split proposed in connection with the closing of the Business Combination and described in the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2022, but adjusted for any other reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). The Company is not entitled to draw on the White Lion Agreement unless each of the following additional conditions is satisfied: (i) each of the Company’s representations and warranties set forth in the White Lion Agreement is true and correct (subject to qualifications as to materiality set forth therein) in all respects as of such time; (ii) a registration statement is and remains effective for the resale of securities in connection with the White Lion Agreement; (iii) the trading of the Company’s common stock shall not have been suspended by the SEC, the applicable trading market or FINRA, or otherwise halted for any reason; (iv) the Company shall have complied with its obligations and shall not otherwise be in breach or default of any agreement set forth in the White Lion Agreement; (v) no statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction, including, without limitation, the SEC, which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the White Lion Agreement; (vi) all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant to the reporting requirements of the Exchange Act of 1934 (other than Forms 8-K) shall have been filed with the SEC within the applicable time periods prescribed for such filings; (vii) to the extent the issuance of the put shares requires shareholder approval under the listing rules of the applicable national exchange or principal quotation system for the Company’s common stock, the Company has or will seek such approval; and (viii) certain other conditions as set forth in the White Lion Agreement. In addition to the shares to be issued under the White Lion Agreement, the Company will include in its registration statement additional shares of the Company’s common stock in the amount of $750,000 being issued to White Lion in connection with the execution of the White Lion Agreement. White lion registration rights agreement In connection with the Company’s entry into the White Lion Agreement, the Company entered into a Registration Rights Agreement with White Lion (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to file a registration statement under the Securities Act registering the resale of the shares sold under the White Lion Agreement within sixty days of the closing of the Business Combination. The Registration Rights Agreement also provides that the Company is required to use its commercially reasonable efforts to keep the registration effective and to prepare and file with the SEC such amendments and supplements if the foregoing registration statement is not then in effect, and the Company proposes to file certain types of registration statements under as may be necessary to keep the registration statement effective. |
Restatements of Previously Issu
Restatements of Previously Issued Funancial Statements | 12 Months Ended |
Sep. 30, 2022 | |
Restatements of Previously Issued Funancial Statements [Abstract] | |
RESTATEMENTS OF PREVIOUSLY ISSUED FUNANCIAL STATEMENTS | NOTE 16 – RESTATEMENTS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Nine months ended June 30, 2021 - unaudited The Company adjusted the acquisition cost and the allocation of net assets acquired based on a third party valuation report. The original estimated fair value of the net assets acquired and recorded by the Company decreased by $2,861,631 from the original estimated valuation with a corresponding decrease in additional paid-in capital. The adjusted fair values of the assets acquired and liabilities assumed, plus transaction costs were as follows: Estimated Fair Value as Originally Transaction Valuation Restated Recorded Costs Restatement Amount Assets acquired: Cash $ 21,370 $ 21,370 Accounts receivable 46,602 46,602 Other current assets 142 142 Intangible assets 14,010,631 74,771 (2,861,631 ) 11,223,771 Total assets 14,078,745 11,291,885 Liabilities assumed: Accounts payable and accrued liabilities 78,745 78,745 Total liabilities 78,745 78,745 Purchase price $ 14,000,000 74,771 (2,861,631 ) $ 11,213,140 The impact of these errors was an overstatement of total assets and total equity by approximately $2,862,000, and an overstatement of non-cash investment and financing activities: common stock issued in connection with acquisition of approximately $2,003,000 for the nine months ended June 30, 2021. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s June 30, 2021 financial statements have been restated for the impact of these adjustments as follows: As Reported Adjustment As Restated Consolidated Balance Sheet As of June 30, 2021 Intangible assets, net $ 13,940,257 $ (2,861,631 ) $ 11,078,626 Total non-current assets $ 13,940,257 $ (2,861,631 ) $ 11,078,626 Total assets $ 17,000,367 $ (2,861,631 ) $ 14,138,736 Additional paid-in capital $ 10,235,758 $ (2,003,142 ) $ 8,232,616 Total Nukkleus Inc. stockholders’ equity $ 8,550,382 $ (2,003,142 ) $ 6,547,240 Non-controlling interest $ 4,203,302 $ (858,489 ) $ 3,344,813 Total equity $ 12,753,684 $ (2,861,631 ) $ 9,892,053 Total liabilities and equity $ 17,000,367 $ (2,861,631 ) $ 14,138,736 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Nine Months Ended June 30, 2021 Non-cash investing and financing activities: Common stock issued in connection with acquisition $ 9,814,000 $ (2,003,142 ) $ 7,810,858 Year ended September 30, 2021 During the year ended September 30, 2021, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue – financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $2,017,000, an overstatement of cost of revenue – financial services and an understatement of operating expenses of approximately $293,000 for the year ended September 30, 2021, and an understatement of net cash provided by operating activities of approximately $871,000 for the year ended September 30, 2021. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s September 30, 2021 financial statements have been restated for the impact of these adjustments as follows: As Adjustment As Consolidated Balance Sheet As of September 30, 2021 Cash $ 355,673 $ 48,098 $ 403,771 Customer custodial cash $ - $ 799,302 $ 799,302 Customer digital currency assets $ - $ 1,168,349 $ 1,168,349 Digital assets $ - $ 903 $ 903 Total current assets $ 3,043,720 $ 2,016,652 $ 5,060,372 Intangible assets, net $ 13,616,116 $ (2,861,631 ) $ 10,754,485 Total non-current assets $ 13,616,116 $ (2,861,631 ) $ 10,754,485 Total assets $ 16,659,836 $ (844,979 ) $ 15,814,857 Customer custodial cash liabilities $ - $ 799,302 $ 799,302 Customer digital currency liabilities $ - $ 1,168,349 $ 1,168,349 Accounts payable and accrued liabilities $ 380,721 $ 49,001 $ 429,722 Total current liabilities $ 4,638,513 $ 2,016,652 $ 6,655,165 Total liabilities $ 4,638,513 $ 2,016,652 $ 6,655,165 Additional paid-in capital $ 14,474,839 $ (2,861,631 ) $ 11,613,208 Total stockholders’ equity $ 12,021,323 $ (2,861,631 ) $ 9,159,692 Total liabilities and stockholders’ equity $ 16,659,836 $ (844,979 ) $ 15,814,857 As Adjustment As Consolidated Statement of Operations and Comprehensive Loss for the Year Ended September 30, 2021 Cost of revenue - financial services $ 762,297 $ (293,011 ) $ 469,286 Total costs of revenues $ 19,662,297 $ (293,011 ) $ 19,369,286 Gross loss - financial services $ (675,333 ) $ 293,011 $ (382,322 ) Total gross loss $ (375,333 ) $ 293,011 $ (82,322 ) Professional fees $ 396,277 $ 138,559 $ 534,836 Other general and administrative $ 160,794 $ 154,452 $ 315,246 Total operating expenses $ 557,071 $ 293,011 $ 850,082 As Adjustment As Consolidated Statement of Cash Flow for the Year Ended September 30, 2021 Customer digital currency assets $ - $ (1,201,019 ) $ (1,201,019 ) Digital assets $ - $ (929 ) $ (929 ) Customer custodial cash liabilities $ - $ 821,653 $ 821,653 Customer digital currency liabilities $ - $ 1,201,019 $ 1,201,019 Accounts payable and accrued liabilities $ 113,711 $ 50,371 $ 164,082 Net cash provided by operating activities $ 295,887 $ 871,095 $ 1,166,982 Effect of exchange rate on cash $ 239 $ (23,695 ) $ (23,456 ) Net increase in cash $ 272,824 $ 847,400 $ 1,120,224 Cash - end of year $ 355,673 $ 847,400 $ 1,203,073 Non-cash investing and financing activities: Common stock issued in connection with acquisition $ 14,014,000 $ (2,861,631 ) $ 11,152,369 Three months ended December 31, 2021 - unaudited During the three months ended December 31, 2021, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue – financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $1,117,000, an overstatement of cost of revenue – financial services and an understatement of operating expenses of approximately $133,000 for the three months ended December 31, 2021, and an understatement of net cash used in operating activities of approximately $755,000 for the three months ended December 31, 2021. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s December 31, 2021 financial statements have been restated for the impact of these adjustments as follows: As Adjustment As Condensed Consolidated Balance Sheet As of December 31, 2021 Cash $ 50,623 $ 2,252 $ 52,875 Customer custodial cash $ - $ 90,951 $ 90,951 Customer digital currency assets $ - $ 1,022,407 $ 1,022,407 Digital assets $ - $ 1,123 $ 1,123 Total current assets $ 2,733,446 $ 1,116,733 $ 3,850,179 Total assets $ 19,177,988 $ 1,116,733 $ 20,294,721 Customer custodial cash liabilities $ - $ 90,951 $ 90,951 Customer digital currency liabilities $ - $ 1,022,407 $ 1,022,407 Accounts payable and accrued liabilities $ 579,351 $ 3,375 $ 582,726 Total current liabilities $ 4,984,616 $ 1,116,733 $ 6,101,349 Total liabilities $ 4,984,616 $ 1,116,733 $ 6,101,349 Total liabilities and stockholders’ equity $ 19,177,988 $ 1,116,733 $ 20,294,721 As Adjustment As Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended December 31, 2021 Cost of revenue - financial services $ 1,007,431 $ (133,226 ) $ 874,205 Total costs of revenues $ 5,732,431 $ (133,226 ) $ 5,599,205 Gross loss - financial services $ (678,416 ) $ 133,226 $ (545,190 ) Total gross loss $ (603,416 ) $ 133,226 $ (470,190 ) Professional fees $ 921,732 $ 133,226 $ 1,054,958 Other general and administrative $ 353,121 $ - $ 353,121 Total operating expenses $ 1,340,207 $ 133,226 $ 1,473,433 As Adjustment As Condensed Consolidated Statement of Cash Flow for the Three Months Ended December 31, 2021 Customer digital currency assets $ - $ 151,118 $ 151,118 Digital assets $ - $ (214 ) $ (214 ) Customer custodial cash liabilities $ - $ (709,188 ) $ (709,188 ) Customer digital currency liabilities $ - $ (151,118 ) $ (151,118 ) Accounts payable and accrued liabilities $ 197,371 $ (45,667 ) $ 151,704 Net cash used in operating activities $ (305,264 ) $ (755,069 ) $ (1,060,333 ) Effect of exchange rate on cash $ 214 $ 872 $ 1,086 Net decrease in cash $ (305,050 ) $ (754,197 ) $ (1,059,247 ) Cash - beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash - end of period $ 50,623 $ 93,203 $ 143,826 Six months ended March 31, 2022 - unaudited During the six months ended March 31, 2022, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue – financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $2,415,000, an overstatement of cost of revenue – financial services and an understatement of operating expenses of approximately $142,000 and $276,000, respectively, for the three and six months ended March 31, 2022, and an overstatement of net cash used in operating activities of approximately $286,000 for the six months ended March 31, 2022. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s March 31, 2022 financial statements have been restated for the impact of these adjustments as follows: As Adjustment As Condensed Consolidated Balance Sheet As of March 31, 2022 Cash $ 50,444 $ 23,801 $ 74,245 Customer custodial cash $ - $ 1,082,421 $ 1,082,421 Customer digital currency assets $ - $ 1,307,042 $ 1,307,042 Digital assets $ - $ 1,397 $ 1,397 Total current assets $ 1,612,376 $ 2,414,661 $ 4,027,037 Total assets $ 22,404,645 $ 2,414,661 $ 24,819,306 Customer custodial cash liabilities $ - $ 1,082,421 $ 1,082,421 Customer digital currency liabilities $ - $ 1,307,042 $ 1,307,042 Accounts payable and accrued liabilities $ 561,460 $ 25,198 $ 586,658 Total current liabilities $ 4,587,814 $ 2,414,661 $ 7,002,475 Total liabilities $ 4,587,814 $ 2,414,661 $ 7,002,475 Total liabilities and stockholders’ equity $ 22,404,645 $ 2,414,661 $ 24,819,306 As Adjustment As Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended March 31, 2022 Cost of revenue - financial services $ 690,184 $ (142,465 ) $ 547,719 Total costs of revenues $ 5,415,184 $ (142,465 ) $ 5,272,719 Gross loss - financial services $ (401,167 ) $ 142,465 $ (258,702 ) Total gross loss $ (326,167 ) $ 142,465 $ (183,702 ) Professional fees $ 1,066,816 $ 142,465 $ 1,209,281 Total operating expenses $ 1,527,555 $ 142,465 $ 1,670,020 As Adjustment As Condensed Consolidated Statement of Operations and Comprehensive Loss for the Six Months Ended March 31, 2022 Cost of revenue - financial services $ 1,697,615 $ (275,691 ) $ 1,421,924 Total costs of revenues $ 11,147,615 $ (275,691 ) $ 10,871,924 Gross loss - financial services $ (1,079,583 ) $ 275,691 $ (803,892 ) Total gross loss $ (929,583 ) $ 275,691 $ (653,892 ) Professional fees $ 1,988,548 $ 275,691 $ 2,264,239 Total operating expenses $ 2,867,762 $ 275,691 $ 3,143,453 As Adjustment As Condensed Consolidated Statement of Cash Flow for the Six Months Ended March 31, 2022 Customer digital currency assets $ - $ (170,955 ) $ (170,955 ) Digital assets $ - $ (528 ) $ (528 ) Customer custodial cash liabilities $ - $ 309,542 $ 309,542 Customer digital currency liabilities $ - $ 170,955 $ 170,955 Accounts payable and accrued liabilities $ 187,364 $ (23,135 ) $ 164,229 Net cash (used in) provided by operating activities $ (304,371 ) $ 285,879 $ (18,492 ) Effect of exchange rate on cash $ (858 ) $ (27,057 ) $ (27,915 ) Net (decrease) increase in cash $ (305,229 ) $ 258,822 $ (46,407 ) Cash - beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash - end of period $ 50,444 $ 1,106,222 $ 1,156,666 Nine months ended June 30, 2022 - unaudited During the nine months ended June 30, 2022, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue – financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $1,937,000, an overstatement of cost of revenue – financial services and an understatement of operating expenses of approximately $135,000 and $411,000, respectively, for the three and nine months ended June 30, 2022, and an overstatement of net cash used in operating activities of approximately $272,000 for the nine months ended June 30, 2022. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s June 30, 2022 financial statements have been restated for the impact of these adjustments as follows: As Adjustment As Condensed Consolidated Balance Sheet As of June 30, 2022 Cash $ 23,142 $ 52,685 $ 75,827 Customer custodial cash $ - $ 965,918 $ 965,918 Customer digital currency assets $ - $ 898,516 $ 898,516 Digital assets $ - $ 20,076 $ 20,076 Total current assets $ 972,195 $ 1,937,195 $ 2,909,390 Total assets $ 20,840,892 $ 1,937,195 $ 22,778,087 Customer custodial cash liabilities $ - $ 965,918 $ 965,918 Customer digital currency liabilities $ - $ 898,516 $ 898,516 Accounts payable and accrued liabilities $ 543,267 $ 72,761 $ 616,028 Total current liabilities $ 4,457,083 $ 1,937,195 $ 6,394,278 Total liabilities $ 4,457,083 $ 1,937,195 $ 6,394,278 Total liabilities and stockholders’ equity $ 20,840,892 $ 1,937,195 $ 22,778,087 As Adjustment As Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended June 30, 2022 Cost of revenue - financial services $ 700,705 $ (135,072 ) $ 565,633 Total costs of revenues $ 5,425,705 $ (135,072 ) $ 5,290,633 Gross loss - financial services $ (348,513 ) $ 135,072 $ (213,441 ) Total gross loss $ (273,513 ) $ 135,072 $ (138,441 ) Professional fees $ 911,856 $ 135,071 $ 1,046,927 Compensation and related benefits $ 100,115 $ (9,501 ) $ 90,614 Other general and administrative $ 155,539 $ 9,502 $ 165,041 Total operating expenses $ 1,380,978 $ 135,072 $ 1,516,050 As Adjustment As Condensed Consolidated Statement of Operations and Comprehensive Loss for the Nine Months Ended June 30, 2022 Cost of revenue - financial services $ 2,398,320 $ (410,763 ) $ 1,987,557 Total costs of revenues $ 16,573,320 $ (410,763 ) $ 16,162,557 Gross loss - financial services $ (1,428,096 ) $ 410,763 $ (1,017,333 ) Total gross loss $ (1,203,096 ) $ 410,763 $ (792,333 ) Professional fees $ 2,900,404 $ 410,762 $ 3,311,166 Compensation and related benefits $ 355,359 $ (9,501 ) $ 345,858 Other general and administrative $ 449,216 $ 9,502 $ 458,718 Total operating expenses $ 4,248,740 $ 410,763 $ 4,659,503 As Adjustment As Condensed Consolidated Statement of Cash Flow for the Nine Months Ended June 30, 2022 Customer digital currency assets $ - $ 1,139,351 $ 1,139,351 Digital assets $ - $ (20,769 ) $ (20,769 ) Customer custodial cash liabilities $ - $ 262,180 $ 262,180 Customer digital currency liabilities $ - $ (1,139,351 ) $ (1,139,351 ) Accounts payable and accrued liabilities $ 183,463 $ 30,681 $ 214,144 Net cash (used in) provided by operating activities $ (328,926 ) $ 272,092 $ (56,834 ) Effect of exchange rate on cash $ (3,605 ) $ (100,889 ) $ (104,494 ) Net (decrease) increase in cash $ (332,531 ) $ 171,203 $ (161,328 ) Cash - beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash - end of period $ 23,142 $ 1,018,603 $ 1,041,745 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of the 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. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant estimates during the years ended September 30, 2022 and 2021 include the useful life of intangible assets, assumptions used in assessing impairment of long-term assets, the fair value of assets acquired and liabilities assumed in the asset acquisition of Match, valuation of deferred tax assets and the associated valuation allowances, valuation of stock-based compensation, and fair value of customer digital currency assets and liabilities. |
Cash and cash equivalents | Cash and cash equivalents At September 30, 2022 and 2021, the Company’s cash balances by geographic area were as follows: Country: September 30, 2022 September 30, 2021 (as restated) United States $ 47,860 13.1 % $ 327,443 81.1 % United Kingdom 315,989 86.8 % 76,154 18.9 % Malta 174 0.1 % 174 0.0 % Total cash $ 364,023 100.0 % $ 403,771 100.0 % For purposes of the 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 September 30, 2022 and 2021. Cash and cash equivalents excludes customer legal tender, which is reported separately as Customer custodial cash in the accompanying consolidated balance sheets. Refer to “customer custodial cash and customer custodial cash liabilities” below for further details. |
Customer custodial cash and customer custodial cash liabilities | Customer custodial cash and customer custodial cash liabilities Customer custodial cash represents cash and cash equivalents maintained in Company bank accounts that are controlled by the Company but held for the benefit of customers. Customer custodial cash liabilities represent these cash deposits to be utilized for its contractual obligations to its customers. The Company classifies the assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. |
Customer digital currency assets and liabilities | Customer digital currency assets and liabilities At certain times, Digital RFQ’s customers’ funds that Digital RFQ uses to make payments on behalf of its customers, remain in the form of digital assets in its customers’ wallets at its digital asset trading platforms awaiting final conversion and/or transfer to the customer’s payment final destination. These indirectly held digital assets, may consist of USDT (Stablecoin), Bitcoin, and Ethereum (collectively, “Customer digital currency assets”). Digital RFQ maintains the internal recordkeeping of its customer digital currency assets, including the amount and type of digital asset owned by each of its customers. Digital RFQ has control of the private keys and knows the balances of all wallets with its digital asset trading platforms in order to be able to successfully carry out the movement of digital assets for its client payment instruction. As part of its customer payment instruction, Digital RFQ can execute withdrawals on the wallets in its digital asset trading platforms. Management has determined that Digital RFQ has control of the customer digital currency assets and records these assets on its balance sheet with a corresponding liability. Digital RFQ recognizes customer digital currency liabilities and corresponding customer digital currency assets, on initial recognition and at each reporting date, at fair value of the customer digital currency assets. Subsequent changes in fair value are adjusted to the carrying amount of these customer digital currency assets, with changes in fair value recorded in other general and administrative expense in the consolidated statements of operations and comprehensive loss. Any loss, theft, or other misuse would impact the measurement of customer digital currency assets. The Company classifies the customer digital currency assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. |
Fair value of financial instruments and fair value measurements | Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows : ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short-term nature. Assets and liabilities measured at fair value on a recurring basis. The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2022: Quoted Significant Significant Active Observable Unobservable Balance at (Level 1) (Level 2) (Level 3) 2022 Customer digital currency assets $ - $ 248,214 $ - $ 248,214 Customer digital currency liabilities $ - $ 248,214 $ - $ 248,214 The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2021: Quoted Significant Significant Active Observable Unobservable Balance at (Level 1) (Level 2) (Level 3) 2021 (as restated) Customer digital currency assets $ - $ 1,168,349 $ - $ 1,168,349 Customer digital currency liabilities $ - $ 1,168,349 $ - $ 1,168,349 Customer digital currency assets and liabilities represent the Company’s obligation to safeguard customers’ digital assets. Accordingly, the Company has valued the assets and liabilities using quoted market prices for the underlying digital assets which is based on Level 2 inputs. Assets and liabilities measured at fair value on a nonrecurring basis. Equity method investment. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
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. Accounts receivable and allowance for doubtful accounts (continued) Management believed that the accounts receivable were fully collectable and no allowance for doubtful accounts was deemed to be required on its accounts receivable at September 30, 2021. The Company historically has not experienced significant uncollectible accounts receivable. As of September 30, 2022, the Company’s accounts receivable was $0. |
Credit risk and uncertainties | Credit risk and uncertainties 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. 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, including customer custodial cash, in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company may also hold cash at digital asset trading platforms and performs a regular assessment of these digital asset trading platforms as part of its risk management process. 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 September 30, 2022 and 2021, the Company’s cash and customer custodial cash balances had approximately $1,571,000 and $667,000, respectively, in excess of the federally-insured limits. |
Digital assets | Digital assets The digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any time during the period. The fair value is measured using the quoted price of the digital asset at the time its fair value is being measured. Impairment expense is reflected in other general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company assigns costs to transactions on a first-in, first-out basis. |
Other current assets | Other current assets Other current assets primarily consist of prepaid OTC Markets listing fees. As of September 30, 2022 and 2021, other current assets amounted to $15,617 and $12,221, respectively. |
Investments | Investments Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Under the cost method, investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. The Company periodically evaluates its cost method investment for impairment due to decline considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in operating expenses in the accompanying consolidated statements of operations and comprehensive loss, and a new basis in the investment is established. No impairment expense for cost method investment was recorded for the year ended September 30, 2022. |
Intangible assets | Intangible assets Intangible assets consist of trade names, regulatory licenses, technology and software, which are being amortized on a straight-line method over the estimated useful life of 3 - 5 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. |
Revenue recognition | Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. 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 (including operational reporting and technical support infrastructure, website hosting and marketing solutions, accounting maintenance, risk monitoring services, new account processing and customer care and continued support) 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. The Company recognizes the full contracted amount each period with no deferred revenue. The nature of the performance obligation is to provide the specified goods or services directly to the customer. The Company engages another party to satisfy the performance obligation on its behalf. The Company’s performance obligation is not to arrange for the provision of the specified good or service by another party. The Company is primarily responsible for fulfilling the promise to provide the specified good or service. Therefore, the Company is deemed to be a principal in the transaction and recognizes revenue for that performance obligation. 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. Under a GSA, the Company is contractually obligated to provide for the fulfillment software, technology, customer sales and marketing and risk management technology hardware and software solutions package to TCM. The Company provides these services, obtained from affiliate service provider FXDirect Dealer, LLC which is under common ownership, and controls the services of its service provider necessary to legally transfer of the services to TCM. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation by providing ongoing service support enabling TCM to conduct its retail FX business without interruption. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The monthly GSA price is calculated by applying the Company’s 1.6% mark-up to the costs of the services being provided by FXDirect Dealer, LLC. ● Financial services to its customers. Revenue related to its financial services offerings are recognized at a point in time when service is rendered. Prepayments, if any, received from customers prior to the services being performed are recorded as unearned revenue. In these cases, when the services are performed, the appropriate portion of the amount recorded as unearned revenue is recognized as revenue. There are 4 distinct stages that each trade must go through to be completed and must be converted from one currency into another. Where possible, fees are taken in United States dollar (“USD”) and therefore if there is an agreed fee with the client then this will be taken on the USD leg of the transaction regardless of whether it is pre-conversion or post-conversion. The first stage is notification and there is no real opportunity for us to realize revenue at this stage. The second stage is the funding stage and it allows us to charge the agreed fee before any currency conversion, we call this pre-trade revenue. The third stage of the transaction is conversion and we are able to realize revenue in the spread between the price we pay for the conversion and the price we charge the client for the conversion. The fourth opportunity for us to realize revenue (charge our fee) is after the conversion has taken place (post-trade). |
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 payment services from one fiat currency to another or to digital assets In the following table, revenues are disaggregated by segment for the years ended September 30, 2022 and 2021: Years Ended September 30, Revenue Stream 2022 2021 General support services $ 19,200,000 $ 19,200,000 Financial services 2,313,474 86,964 Total revenues $ 21,513,474 $ 19,286,964 |
Advertising and marketing costs | Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the years ended September 30, 2022 and 2021, advertising and marketing costs amounted to $420,186 and $17,874, respectively, which was included in operating expenses on the accompanying consolidated statements of operations and comprehensive loss. |
Stock-based compensation | Stock-based compensation The Company measures and recognizes compensation expense for all stock-based awards granted to non-employees, including stock options, based on the grant date fair value of the award. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. For non-employee stock-based awards, fair value is measured based on the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is calculated and then recognized as compensation expense over the requisite performance period. |
Income taxes | Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal and foreign tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the period of the change in estimate. The Company follows the provisions of FASB ASC 740-10 Uncertainty in Income Taxes (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. |
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, the functional currency of Match Financial Limited and its subsidiary, Digital RFQ, is the British Pound (“GBP”) and the functional currency of Digital RFQ’s subsidiary, DRFQ Europe UAB, is Euro. 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 stockholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. 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 September 30, 2022 and 2021 were translated at 0.8987 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at September 30, 2022 were translated at 1.0221 EUR to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the year ended September 30, 2022 and for the period from May 28, 2021 through September 30, 2021 was 0.7835 GBP and 0.7224 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the period from January 12, 2022 through September 30, 2022 was 0.9440 EUR to $1.00. 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 years ended September 30, 2022 and 2021 consisted of net loss and unrealized gain from foreign currency translation adjustment. |
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. |
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. For the years ended September 30, 2022 and 2021, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method) and the conversion of Series A preferred stock (using the if-converted method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. 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 had an anti-dilutive impact. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended September 30, 2022 2021 Stock options 5,850,000 1,000,000 Convertible preferred stock - 1,250,000 Potentially dilutive securities 5,850,000 2,250,000 |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In March 2022, the SEC staff released Staff Accounting Bulletin No. 121 (“SAB 121”), which expressed the views of the SEC staff regarding the accounting for obligations to safeguard digital-assets an entity holds for users of its digital platform. This guidance requires entities that hold digital-assets on behalf of platform users to recognize a liability to reflect the entity’s obligation to safeguard the digital-assets held for its platform users, whether safeguarding is provided by the entity or by an agent acting on behalf of the entity. The liability should be measured at initial recognition and each reporting date at the fair value of the digital-assets that the entity is responsible for holding for its platform users, taking into account any potential loss event. The entity should also recognize an asset at the same time that it recognizes the safeguarding liability, measured at initial recognition and each reporting date at the fair value of the digital-assets held for its platform users taking into account any potential loss event. The entity should also describe the asset and the corresponding liability in the footnotes to the financial statements and consider including information regarding who (e.g. the company, its agent, or another third party) holds the digital token identifiers, maintains the internal recordkeeping of those assets, and is obligated to secure the assets and protect them from loss or theft. 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 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 consolidated financial condition, results of operations, cash flows or disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash balances by geographic area | Country: September 30, 2022 September 30, 2021 (as restated) United States $ 47,860 13.1 % $ 327,443 81.1 % United Kingdom 315,989 86.8 % 76,154 18.9 % Malta 174 0.1 % 174 0.0 % Total cash $ 364,023 100.0 % $ 403,771 100.0 % |
Schedule of assets and liabilities carried at fair value measured | Quoted Significant Significant Active Observable Unobservable Balance at (Level 1) (Level 2) (Level 3) 2022 Customer digital currency assets $ - $ 248,214 $ - $ 248,214 Customer digital currency liabilities $ - $ 248,214 $ - $ 248,214 Quoted Significant Significant Active Observable Unobservable Balance at (Level 1) (Level 2) (Level 3) 2021 (as restated) Customer digital currency assets $ - $ 1,168,349 $ - $ 1,168,349 Customer digital currency liabilities $ - $ 1,168,349 $ - $ 1,168,349 |
Schedule of revenues are disaggregated by segment | Years Ended September 30, Revenue Stream 2022 2021 General support services $ 19,200,000 $ 19,200,000 Financial services 2,313,474 86,964 Total revenues $ 21,513,474 $ 19,286,964 |
Schedule of diluted per share | Years Ended September 30, 2022 2021 Stock options 5,850,000 1,000,000 Convertible preferred stock - 1,250,000 Potentially dilutive securities 5,850,000 2,250,000 |
Customer Assets and Liabiliti_2
Customer Assets and Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of cash and digital positions | September 30, September 30, (as restated) Customer custodial cash $ 2,020,394 $ 799,302 Customer digital currency assets 248,214 1,168,349 Total customer assets $ 2,268,608 $ 1,967,651 Customer custodial cash liabilities $ 2,020,717 $ 799,302 Customer digital currency liabilities 248,214 1,168,349 Total customer liabilities $ 2,268,931 $ 1,967,651 |
Schedule of fair market value of customer digital currency assets | September 30, 2022 September 30, 2021 (as restated) Fair value Percentage Fair value Percentage Bitcoin $ 162,294 65.4 % $ 921,684 78.9 % Stablecoin/USD Coin 85,897 34.6 % 246,617 21.1 % Ethereum 23 0.0 % 48 0.0 % Total customer digital currency assets $ 248,214 100.0 % $ 1,168,349 100.0 % |
Digital Assets (Tables)
Digital Assets (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Digital Assets [Abstract] | |
Schedule of digital asset | Asset Estimated Gross Impairment Digital Bitcoin Indefinite $ 63,377 $ 774 $ 62,603 Ethereum Indefinite 1,289 - 1,289 Stablecoin/USD Coin Indefinite 9,417 - 9,417 Other Indefinite 106 - 106 Total $ 74,189 $ 774 $ 73,415 Asset Estimated Gross Impairment Digital Bitcoin Indefinite $ 192 $ - $ 192 Ethereum Indefinite 711 - 711 Total $ 903 $ - $ 903 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of the summarized financial information | September 30, Current assets $ 9,532 Noncurrent assets 579,297 Current liabilities 502,562 Noncurrent liabilities - Equity 86,267 For the Net revenue $ - Gross profit - Loss from operations 330,740 Net loss 330,740 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Useful Life September 30, September 30, Trade names 3 Years $ 784,246 $ 784,246 Regulatory licenses 3 Years 138,751 138,751 Technology 5 Years 10,300,774 10,300,774 Software 3 Years 11,237 - 11,235,008 11,223,771 Less: accumulated amortization (3,159,903 ) (469,286 ) $ 8,075,105 $ 10,754,485 |
Schedule of amortization of intangible assets attributable to future periods | For the year ending September 30: Amortization 2023 $ 2,371,566 2024 2,269,011 2025 2,061,091 2026 1,373,437 2027 and thereafter - $ 8,075,105 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accounts payable and accrued liabilities | September 30, September 30, (as restated) Directors’ compensation $ 237,205 $ 170,538 Unearned revenue 203,222 49,001 Professional fees 170,058 125,697 Accounts payable 51,712 54,831 Others 29,133 29,655 Total $ 691,330 $ 429,722 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Share Capital [Abstract] | |
Schedule of common stock issuable upon exercise of options outstanding | Options Outstanding Options Exercisable Range of Number Weighted Average Weighted Number Weighted $ 0.09 – 1.00 4,850,000 3.02 $ 0.29 1,050,000 $ 0.10 2.50 1,000,000 3.97 2.50 1,000,000 2.50 $ 0.09 – 2.50 5,850,000 3.18 $ 0.67 2,050,000 $ 1.27 |
Schedule of stock option activities | Number of Weighted Outstanding at October 1, 2020 - $ - Granted 1,000,000 2.50 Terminated / Exercised / Expired - - Outstanding at September 30, 2021 1,000,000 2.50 Granted 4,850,000 0.29 Terminated / Exercised / Expired - - Outstanding at September 30, 2022 5,850,000 $ 0.67 Options exercisable at September 30, 2022 2,050,000 $ 1.27 Options expected to vest 3,800,000 $ 0.35 |
Schedule of nonvested stock options granted | Number of Weighted Nonvested at October 1, 2020 - $ - Granted 1,000,000 2.50 Vested - - Nonvested at September 30, 2021 1,000,000 2.50 Granted 4,850,000 0.29 Vested (2,050,000 ) (1.27 ) Nonvested at September 30, 2022 3,800,000 $ 0.35 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of net loss | Years Ended September 30, 2022 2021 United States $ 11,665,650 $ 620,481 Bermuda 10,456 - Malta 74,772 26,102 United Kingdom 90,318 290,263 Lithuania 4,461 - Total $ 11,845,657 $ 936,846 |
Schedule of income taxes expense (benefit) | Years Ended September 30, 2022 2021 Current: Federal $ - $ - State - - Malta - - United Kingdom - - Lithuania - - Total current income taxes expense $ - $ - Deferred: Federal $ (977,249 ) $ (201,703 ) State (330,869 ) (38,419 ) Malta (26,170 ) (9,136 ) United Kingdom (17,138 ) (55,150 ) Lithuania (669 ) - Total deferred income taxes (benefit) $ (1,352,095 ) $ (304,408 ) Change in valuation allowance 1,352,095 304,408 Total income taxes expense $ - $ - |
Schedule of effective income tax rate reconciliation | Years Ended September 30, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State tax 2.4 % 2.6 % Non-U.S. income taxed at different rates 0.1 % (0.2 )% Permanent differences (13.7 )% (0.1 )% Prior year true-up (0.8 )% - % Valuation allowance (9.0 )% (23.3 )% Effective tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets | September 30, September 30, Deferred tax assets Net operating loss carry-forwards $ 1,129,699 $ 577,215 Accrued directors’ compensation 66,678 42,635 Stock-based compensation 549,722 10,521 Impairment of digital assets 169 - Capitalized SPAC acquisition related professional fee 236,198 - Total deferred tax assets, gross 1,982,466 630,371 Valuation allowance (1,982,320 ) (630,371 ) Total deferred tax assets, net $ 146 $ - Deferred tax liabilities Unrealized foreign currency exchange gain (146 ) - Total deferred tax liabilities $ (146 ) $ - Net deferred tax assets $ - $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of general support services provided to the related party | Years Ended September 30, 2022 2021 Service provided to: TCM $ 19,200,000 $ 19,200,000 $ 19,200,000 $ 19,200,000 Years Ended September 30, 2022 2021 Service received from: FXDIRECT $ 18,900,000 $ 18,900,000 $ 18,900,000 $ 18,900,000 |
Schedule of due from related parties | September 30, September 30, NUKK Capital (*) $ - $ 144,696 Digiclear 35,762 - TCM 895,374 2,473,177 Total $ 931,136 $ 2,617,873 (*) An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Schedule of due to related parties | September 30, September 30, Forexware LLC (1) $ 1,079,229 $ 579,229 FXDIRECT 3,042,101 3,341,893 CMH 42,000 42,000 FXDD Trading (1) 242,113 294,670 Markets Direct Payments (1) 2,114 - Match Fintech Limited (2) 106,506 - Total $ 4,514,063 $ 4,257,792 (1) Forexware LLC, FXDD Trading, and Markets Direct Payments are controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. (2) Match Fintech Limited is controlled by the Company’s managers. |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Concentrations [Abstract] | |
Schedule of customer and supplier revenues | Years Ended September 30, Customer 2022 2021 A – related party 89.2 % 99.5 % Years Ended September 30, Supplier 2022 2021 A – related party 85.2 % 97.6 % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of reportable business segments | Years Ended September 30, 2022 2021 (as restated) Revenues General support services $ 19,200,000 $ 19,200,000 Financial services 2,313,474 86,964 Total 21,513,474 19,286,964 Costs of revenues General support services 18,900,000 18,900,000 Financial services 3,274,870 469,286 Total 22,174,870 19,369,286 Gross profit (loss) General support services 300,000 300,000 Financial services (961,396 ) (382,322 ) Total (661,396 ) (82,322 ) Operating expenses Financial services 1,808,399 376,955 Corporate/Other 8,672,529 473,127 Total 10,480,928 850,082 Other expense Financial services 12,792 272 Corporate/Other 690,541 4,170 Total 703,333 4,442 Net income (loss) General support services 300,000 300,000 Financial services (2,782,587 ) (759,549 ) Corporate/Other (9,363,070 ) (477,297 ) Total (11,845,657 ) (936,846 ) Amortization Financial services 2,687,808 469,286 Corporate/Other 2,809 - Total $ 2,690,617 $ 469,286 |
Schedule of total assets | Total assets at September 30, 2022 and 2021 September 30, September 30, Financial services $ 10,768,309 $ 15,719,792 Corporate/Other 7,596,595 2,956,696 Total $ 18,364,904 $ 18,676,488 |
Restatements of Previously Is_2
Restatements of Previously Issued Funancial Statements (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Restatements of Previously Issued Funancial Statements [Abstract] | |
Schedule adjusted fair values of the assets acquired and liabilities assumed, plus transaction costs | Estimated Fair Value as Originally Transaction Valuation Restated Recorded Costs Restatement Amount Assets acquired: Cash $ 21,370 $ 21,370 Accounts receivable 46,602 46,602 Other current assets 142 142 Intangible assets 14,010,631 74,771 (2,861,631 ) 11,223,771 Total assets 14,078,745 11,291,885 Liabilities assumed: Accounts payable and accrued liabilities 78,745 78,745 Total liabilities 78,745 78,745 Purchase price $ 14,000,000 74,771 (2,861,631 ) $ 11,213,140 |
Schedule of consolidated balance sheet | As Reported Adjustment As Restated Consolidated Balance Sheet As of June 30, 2021 Intangible assets, net $ 13,940,257 $ (2,861,631 ) $ 11,078,626 Total non-current assets $ 13,940,257 $ (2,861,631 ) $ 11,078,626 Total assets $ 17,000,367 $ (2,861,631 ) $ 14,138,736 Additional paid-in capital $ 10,235,758 $ (2,003,142 ) $ 8,232,616 Total Nukkleus Inc. stockholders’ equity $ 8,550,382 $ (2,003,142 ) $ 6,547,240 Non-controlling interest $ 4,203,302 $ (858,489 ) $ 3,344,813 Total equity $ 12,753,684 $ (2,861,631 ) $ 9,892,053 Total liabilities and equity $ 17,000,367 $ (2,861,631 ) $ 14,138,736 As Adjustment As Consolidated Balance Sheet As of September 30, 2021 Cash $ 355,673 $ 48,098 $ 403,771 Customer custodial cash $ - $ 799,302 $ 799,302 Customer digital currency assets $ - $ 1,168,349 $ 1,168,349 Digital assets $ - $ 903 $ 903 Total current assets $ 3,043,720 $ 2,016,652 $ 5,060,372 Intangible assets, net $ 13,616,116 $ (2,861,631 ) $ 10,754,485 Total non-current assets $ 13,616,116 $ (2,861,631 ) $ 10,754,485 Total assets $ 16,659,836 $ (844,979 ) $ 15,814,857 Customer custodial cash liabilities $ - $ 799,302 $ 799,302 Customer digital currency liabilities $ - $ 1,168,349 $ 1,168,349 Accounts payable and accrued liabilities $ 380,721 $ 49,001 $ 429,722 Total current liabilities $ 4,638,513 $ 2,016,652 $ 6,655,165 Total liabilities $ 4,638,513 $ 2,016,652 $ 6,655,165 Additional paid-in capital $ 14,474,839 $ (2,861,631 ) $ 11,613,208 Total stockholders’ equity $ 12,021,323 $ (2,861,631 ) $ 9,159,692 Total liabilities and stockholders’ equity $ 16,659,836 $ (844,979 ) $ 15,814,857 As Adjustment As Condensed Consolidated Balance Sheet As of December 31, 2021 Cash $ 50,623 $ 2,252 $ 52,875 Customer custodial cash $ - $ 90,951 $ 90,951 Customer digital currency assets $ - $ 1,022,407 $ 1,022,407 Digital assets $ - $ 1,123 $ 1,123 Total current assets $ 2,733,446 $ 1,116,733 $ 3,850,179 Total assets $ 19,177,988 $ 1,116,733 $ 20,294,721 Customer custodial cash liabilities $ - $ 90,951 $ 90,951 Customer digital currency liabilities $ - $ 1,022,407 $ 1,022,407 Accounts payable and accrued liabilities $ 579,351 $ 3,375 $ 582,726 Total current liabilities $ 4,984,616 $ 1,116,733 $ 6,101,349 Total liabilities $ 4,984,616 $ 1,116,733 $ 6,101,349 Total liabilities and stockholders’ equity $ 19,177,988 $ 1,116,733 $ 20,294,721 As Adjustment As Condensed Consolidated Balance Sheet As of March 31, 2022 Cash $ 50,444 $ 23,801 $ 74,245 Customer custodial cash $ - $ 1,082,421 $ 1,082,421 Customer digital currency assets $ - $ 1,307,042 $ 1,307,042 Digital assets $ - $ 1,397 $ 1,397 Total current assets $ 1,612,376 $ 2,414,661 $ 4,027,037 Total assets $ 22,404,645 $ 2,414,661 $ 24,819,306 Customer custodial cash liabilities $ - $ 1,082,421 $ 1,082,421 Customer digital currency liabilities $ - $ 1,307,042 $ 1,307,042 Accounts payable and accrued liabilities $ 561,460 $ 25,198 $ 586,658 Total current liabilities $ 4,587,814 $ 2,414,661 $ 7,002,475 Total liabilities $ 4,587,814 $ 2,414,661 $ 7,002,475 Total liabilities and stockholders’ equity $ 22,404,645 $ 2,414,661 $ 24,819,306 As Adjustment As Condensed Consolidated Balance Sheet As of June 30, 2022 Cash $ 23,142 $ 52,685 $ 75,827 Customer custodial cash $ - $ 965,918 $ 965,918 Customer digital currency assets $ - $ 898,516 $ 898,516 Digital assets $ - $ 20,076 $ 20,076 Total current assets $ 972,195 $ 1,937,195 $ 2,909,390 Total assets $ 20,840,892 $ 1,937,195 $ 22,778,087 Customer custodial cash liabilities $ - $ 965,918 $ 965,918 Customer digital currency liabilities $ - $ 898,516 $ 898,516 Accounts payable and accrued liabilities $ 543,267 $ 72,761 $ 616,028 Total current liabilities $ 4,457,083 $ 1,937,195 $ 6,394,278 Total liabilities $ 4,457,083 $ 1,937,195 $ 6,394,278 Total liabilities and stockholders’ equity $ 20,840,892 $ 1,937,195 $ 22,778,087 |
Schedule of consolidated statement of cash flow | As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Nine Months Ended June 30, 2021 Non-cash investing and financing activities: Common stock issued in connection with acquisition $ 9,814,000 $ (2,003,142 ) $ 7,810,858 As Adjustment As Consolidated Statement of Cash Flow for the Year Ended September 30, 2021 Customer digital currency assets $ - $ (1,201,019 ) $ (1,201,019 ) Digital assets $ - $ (929 ) $ (929 ) Customer custodial cash liabilities $ - $ 821,653 $ 821,653 Customer digital currency liabilities $ - $ 1,201,019 $ 1,201,019 Accounts payable and accrued liabilities $ 113,711 $ 50,371 $ 164,082 Net cash provided by operating activities $ 295,887 $ 871,095 $ 1,166,982 Effect of exchange rate on cash $ 239 $ (23,695 ) $ (23,456 ) Net increase in cash $ 272,824 $ 847,400 $ 1,120,224 Cash - end of year $ 355,673 $ 847,400 $ 1,203,073 Non-cash investing and financing activities: Common stock issued in connection with acquisition $ 14,014,000 $ (2,861,631 ) $ 11,152,369 As Adjustment As Condensed Consolidated Statement of Cash Flow for the Three Months Ended December 31, 2021 Customer digital currency assets $ - $ 151,118 $ 151,118 Digital assets $ - $ (214 ) $ (214 ) Customer custodial cash liabilities $ - $ (709,188 ) $ (709,188 ) Customer digital currency liabilities $ - $ (151,118 ) $ (151,118 ) Accounts payable and accrued liabilities $ 197,371 $ (45,667 ) $ 151,704 Net cash used in operating activities $ (305,264 ) $ (755,069 ) $ (1,060,333 ) Effect of exchange rate on cash $ 214 $ 872 $ 1,086 Net decrease in cash $ (305,050 ) $ (754,197 ) $ (1,059,247 ) Cash - beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash - end of period $ 50,623 $ 93,203 $ 143,826 As Adjustment As Condensed Consolidated Statement of Cash Flow for the Six Months Ended March 31, 2022 Customer digital currency assets $ - $ (170,955 ) $ (170,955 ) Digital assets $ - $ (528 ) $ (528 ) Customer custodial cash liabilities $ - $ 309,542 $ 309,542 Customer digital currency liabilities $ - $ 170,955 $ 170,955 Accounts payable and accrued liabilities $ 187,364 $ (23,135 ) $ 164,229 Net cash (used in) provided by operating activities $ (304,371 ) $ 285,879 $ (18,492 ) Effect of exchange rate on cash $ (858 ) $ (27,057 ) $ (27,915 ) Net (decrease) increase in cash $ (305,229 ) $ 258,822 $ (46,407 ) Cash - beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash - end of period $ 50,444 $ 1,106,222 $ 1,156,666 As Adjustment As Condensed Consolidated Statement of Cash Flow for the Nine Months Ended June 30, 2022 Customer digital currency assets $ - $ 1,139,351 $ 1,139,351 Digital assets $ - $ (20,769 ) $ (20,769 ) Customer custodial cash liabilities $ - $ 262,180 $ 262,180 Customer digital currency liabilities $ - $ (1,139,351 ) $ (1,139,351 ) Accounts payable and accrued liabilities $ 183,463 $ 30,681 $ 214,144 Net cash (used in) provided by operating activities $ (328,926 ) $ 272,092 $ (56,834 ) Effect of exchange rate on cash $ (3,605 ) $ (100,889 ) $ (104,494 ) Net (decrease) increase in cash $ (332,531 ) $ 171,203 $ (161,328 ) Cash - beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash - end of period $ 23,142 $ 1,018,603 $ 1,041,745 |
Schedule of consolidated statement of operations and comprehensive loss | As Adjustment As Consolidated Statement of Operations and Comprehensive Loss for the Year Ended September 30, 2021 Cost of revenue - financial services $ 762,297 $ (293,011 ) $ 469,286 Total costs of revenues $ 19,662,297 $ (293,011 ) $ 19,369,286 Gross loss - financial services $ (675,333 ) $ 293,011 $ (382,322 ) Total gross loss $ (375,333 ) $ 293,011 $ (82,322 ) Professional fees $ 396,277 $ 138,559 $ 534,836 Other general and administrative $ 160,794 $ 154,452 $ 315,246 Total operating expenses $ 557,071 $ 293,011 $ 850,082 As Adjustment As Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended December 31, 2021 Cost of revenue - financial services $ 1,007,431 $ (133,226 ) $ 874,205 Total costs of revenues $ 5,732,431 $ (133,226 ) $ 5,599,205 Gross loss - financial services $ (678,416 ) $ 133,226 $ (545,190 ) Total gross loss $ (603,416 ) $ 133,226 $ (470,190 ) Professional fees $ 921,732 $ 133,226 $ 1,054,958 Other general and administrative $ 353,121 $ - $ 353,121 Total operating expenses $ 1,340,207 $ 133,226 $ 1,473,433 As Adjustment As Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended March 31, 2022 Cost of revenue - financial services $ 690,184 $ (142,465 ) $ 547,719 Total costs of revenues $ 5,415,184 $ (142,465 ) $ 5,272,719 Gross loss - financial services $ (401,167 ) $ 142,465 $ (258,702 ) Total gross loss $ (326,167 ) $ 142,465 $ (183,702 ) Professional fees $ 1,066,816 $ 142,465 $ 1,209,281 Total operating expenses $ 1,527,555 $ 142,465 $ 1,670,020 As Adjustment As Condensed Consolidated Statement of Operations and Comprehensive Loss for the Six Months Ended March 31, 2022 Cost of revenue - financial services $ 1,697,615 $ (275,691 ) $ 1,421,924 Total costs of revenues $ 11,147,615 $ (275,691 ) $ 10,871,924 Gross loss - financial services $ (1,079,583 ) $ 275,691 $ (803,892 ) Total gross loss $ (929,583 ) $ 275,691 $ (653,892 ) Professional fees $ 1,988,548 $ 275,691 $ 2,264,239 Total operating expenses $ 2,867,762 $ 275,691 $ 3,143,453 As Adjustment As Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended June 30, 2022 Cost of revenue - financial services $ 700,705 $ (135,072 ) $ 565,633 Total costs of revenues $ 5,425,705 $ (135,072 ) $ 5,290,633 Gross loss - financial services $ (348,513 ) $ 135,072 $ (213,441 ) Total gross loss $ (273,513 ) $ 135,072 $ (138,441 ) Professional fees $ 911,856 $ 135,071 $ 1,046,927 Compensation and related benefits $ 100,115 $ (9,501 ) $ 90,614 Other general and administrative $ 155,539 $ 9,502 $ 165,041 Total operating expenses $ 1,380,978 $ 135,072 $ 1,516,050 As Adjustment As Condensed Consolidated Statement of Operations and Comprehensive Loss for the Nine Months Ended June 30, 2022 Cost of revenue - financial services $ 2,398,320 $ (410,763 ) $ 1,987,557 Total costs of revenues $ 16,573,320 $ (410,763 ) $ 16,162,557 Gross loss - financial services $ (1,428,096 ) $ 410,763 $ (1,017,333 ) Total gross loss $ (1,203,096 ) $ 410,763 $ (792,333 ) Professional fees $ 2,900,404 $ 410,762 $ 3,311,166 Compensation and related benefits $ 355,359 $ (9,501 ) $ 345,858 Other general and administrative $ 449,216 $ 9,502 $ 458,718 Total operating expenses $ 4,248,740 $ 410,763 $ 4,659,503 |
The Company History and Natur_2
The Company History and Nature of the Business (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 20, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
The Company History and Nature of the Business (Details) [Line Items] | ||||
Description of directly own | Jamal Khurshid and Nicholas Gregory own, directly and indirectly, approximately 40% and 10% of Jacobi, respectively. Jamal Khurshid is the Company’s chief operating officer and director and Nicholas Gregory is the Company’s director. The transactions contemplated by the Jacobi Agreement constituted a “related-party transaction” as defined in Item 404 of Regulation S-K because of Mr. Khurshid’s and Mr. Gregory’s position as beneficial owner of one or more Original Shareholders and New Jacobi Shareholders. | |||
Consideration shares (in Shares) | 15,151,515 | |||
Operating capital | $ 1,000,000 | |||
Exchange shares percentage | 4.545% | |||
Cash | $ 364,023 | $ 403,771 | ||
Incurred net loss | 11,845,657 | |||
Working capital deficit | 3,786,525 | |||
Digiclear Agreement [Member] | ||||
The Company History and Nature of the Business (Details) [Line Items] | ||||
Ordinary shares outstanding (in Shares) | 5,400,000 | |||
Jacobi Agreement [Member] | ||||
The Company History and Nature of the Business (Details) [Line Items] | ||||
Acquire to issued and outstanding percentage | 5% | |||
Consideration of shares (in Shares) | 20,000,000 | |||
Digiclear Agreement [Member] | ||||
The Company History and Nature of the Business (Details) [Line Items] | ||||
Balance of ordinary shares (in Shares) | 5,400,000 | |||
Temporary Equity, Shares Outstanding (in Shares) | 5,400,000 | |||
Digiclear Transaction [Member] | ||||
The Company History and Nature of the Business (Details) [Line Items] | ||||
Consideration shares (in Shares) | 15,151,515 | |||
Market price | $ 5,000,000 | |||
GSA [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% | |||
FXDirectDealer [Member] | Triton Capital Market Ltd [Member] | ||||
The Company History and Nature of the Business (Details) [Line Items] | ||||
Related party transaction expense | $ 1,575,000 | |||
Termination of agreement, in days | 90 days |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Equity method investment | $ 4,310,745 | |
Accounts receivable | 0 | |
Federally-insured limits | 250,000 | |
Cash | 1,571,000 | 667,000 |
Other current assets | $ 15,617 | 12,221 |
Services cost percentage | 1.60% | |
Marketing costs amounted | $ 420,186 | 17,874 |
Foreign Currency Translation Description | Asset and liability accounts at September 30, 2022 and 2021 were translated at 0.8987 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at September 30, 2022 were translated at 1.0221 EUR to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the year ended September 30, 2022 and for the period from May 28, 2021 through September 30, 2021 was 0.7835 GBP and 0.7224 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the period from January 12, 2022 through September 30, 2022 was 0.9440 EUR to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | |
Equity Method Investments [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Equity method investment | $ 4,310,745 | $ 0 |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Estimated useful life | 3 years | |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Estimated useful life | 5 years | |
Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Equity method investment | $ 4,310,745 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 364,023 | $ 403,771 |
Cash percentage | 100% | 100% |
United States [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 47,860 | $ 327,443 |
Cash percentage | 13.10% | 81.10% |
United Kingdom [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 315,989 | $ 76,154 |
Cash percentage | 86.80% | 18.90% |
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% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities carried at fair value measured - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities carried at fair value measured [Line Items] | ||
Customer digital currency assets | $ 248,214 | $ 1,168,349 |
Customer digital currency liabilities | 248,214 | 1,168,349 |
Quoted Price in Active Markets (Level 1) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities carried at fair value measured [Line Items] | ||
Customer digital currency assets | ||
Customer digital currency liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities carried at fair value measured [Line Items] | ||
Customer digital currency assets | 248,214 | 1,168,349 |
Customer digital currency liabilities | 248,214 | 1,168,349 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities carried at fair value measured [Line Items] | ||
Customer digital currency assets | ||
Customer digital currency liabilities |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of revenues are disaggregated by segment - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Revenues Are Disaggregated By Segment Abstract | ||
General support services | $ 19,200,000 | $ 19,200,000 |
Financial services | 2,313,474 | 86,964 |
Total revenues | $ 21,513,474 | $ 19,286,964 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of diluted per share - shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Diluted Per Share Abstract | ||
Stock options | 5,850,000 | 1,000,000 |
Convertible preferred stock | 1,250,000 | |
Potentially dilutive securities | 5,850,000 | 2,250,000 |
Customer Assets and Liabiliti_3
Customer Assets and Liabilities (Details) - Schedule of cash and digital positions - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Schedule of cash and digital positions [Abstract] | ||
Customer custodial cash | $ 2,020,394 | $ 799,302 |
Customer digital currency assets | 248,214 | 1,168,349 |
Total customer assets | 2,268,608 | 1,967,651 |
Customer custodial cash liabilities | 2,020,717 | 799,302 |
Customer digital currency liabilities | 248,214 | 1,168,349 |
Total customer liabilities | $ 2,268,931 | $ 1,967,651 |
Customer Assets and Liabiliti_4
Customer Assets and Liabilities (Details) - Schedule of fair market value of customer digital currency assets - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Customer Assets and Liabilities (Details) - Schedule of fair market value of customer digital currency assets [Line Items] | ||
Fair value | $ 248,214 | $ 1,168,349 |
Percentage of total | 100% | 100% |
Bitcoin [Member] | ||
Customer Assets and Liabilities (Details) - Schedule of fair market value of customer digital currency assets [Line Items] | ||
Fair value | $ 162,294 | $ 921,684 |
Percentage of total | 65.40% | 78.90% |
Stablecoin/USD Coin [Member] | ||
Customer Assets and Liabilities (Details) - Schedule of fair market value of customer digital currency assets [Line Items] | ||
Fair value | $ 85,897 | $ 246,617 |
Percentage of total | 34.60% | 21.10% |
Ethereum [Member] | ||
Customer Assets and Liabilities (Details) - Schedule of fair market value of customer digital currency assets [Line Items] | ||
Fair value | $ 23 | $ 48 |
Percentage of total | 0% | 0% |
Digital Assets (Details)
Digital Assets (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Digital Assets [Abstract] | ||
Impairment expense | $ 887 | $ 0 |
Digital Assets (Details) - Sche
Digital Assets (Details) - Schedule of digital asset - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Digital Assets (Details) - Schedule of digital asset [Line Items] | ||
Estimated useful life | ||
Gross carrying amount | $ 74,189 | $ 903 |
Impairment | 774 | |
Digital assets, net | $ 73,415 | $ 903 |
Bitcoin [Member] | ||
Digital Assets (Details) - Schedule of digital asset [Line Items] | ||
Estimated useful life | Indefinite | Indefinite |
Gross carrying amount | $ 63,377 | $ 192 |
Impairment | 774 | |
Digital assets, net | $ 62,603 | $ 192 |
Ethereum [Member] | ||
Digital Assets (Details) - Schedule of digital asset [Line Items] | ||
Estimated useful life | Indefinite | Indefinite |
Gross carrying amount | $ 1,289 | $ 711 |
Impairment | ||
Digital assets, net | $ 1,289 | $ 711 |
Stablecoin/USD Coin [Member] | ||
Digital Assets (Details) - Schedule of digital asset [Line Items] | ||
Estimated useful life | Indefinite | |
Gross carrying amount | $ 9,417 | |
Impairment | ||
Digital assets, net | $ 9,417 | |
Other [Member] | ||
Digital Assets (Details) - Schedule of digital asset [Line Items] | ||
Estimated useful life | Indefinite | |
Gross carrying amount | $ 106 | |
Impairment | ||
Digital assets, net | $ 106 |
Cost Method Investment (Details
Cost Method Investment (Details) - USD ($) | Dec. 15, 2021 | Sep. 30, 2022 |
Cost Method Investment [Member] | ||
Cost method investment amount | $ 6,602,000 | |
Common stock shares issued (in Shares) | 20,000,000 | |
Percentage of equity interest rate | 5% | |
Fair market value | $ 6,602,000 | |
Shares valued (in Dollars per share) | $ 0.3301 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Equity Method Investment (Details) [Line Items] | ||
Equity method investment amount | $ 0 | |
Loss on investment | 689,255 | |
Digiclear’s net loss | 523,885 | |
Equity method investment | 4,310,745 | |
Investment value | $ 0 | |
Ownership [Member] | ||
Equity Method Investment (Details) [Line Items] | ||
Total ownership, percentage | 50% | |
Other Unrelated Party [Member] | ||
Equity Method Investment (Details) [Line Items] | ||
Total ownership, percentage | 50% | |
Digiclear Ltd [Member] | ||
Equity Method Investment (Details) [Line Items] | ||
Digiclear’s net loss | $ 165,370 |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of the summarized financial information - Digiclear [Member] | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Condensed Financial Statements, Captions [Line Items] | |
Current assets | $ 9,532 |
Noncurrent assets | 579,297 |
Current liabilities | 502,562 |
Noncurrent liabilities | |
Equity | 86,267 |
Net revenue | |
Gross profit | |
Loss from operations | 330,740 |
Net loss | $ 330,740 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets Net Including Goodwill [Abstract] | ||
Description of intangible assets | assets primarily consist of the valuation of identifiable intangible assets acquired, representing trade names, regulatory licenses, and technology. | |
Amortization expense | $ 2,690,617 | $ 469,286 |
Cost of revenue financial services | 2,426,393 | 469,286 |
Operating expenses | $ 264,224 | $ 0 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Intangible Assets [Abstract] | ||
Balance of intangible assets | $ 11,235,008 | $ 11,223,771 |
Less: accumulated amortization | (3,159,903) | (469,286) |
Balance of intangible assets, Total | $ 8,075,105 | 10,754,485 |
Trade names [Member] | ||
Schedule of Intangible Assets [Abstract] | ||
Useful Life, Trade names | 3 years | |
Balance of Trade names | $ 784,246 | 784,246 |
Regulatory licenses [Member] | ||
Schedule of Intangible Assets [Abstract] | ||
Useful Life, Regulatory licenses | 3 years | |
Balance of Regulatory licenses | $ 138,751 | 138,751 |
Technology [Member] | ||
Schedule of Intangible Assets [Abstract] | ||
Useful Life, Technology | 5 years | |
Balance of Technology | $ 10,300,774 | 10,300,774 |
Software [Member] | ||
Schedule of Intangible Assets [Abstract] | ||
Useful Life, Software | 3 years | |
Balance of Software | $ 11,237 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of amortization of intangible assets attributable to future periods | Sep. 30, 2022 USD ($) |
Schedule of Amortization of Intangible Assets Attributable to Future Periods [Abstract] | |
2023 | $ 2,371,566 |
2024 | 2,269,011 |
2025 | 2,061,091 |
2026 | 1,373,437 |
2027 and thereafter | |
Total | $ 8,075,105 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Directors’ compensation | $ 237,205 | $ 170,538 |
Unearned revenue | 203,222 | 49,001 |
Professional fees | 170,058 | 125,697 |
Accounts payable | 51,712 | 54,831 |
Others | 29,133 | 29,655 |
Total | $ 691,330 | $ 429,722 |
Share Capital (Details)
Share Capital (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Mar. 17, 2022 | Dec. 15, 2021 | Jun. 07, 2021 | Jun. 07, 2016 | Jan. 31, 2022 | Aug. 30, 2021 | May 28, 2021 | Feb. 13, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 01, 2022 | |
Share Capital (Details) [Line Items] | |||||||||||
Preferred shares redeemed and cancelled (in Shares) | 75,000 | ||||||||||
Description of preferred stock redemption | 1)A stated value of $10 per share; 2)The holder was 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 was 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; | ||||||||||
Amortization of debt discount | $ 1,545 | ||||||||||
Common stock, shares issued (in Shares) | 367,175,886 | 332,024,371 | |||||||||
Fair market value | $ 100,100,000 | ||||||||||
Percentage of common stock issued | 100% | ||||||||||
Fair value of shares issued | $ 11,152,369 | ||||||||||
Common stock, shares issued (in Shares) | 20,000,000 | ||||||||||
Fair market value | $ 5,000,000 | $ 6,602,000 | |||||||||
Cost method investment | $ 6,602,000 | ||||||||||
Aggregate intrinsic value of stock options outstanding | 25,500 | ||||||||||
Aggregate intrinsic value of stock options exercisable | $ 8,500 | ||||||||||
Annual dividend yield, percentage | 0% | 0% | |||||||||
Expected life | 5 years | ||||||||||
Aggregate fair value of the options granted | $ 1,057,958 | ||||||||||
Stock-based compensation expense | 440,630 | ||||||||||
Cost of software | $ 11,237 | 11,237 | |||||||||
Remaining balance | 606,091 | $ 35,000 | |||||||||
Stock option of volatility | 202.82% | ||||||||||
Stock option of risk free rate | 0.83% | ||||||||||
Fair value of option granted | $ 1,514,982 | ||||||||||
Stock options issued for software purchase (in Shares) | 50,000 | ||||||||||
Amortization in software amount | $ 2,809 | ||||||||||
Percentage of common stock outstanding | 100% | ||||||||||
Minimum [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Volatility rate, percentage | 188.87% | ||||||||||
Risk-free rate, percentage | 0.39% | ||||||||||
Expected life | 1 year | ||||||||||
Stock-based compensation expense | 42,082 | ||||||||||
Maximum [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Volatility rate, percentage | 317.02% | ||||||||||
Risk-free rate, percentage | 1.26% | ||||||||||
Expected life | 5 years | ||||||||||
Stock-based compensation expense | $ 1,913,529 | ||||||||||
CMH [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Common stock and series A preferred stock sold description | On June 7, 2016, the Company sold to Currency Mountain Holdings Bermuda, Limited (“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. | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Proceeds received | 1,000,000 | ||||||||||
Preferred stock discount | $ 45,793 | ||||||||||
Fixed redemption term | 5 years | ||||||||||
Preferred stock conversion rate (in Dollars per share) | $ 0.2 | ||||||||||
Dividend on redeemable preferred stock | $ 2,625 | ||||||||||
Outstanding redeemable preferred stock | $ 250,000 | ||||||||||
Related accrued dividend (in Dollars per share) | $ 37,854 | ||||||||||
Common stock, shares issued (in Shares) | 1,439,271 | ||||||||||
Stock Options [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Fair value stock options granted (in Shares) | 50,000 | ||||||||||
Match Agreement [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Percentage of shares | 30% | 70% | |||||||||
Balance of ordinary shares (in Shares) | 493 | ||||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | ||||||||||
Digiclear Shareholder [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Common stock, shares issued (in Shares) | 15,151,515 | ||||||||||
Percentage of ordinary shares issued and outstanding | 5% | ||||||||||
Business Combination [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Acquisition of equity interest | 50% | ||||||||||
Board of Directors [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized (in Shares) | 15,000,000 | ||||||||||
Match Agreement [Member] | Business Combination [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Common stock, shares issued (in Shares) | 70,000,000 | ||||||||||
Stock Purchase Agreement [Member] | Match Agreement [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Percentage of shares | 30% | ||||||||||
Balance of ordinary shares (in Shares) | 493 | ||||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | ||||||||||
Stock Purchase Agreement [Member] | Business Combination [Member] | Match Agreement [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Common stock, shares issued (in Shares) | 100,000 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Options Outstanding [Member] | Exercise Price 0.09 - 1.00 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Outstanding at September 30, 2022 (in Shares) | shares | 4,850,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 7 days |
Weighted Average Exercise Price | $ 0.29 |
Options Outstanding [Member] | Exercise Price 0.09 - 1.00 [Member] | Minimum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | 0.09 |
Options Outstanding [Member] | Exercise Price 0.09 - 1.00 [Member] | Maximum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | 1 |
Options Outstanding [Member] | Exercise Price 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | $ 2.5 |
Number Outstanding at September 30, 2022 (in Shares) | shares | 1,000,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 11 months 19 days |
Weighted Average Exercise Price | $ 2.5 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Outstanding at September 30, 2022 (in Shares) | shares | 5,850,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 2 months 4 days |
Weighted Average Exercise Price | $ 0.67 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | Minimum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | 0.09 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | Maximum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | $ 2.5 |
Options Exercisable [Member] | Exercise Price 0.09 - 1.00 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Exercisable at September 30, 2022 (in Shares) | shares | 1,050,000 |
Weighted Average Exercise Price | $ 0.1 |
Options Exercisable [Member] | Exercise Price 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Exercisable at September 30, 2022 (in Shares) | shares | 1,000,000 |
Weighted Average Exercise Price | $ 2.5 |
Options Exercisable [Member] | Exercise Price 0.09 – 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Exercisable at September 30, 2022 (in Shares) | shares | 2,050,000 |
Weighted Average Exercise Price | $ 1.27 |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of stock option activities - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Stock Option Activities [Abstract] | ||
Number of Options outstanding | shares | 1,000,000 | |
Weighted Average Exercise Price outstanding | $ / shares | $ 2.5 | |
Number of Options Granted | shares | 4,850,000 | 1,000,000 |
Weighted Average Exercise Price Granted | $ / shares | $ 0.29 | $ 2.5 |
Number of Options exercisable | shares | 2,050,000 | |
Weighted Average Exercise Price Options exercisable | $ / shares | $ 1.27 | |
Number of Options expected to vest | shares | 3,800,000 | |
Weighted Average Exercise Price Options expected to vest | $ / shares | $ 0.35 | |
Number of Options Terminated / Exercised / Expired | shares | ||
Weighted Average Exercise Price Options Terminated / Exercised / Expired | $ / shares | ||
Number of Options, Outstanding ending | shares | 5,850,000 | 1,000,000 |
Weighted Average Exercise Price Outstanding ending| $ / shares | $ 0.67 | $ 2.5 |
Share Capital (Details) - Sch_3
Share Capital (Details) - Schedule of nonvested stock options granted - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Nonvested Stock Options Granted [Abstract] | ||
Number of Options Nonvested Beginning | 1,000,000 | |
Weighted Average Exercise Price Nonvested Beginning | $ 2.5 | |
Number of Options Granted | 4,850,000 | 1,000,000 |
Weighted Average Exercise Price Granted | $ 0.29 | $ 2.5 |
Number of Options Vested | (2,050,000) | |
Weighted Average Exercise Price Vested | $ (1.27) | |
Number of Options Nonvested Ending | 3,800,000 | 1,000,000 |
Weighted Average Exercise Price Nonvested Ending | $ 0.35 | $ 2.5 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Income Taxes (Details) [Line Items] | |
Net operating loss carry-forwards | $ 3,034,165 |
Loss carryforwards limitations | $ 258,405 |
Foreign income tax returns description | The federal, state and foreign income tax returns of the Company are subject to examination by various tax authorities, generally for three years after they are filed. |
Malta [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss carry-forwards | $ 576,724 |
United Kingdom [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss carry-forwards | $ 390,913 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of net loss - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes (Details) - Schedule of net loss [Line Items] | ||
Net loss | $ 11,845,657 | $ 936,846 |
United States [Member] | ||
Income Taxes (Details) - Schedule of net loss [Line Items] | ||
Net loss | 11,665,650 | 620,481 |
Bermuda [Member] | ||
Income Taxes (Details) - Schedule of net loss [Line Items] | ||
Net loss | 10,456 | |
Malta [Member] | ||
Income Taxes (Details) - Schedule of net loss [Line Items] | ||
Net loss | 74,772 | 26,102 |
United Kingdom [Member] | ||
Income Taxes (Details) - Schedule of net loss [Line Items] | ||
Net loss | 90,318 | 290,263 |
Lithuania [Member] | ||
Income Taxes (Details) - Schedule of net loss [Line Items] | ||
Net loss | $ 4,461 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income taxes expense (benefit) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | (1,352,095) | (304,408) |
Change in valuation allowance | 1,352,095 | 304,408 |
Total income taxes expense | ||
Federal [Member] | ||
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | (977,249) | (201,703) |
State [Member] | ||
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | (330,869) | (38,419) |
Malta [Member] | ||
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | (26,170) | (9,136) |
United Kingdom [Member] | ||
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | (17,138) | (55,150) |
Lithuania [Member] | ||
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | $ (669) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of effective income tax rate reconciliation | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State tax | 2.40% | 2.60% |
Non-U.S. income taxed at different rates | 0.10% | (0.20%) |
Permanent differences | (13.70%) | (0.10%) |
Prior year true-up | (0.80%) | |
Valuation allowance | (9.00%) | (23.30%) |
Effective tax rate | 0% | 0% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred tax assets | ||
Net operating loss carry-forwards | $ 1,129,699 | $ 577,215 |
Accrued directors’ compensation | 66,678 | 42,635 |
Stock-based compensation | 549,722 | 10,521 |
Impairment of digital assets | 169 | |
Capitalized SPAC acquisition related professional fee | 236,198 | |
Total deferred tax assets, gross | 1,982,466 | 630,371 |
Valuation allowance | (1,982,320) | (630,371) |
Total deferred tax assets, net | 146 | |
Deferred tax liabilities | ||
Unrealized foreign currency exchange gain | (146) | |
Total deferred tax liabilities | (146) | |
Net deferred tax assets |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 01, 2023 | Mar. 01, 2023 | Sep. 01, 2022 | Sep. 30, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||
Trading cost | $ 38,112 | ||||
Digital RFQ, amount | $ 1,168,349 | ||||
Principal amount | $ 606,091 | $ 35,000 | |||
Interest rate | 5% | ||||
Interest income amount | $ 159 | ||||
Outstanding interest balance | $ 159 | ||||
Forecast [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Mature with respect amount | $ 17,500 | $ 17,500 | |||
Business Combination [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Description, business combination | As of September 30, 2022, Nukkleus has paid ClearThink $140,000, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss, and upon closing of the Business Combination Nukkleus is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink as of September 30, 2022. | ||||
Oliver Worsley [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Depreciation of compensation professional services | As compensation for professional services provided, the Company recognized consulting expenses of $45,310 and $0 for the years ended September 30, 2022 and 2021, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. As of September 30, 2022 and 2021, the accrued and unpaid services charge related to Oliver Worsley amounted to $16,691 and $0, respectively, which have been included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. | ||||
Craig Vallis [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Depreciation of compensation professional services | the Company recognized consulting expenses of $80,026 and $4,845 for the years ended September 30, 2022 and 2021, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. | ||||
GSA [Member] | TCM [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Minimum monthly amount received | $ 1,600,000 | ||||
GSA [Member] | FXDIRECT [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Minimum monthly amount payable | 1,575,000 | ||||
FXDD Trading [Member] | RFQ [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Digital RFQ, amount | $ 248,214 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of general support services provided to the related party - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Service provided to: | ||
Service provided to related parties | $ 19,200,000 | $ 19,200,000 |
Service received from: | ||
Service received from related parties | 18,900,000 | 18,900,000 |
TCM [Member] | ||
Service provided to: | ||
Service provided to related parties | 19,200,000 | 19,200,000 |
FXDIRECT [Member] | ||
Service received from: | ||
Service received from related parties | $ 18,900,000 | $ 18,900,000 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of due from related parties - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | |||
Due from related parties | $ 931,136 | $ 2,617,873 | |
NUKK Capital [Member] | |||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | |||
Due from related parties | [1] | 144,696 | |
Digiclear [Member] | |||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | |||
Due from related parties | 35,762 | ||
TCM [Member] | |||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | |||
Due from related parties | $ 895,374 | $ 2,473,177 | |
[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 related parties - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 | |
Variable Interest Entity [Line Items] | |||
Due to related parties | $ 4,514,063 | $ 4,257,792 | |
Forexware LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | 1,079,229 | 579,229 |
FXDIRECT [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | 3,042,101 | 3,341,893 | |
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] | 242,113 | 294,670 |
Markets Direct Payments [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | 2,114 | |
Match Fintech Limited [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [2] | $ 106,506 | |
[1] Forexware LLC, FXDD Trading, and Markets Direct Payments are controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. Match Fintech Limited is controlled by the Company’s managers. |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Customer [Member] | ||
Concentrations (Details) [Line Items] | ||
Percentage of revenue | 10% | 10% |
Customer [Member] | Minimum [Member] | ||
Concentrations (Details) [Line Items] | ||
Percentage of outstanding receivable | 10% | 10% |
Customer [Member] | Maximum [Member] | ||
Concentrations (Details) [Line Items] | ||
Percentage of outstanding receivable | 92.40% | 96.20% |
Suppliers [Member] | ||
Concentrations (Details) [Line Items] | ||
Percentage of revenue | 10% | 10% |
Suppliers [Member] | Minimum [Member] | ||
Concentrations (Details) [Line Items] | ||
Percentage of outstanding payable | 10% | 10% |
Suppliers [Member] | Maximum [Member] | ||
Concentrations (Details) [Line Items] | ||
Percentage of outstanding payable | 79.20% | 83.70% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of customer and supplier revenues | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Related party | 89.20% | 99.50% |
Supplier A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Related party | 85.20% | 97.60% |
Segment Information (Details) -
Segment Information (Details) - Schedule of reportable business segments - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||
Revenues | $ 21,513,474 | $ 19,286,964 |
Costs of revenues | ||
Costs of revenues | 22,174,870 | 19,369,286 |
Gross profit (loss) | ||
Gross profit (loss) | (661,396) | (82,322) |
Operating expenses | ||
Operating expenses | 10,480,928 | 850,082 |
Other expense | ||
Other expense | 703,333 | 4,442 |
Net income (loss) | ||
Net income (loss) | (11,845,657) | (936,846) |
Amortization | ||
Amortization | 2,690,617 | 469,286 |
General Support Services [Member] | ||
Revenues | ||
Revenues | 19,200,000 | 19,200,000 |
Costs of revenues | ||
Costs of revenues | 18,900,000 | 18,900,000 |
Gross profit (loss) | ||
Gross profit (loss) | 300,000 | 300,000 |
Net income (loss) | ||
Net income (loss) | 300,000 | 300,000 |
Financial Services [Member] | ||
Revenues | ||
Revenues | 2,313,474 | 86,964 |
Costs of revenues | ||
Costs of revenues | 3,274,870 | 469,286 |
Gross profit (loss) | ||
Gross profit (loss) | (961,396) | (382,322) |
Operating expenses | ||
Operating expenses | 1,808,399 | 376,955 |
Other expense | ||
Other expense | 12,792 | 272 |
Net income (loss) | ||
Net income (loss) | (2,782,587) | (759,549) |
Amortization | ||
Amortization | 2,687,808 | 469,286 |
Corporate/Other [Member] | ||
Operating expenses | ||
Operating expenses | 8,672,529 | 473,127 |
Other expense | ||
Other expense | 690,541 | 4,170 |
Net income (loss) | ||
Net income (loss) | (9,363,070) | (477,297) |
Amortization | ||
Amortization | $ 2,809 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of total assets - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Segment Information (Details) - Schedule of total assets [Line Items] | ||
Total assets | $ 18,364,904 | $ 18,676,488 |
Financial services [Member] | ||
Segment Information (Details) - Schedule of total assets [Line Items] | ||
Total assets | 10,768,309 | 15,719,792 |
Corporate/Other [Member] | ||
Segment Information (Details) - Schedule of total assets [Line Items] | ||
Total assets | $ 7,596,595 | $ 2,956,696 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
May 17, 2020 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Settlement agreement amount | $ 2,050,000 | |
Loan principal | $ 121,650 | |
Fixed interest rate | 0% | |
Common stock amount | $ 75,000,000 | $ 750,000 |
Purchase price percentage | 96% | |
Description of common stock | (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. | |
Common stock (in Dollars per share) | $ 1 |
Restatements of Previously Is_3
Restatements of Previously Issued Funancial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restatements of Previously Issued Funancial Statements [Abstract] | |||||||
Net assets acquired | $ 2,861,631 | ||||||
Non-cash investment | 2,862,000 | ||||||
Acquisition amount | $ 2,003,000 | ||||||
Total assets and liabilities | $ 1,937,000 | $ 2,415,000 | $ 1,117,000 | $ 2,415,000 | $ 1,937,000 | $ 2,017,000 | |
Operating expenses | $ 135,000 | $ 142,000 | 133,000 | 276,000 | 411,000 | 293,000 | |
Net cash provided by operating activities | $ 755,000 | $ 286,000 | $ 272,000 | $ 871,000 |
Restatements of Previously Is_4
Restatements of Previously Issued Funancial Statements (Details) - Schedule adjusted fair values of the assets acquired and liabilities assumed, plus transaction costs | 9 Months Ended |
Jun. 30, 2021 USD ($) | |
Estimated Fair Value as Originally Recorded [Member] | |
Assets acquired: | |
Cash | $ 21,370 |
Accounts receivable | 46,602 |
Other current assets | 142 |
Intangible assets | 14,010,631 |
Total assets | 14,078,745 |
Liabilities assumed: | |
Accounts payable and accrued liabilities | 78,745 |
Total liabilities | 78,745 |
Purchase price | 14,000,000 |
Restated Amount [Member] | |
Assets acquired: | |
Cash | 21,370 |
Accounts receivable | 46,602 |
Other current assets | 142 |
Intangible assets | 11,223,771 |
Total assets | 11,291,885 |
Liabilities assumed: | |
Accounts payable and accrued liabilities | 78,745 |
Total liabilities | 78,745 |
Purchase price | 11,213,140 |
Transaction Costs [Member] | |
Assets acquired: | |
Intangible assets | 74,771 |
Liabilities assumed: | |
Purchase price | 74,771 |
Valuation Restatement [Member] | |
Assets acquired: | |
Intangible assets | (2,861,631) |
Liabilities assumed: | |
Purchase price | $ (2,861,631) |
Restatements of Previously Is_5
Restatements of Previously Issued Funancial Statements (Details) - Schedule of consolidated balance sheet - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
As Reported [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Intangible assets, net | $ 13,616,116 | $ 13,940,257 | |||
Total non-current assets | 13,616,116 | 13,940,257 | |||
Total assets | $ 20,840,892 | $ 22,404,645 | $ 19,177,988 | 16,659,836 | 17,000,367 |
Customer custodial cash liabilities | |||||
Customer digital currency liabilities | |||||
Accounts payable and accrued liabilities | 543,267 | 561,460 | 579,351 | 380,721 | |
Total current liabilities | 4,457,083 | 4,587,814 | 4,984,616 | 4,638,513 | |
Total liabilities | 4,457,083 | 4,587,814 | 4,984,616 | 4,638,513 | |
Additional paid-in capital | 14,474,839 | 10,235,758 | |||
Total Nukkleus Inc. stockholders’ equity | 8,550,382 | ||||
Non-controlling interest | 4,203,302 | ||||
Total stockholders’ equity | 12,021,323 | 12,753,684 | |||
Total liabilities and stockholders’ equity | 20,840,892 | 22,404,645 | 19,177,988 | 16,659,836 | 17,000,367 |
Cash | 23,142 | 50,444 | 50,623 | 355,673 | |
Customer custodial cash | |||||
Customer digital currency assets | |||||
Digital assets | |||||
Total current assets | 972,195 | 1,612,376 | 2,733,446 | 3,043,720 | |
Adjustment [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Intangible assets, net | (2,861,631) | (2,861,631) | |||
Total non-current assets | (2,861,631) | (2,861,631) | |||
Total assets | 1,937,195 | 2,414,661 | 1,116,733 | (844,979) | (2,861,631) |
Customer custodial cash liabilities | 965,918 | 1,082,421 | 90,951 | 799,302 | |
Customer digital currency liabilities | 898,516 | 1,307,042 | 1,022,407 | 1,168,349 | |
Accounts payable and accrued liabilities | 72,761 | 25,198 | 3,375 | 49,001 | |
Total current liabilities | 1,937,195 | 2,414,661 | 1,116,733 | 2,016,652 | |
Total liabilities | 1,937,195 | 2,414,661 | 1,116,733 | 2,016,652 | |
Additional paid-in capital | (2,861,631) | (2,003,142) | |||
Total Nukkleus Inc. stockholders’ equity | (2,003,142) | ||||
Non-controlling interest | (858,489) | ||||
Total stockholders’ equity | (2,861,631) | (2,861,631) | |||
Total liabilities and stockholders’ equity | 1,937,195 | 2,414,661 | 1,116,733 | (844,979) | (2,861,631) |
Cash | 52,685 | 23,801 | 2,252 | 48,098 | |
Customer custodial cash | 965,918 | 1,082,421 | 90,951 | 799,302 | |
Customer digital currency assets | 898,516 | 1,307,042 | 1,022,407 | 1,168,349 | |
Digital assets | 20,076 | 1,397 | 1,123 | 903 | |
Total current assets | 1,937,195 | 2,414,661 | 1,116,733 | 2,016,652 | |
As Restated [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Intangible assets, net | 10,754,485 | 11,078,626 | |||
Total non-current assets | 10,754,485 | 11,078,626 | |||
Total assets | 22,778,087 | 24,819,306 | 20,294,721 | 15,814,857 | 14,138,736 |
Customer custodial cash liabilities | 965,918 | 1,082,421 | 90,951 | 799,302 | |
Customer digital currency liabilities | 898,516 | 1,307,042 | 1,022,407 | 1,168,349 | |
Accounts payable and accrued liabilities | 616,028 | 586,658 | 582,726 | 429,722 | |
Total current liabilities | 6,394,278 | 7,002,475 | 6,101,349 | 6,655,165 | |
Total liabilities | 6,394,278 | 7,002,475 | 6,101,349 | 6,655,165 | |
Additional paid-in capital | 11,613,208 | 8,232,616 | |||
Total Nukkleus Inc. stockholders’ equity | 6,547,240 | ||||
Non-controlling interest | 3,344,813 | ||||
Total stockholders’ equity | 9,159,692 | 9,892,053 | |||
Total liabilities and stockholders’ equity | 22,778,087 | 24,819,306 | 20,294,721 | 15,814,857 | $ 14,138,736 |
Cash | 75,827 | 74,245 | 52,875 | 403,771 | |
Customer custodial cash | 965,918 | 1,082,421 | 90,951 | 799,302 | |
Customer digital currency assets | 898,516 | 1,307,042 | 1,022,407 | 1,168,349 | |
Digital assets | 20,076 | 1,397 | 1,123 | 903 | |
Total current assets | $ 2,909,390 | $ 4,027,037 | $ 3,850,179 | $ 5,060,372 |
Restatements of Previously Is_6
Restatements of Previously Issued Funancial Statements (Details) - Schedule of consolidated statement of cash flow - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
As Reported [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Common stock issued in connection with acquisition | $ 9,814,000 | $ 14,014,000 | |||
Customer digital currency assets | |||||
Digital assets | |||||
Customer custodial cash liabilities | |||||
Customer digital currency liabilities | |||||
Accounts payable and accrued liabilities | 197,371 | 187,364 | 183,463 | 113,711 | |
Net cash (used in) provided by operating activities | (305,264) | (304,371) | (328,926) | 295,887 | |
Effect of exchange rate on cash | 214 | (858) | (3,605) | 239 | |
Net (decrease) increase in cash | (305,050) | (305,229) | (332,531) | 272,824 | |
Cash - beginning of period | 355,673 | 355,673 | 355,673 | ||
Cash - end of period | 50,623 | 50,444 | 23,142 | 355,673 | |
Adjustment [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Common stock issued in connection with acquisition | (2,003,142) | (2,861,631) | |||
Customer digital currency assets | 151,118 | (170,955) | 1,139,351 | (1,201,019) | |
Digital assets | (214) | (528) | (20,769) | (929) | |
Customer custodial cash liabilities | (709,188) | 309,542 | 262,180 | 821,653 | |
Customer digital currency liabilities | (151,118) | 170,955 | (1,139,351) | 1,201,019 | |
Accounts payable and accrued liabilities | (45,667) | (23,135) | 30,681 | 50,371 | |
Net cash (used in) provided by operating activities | (755,069) | 285,879 | 272,092 | 871,095 | |
Effect of exchange rate on cash | 872 | (27,057) | (100,889) | (23,695) | |
Net (decrease) increase in cash | (754,197) | 258,822 | 171,203 | 847,400 | |
Cash - beginning of period | 847,400 | 847,400 | 847,400 | ||
Cash - end of period | 93,203 | 1,106,222 | 1,018,603 | 847,400 | |
As Restated [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Common stock issued in connection with acquisition | $ 7,810,858 | 11,152,369 | |||
Customer digital currency assets | 151,118 | (170,955) | 1,139,351 | (1,201,019) | |
Digital assets | (214) | (528) | (20,769) | (929) | |
Customer custodial cash liabilities | (709,188) | 309,542 | 262,180 | 821,653 | |
Customer digital currency liabilities | (151,118) | 170,955 | (1,139,351) | 1,201,019 | |
Accounts payable and accrued liabilities | 151,704 | 164,229 | 214,144 | 164,082 | |
Net cash (used in) provided by operating activities | (1,060,333) | (18,492) | (56,834) | 1,166,982 | |
Effect of exchange rate on cash | 1,086 | (27,915) | (104,494) | (23,456) | |
Net (decrease) increase in cash | (1,059,247) | (46,407) | (161,328) | 1,120,224 | |
Cash - beginning of period | 1,203,073 | 1,203,073 | 1,203,073 | ||
Cash - end of period | $ 143,826 | $ 1,156,666 | $ 1,041,745 | $ 1,203,073 |
Restatements of Previously Is_7
Restatements of Previously Issued Funancial Statements (Details) - Schedule of consolidated statement of operations and comprehensive loss - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | |
As Reported [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Cost of revenue - financial services | $ 700,705 | $ 690,184 | $ 1,007,431 | $ 1,697,615 | $ 2,398,320 | $ 762,297 |
Total costs of revenues | 5,425,705 | 5,415,184 | 5,732,431 | 11,147,615 | 16,573,320 | 19,662,297 |
Gross loss - financial services | (348,513) | (401,167) | (678,416) | (1,079,583) | (1,428,096) | (675,333) |
Total gross loss | (273,513) | (326,167) | (603,416) | (929,583) | (1,203,096) | (375,333) |
Professional fees | 911,856 | 1,066,816 | 921,732 | 1,988,548 | 2,900,404 | 396,277 |
Compensation and related benefits | 100,115 | 355,359 | ||||
Other general and administrative | 155,539 | 353,121 | 449,216 | 160,794 | ||
Total operating expenses | 1,380,978 | 1,527,555 | 1,340,207 | 2,867,762 | 4,248,740 | 557,071 |
Adjustment [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Cost of revenue - financial services | (135,072) | (142,465) | (133,226) | (275,691) | (410,763) | (293,011) |
Total costs of revenues | (135,072) | (142,465) | (133,226) | (275,691) | (410,763) | (293,011) |
Gross loss - financial services | 135,072 | 142,465 | 133,226 | 275,691 | 410,763 | 293,011 |
Total gross loss | 135,072 | 142,465 | 133,226 | 275,691 | 410,763 | 293,011 |
Professional fees | 135,071 | 142,465 | 133,226 | 275,691 | 410,762 | 138,559 |
Compensation and related benefits | (9,501) | (9,501) | ||||
Other general and administrative | 9,502 | 9,502 | 154,452 | |||
Total operating expenses | 135,072 | 142,465 | 133,226 | 275,691 | 410,763 | 293,011 |
As Restated [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Cost of revenue - financial services | 565,633 | 547,719 | 874,205 | 1,421,924 | 1,987,557 | 469,286 |
Total costs of revenues | 5,290,633 | 5,272,719 | 5,599,205 | 10,871,924 | 16,162,557 | 19,369,286 |
Gross loss - financial services | (213,441) | (258,702) | (545,190) | (803,892) | (1,017,333) | (382,322) |
Total gross loss | (138,441) | (183,702) | (470,190) | (653,892) | (792,333) | (82,322) |
Professional fees | 1,046,927 | 1,209,281 | 1,054,958 | 2,264,239 | 3,311,166 | 534,836 |
Compensation and related benefits | 90,614 | 345,858 | ||||
Other general and administrative | 165,041 | 353,121 | 458,718 | 315,246 | ||
Total operating expenses | $ 1,516,050 | $ 1,670,020 | $ 1,473,433 | $ 3,143,453 | $ 4,659,503 | $ 850,082 |