Document And Entity Information
Document And Entity Information - shares | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | EpicQuest Education Group International Limited | |
Trading Symbol | EEIQ | |
Document Type | 20-F | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 11,439,206 | |
Amendment Flag | false | |
Entity Central Index Key | 0001781397 | |
Entity Current Reporting Status | Yes | |
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 Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Entity File Number | 001-40280 | |
Entity Address, Country | VG | |
Entity Address, Address Line One | 1209 N. University Blvd | |
Entity Address, City or Town | Middletown | |
Entity Incorporation, State or Country Code | OH | |
Entity Address, Postal Zip Code | 45042 | |
Title of 12(b) Security | Common Shares, $0.0016 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Document Accounting Standard | U.S. GAAP | |
Auditor Firm ID | 6413 | |
Auditor Name | ZH CPA, LLC | |
Auditor Location | Denver, Colorado | |
Business Contact | ||
Document Information Line Items | ||
Entity Address, Address Line One | 1209 N. University Blvd | |
Entity Address, City or Town | Middletown | |
Entity Address, Postal Zip Code | 45042 | |
Contact Personnel Name | Jianbo Zhang, CEO | |
Entity Address, State or Province | OH | |
City Area Code | +1(513) | |
Local Phone Number | 649-8350 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 11,443,059 | $ 16,537,174 |
Accounts receivables | 47,639 | 154,537 |
Prepaid expenses | 946,299 | 1,560,847 |
Notes receivable | 485,000 | 180,000 |
Income tax receivable | 1,147,213 | 1,149,506 |
Total current assets | 14,069,210 | 19,582,064 |
Non-current assets | ||
Property and equipment, net | 2,205,084 | 3,479,922 |
Long term investment | 5,086,413 | |
Deferred income tax assets | 411,934 | 321,057 |
Intangible assets | 398,794 | |
Right-of-use assets | 976,404 | 626,596 |
Goodwill | 854,887 | |
Total assets | 24,002,726 | 24,009,639 |
Current liabilities | ||
Accounts payable and other liabilities | 2,120,660 | 2,960,915 |
Student deposits | 46,040 | 681,818 |
Due to related party | 140,000 | 140,000 |
Lease liabilities – current | 461,161 | 259,297 |
Deferred revenue | 3,286,350 | 4,569,664 |
Total current liabilities | 6,054,211 | 8,611,694 |
Non-current liabilities | ||
Lease liabilities – non current | 561,897 | 461,997 |
Deferred income tax liabilities | 107,674 | |
Total liabilities | 6,723,782 | 9,073,691 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Common shares, US$0.0015873 par value, 31,500,000 shares authorized, 11,350,704 and 10,412,843 shares issued and outstanding as of September 30, 2022 and 2021, respectively | 18,017 | 16,528 |
Additional paid-in capital | 17,526,546 | 11,464,979 |
Subscription receivable | (200,000) | |
Retained earnings (deficit) | (2,416,788) | 3,654,441 |
Accumulated other comprehensive loss | (28,939) | |
Total shareholders’ equity | 15,098,836 | 14,935,948 |
Non-controlling interests | 2,180,108 | |
Total liabilities and shareholders’ equity | $ 24,002,726 | $ 24,009,639 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in Dollars per share) | $ 0.0015873 | $ 0.0015873 |
Common stock, shares authorized | 31,500,000 | 31,500,000 |
Common stock, shares issued | 11,350,704 | 10,412,843 |
Common stock, shares outstanding | 11,350,704 | 10,412,843 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | |||
Revenues | $ 6,330,428 | $ 5,341,850 | $ 9,063,137 |
Costs of services | 2,021,058 | 1,934,237 | 2,342,276 |
Gross profit | 4,309,370 | 3,407,613 | 6,720,861 |
Operating costs and expenses: | |||
Selling expenses | 952,888 | 1,732,758 | 2,310,188 |
General and administrative | 10,521,551 | 3,148,256 | 3,115,120 |
Total operating costs and expenses | 11,474,439 | 4,881,014 | 5,425,308 |
Income (loss) from operations | (7,165,069) | (1,473,401) | 1,295,553 |
Other (income) expenses: | |||
Other income | (819,135) | (71,640) | (55,000) |
Interest income | (26,463) | (9,537) | (35,293) |
Foreign exchange gain | (743) | (23,262) | |
Total other (income) expenses | (845,598) | (81,920) | (113,555) |
Income (loss) before provision for income taxes | (6,319,471) | (1,391,481) | 1,409,108 |
Current income tax expense (recovery) | 16,459 | 13,889 | 397,553 |
Deferred income tax expense (recovery) | (99,814) | (321,057) | |
Income taxes expense (recovery) | (83,355) | (307,168) | 397,553 |
Net income (loss) | (6,236,116) | (1,084,313) | 1,011,555 |
Net income (loss) attributable to non-controlling interest | (164,887) | ||
Net income (loss) attributable to common stockholders | (6,071,229) | (1,084,313) | 1,011,555 |
Unrealized foreign currency translation adjustment | (28,939) | ||
Comprehensive income | $ (6,265,055) | $ (1,084,313) | $ 1,011,555 |
Basic & diluted net income per share (in Dollars per share) | $ (0.55) | $ (0.12) | $ 0.13 |
Weighted average number of ordinary shares-basic and diluted (in Shares) | 11,010,240 | 9,160,447 | 7,938,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Parentheticals) - $ / shares | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | |||
Basic & diluted net income per share (in Dollars per share) | $ (0.55) | $ (0.12) | $ 0.13 |
Weighted average number of ordinary shares-basic and diluted (in Shares) | 11,010,240 | 9,160,447 | 7,938,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity - USD ($) | Common shares | Additional paid-in capital | Subscription receivable | Retained earnings | Accumulated other comprehensive income | Non-controlling interests | Total |
Balance at Sep. 30, 2019 | $ 12,600 | $ 2,731,273 | $ 3,727,199 | $ 6,471,072 | |||
Balance (in Shares) at Sep. 30, 2019 | 7,938,000 | ||||||
Net income | 1,011,555 | 1,011,555 | |||||
Balance at Sep. 30, 2020 | $ 12,600 | 2,731,273 | 4,738,754 | 7,482,627 | |||
Balance (in Shares) at Sep. 30, 2020 | 7,938,000 | ||||||
Net income | (1,084,313) | (1,084,313) | |||||
Share issues – transaction costs | $ 3,928 | 8,733,706 | (200,000) | 8,537,634 | |||
Share issues – transaction costs (in Shares) | 2,474,843 | ||||||
Balance at Sep. 30, 2021 | $ 16,528 | 11,464,979 | (200,000) | 3,654,441 | 14,935,948 | ||
Balance (in Shares) at Sep. 30, 2021 | 10,412,843 | ||||||
Net income | (6,071,229) | (164,887) | (6,236,116) | ||||
Receipt of subscription receivable | 200,000 | 200,000 | |||||
Issuance of common shares for acquisition | $ 320 | 1,249,687 | 2,344,995 | 3,595,002 | |||
Issuance of common shares for acquisition (in Shares) | 201,614 | ||||||
Share-based compensation – common shares | $ 1,169 | 3,454,511 | 3,455,680 | ||||
Share-based compensation – common shares (in Shares) | 736,247 | ||||||
Share-based compensation – stock options | 1,357,369 | 1,357,369 | |||||
Currency translation adjustment | (28,939) | (28,939) | |||||
Balance at Sep. 30, 2022 | $ 18,017 | $ 17,526,546 | $ (2,416,788) | $ (28,939) | $ 2,180,108 | $ 17,278,944 | |
Balance (in Shares) at Sep. 30, 2022 | 11,350,704 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (6,236,116) | $ (1,084,313) | $ 1,011,555 |
Adjustments for items not affecting cash: | |||
Depreciation and amortization | 252,097 | 126,234 | 87,593 |
Share-based compensation | 4,813,049 | ||
Non-cash adjustment to lease expenses | (25,643) | 94,698 | |
Deferred income tax expense | (99,814) | (321,057) | |
Gain from disposal of fixed assets | (813,064) | (4,000) | |
Changes in operating assets and liabilities | |||
Accounts receivable | 118,608 | (5,176) | 89,521 |
Prepaid expenses | 614,548 | 71,800 | 428,592 |
Long-term prepaid expenses | 159,382 | 584,356 | |
Accounts payable & accrued liabilities | (1,320,563) | 1,117,184 | 545,606 |
Deferred revenue | (1,283,314) | 961,426 | (3,221,807) |
Income tax receivable | 2,293 | (480,866) | (664,399) |
Student deposits | (635,778) | (313,122) | 994,940 |
Net cash provided from (used in) operating activities | (4,613,697) | 322,190 | (144,043) |
Cash Flows from Investing Activities: | |||
Purchase of property and equipment | (51,410) | (618,529) | (288,555) |
Notes receivable | (305,000) | 100,000 | |
Long-term investment | (270,000) | ||
Net cash used for business acquisitions | (1,945,931) | ||
Proceeds from sale of fixed assets | 1,920,861 | 4,000 | |
Net cash used in investing activities | (651,480) | (514,529) | (288,555) |
Cash Flows from Financing Activities: | |||
Deferred costs related to initial public offering | (432,035) | ||
Share issuances, net of issuance costs | 200,000 | 9,321,523 | |
Net cash provided from (used in) financing activities | 200,000 | 9,321,523 | (432,035) |
Effect of exchange rate changes on cash and cash equivalents | (28,938) | ||
Net increase/(decrease) in cash, cash equivalents | (5,094,115) | 9,129,184 | (864,633) |
Cash and cash equivalents, beginning of period | 16,537,174 | 7,407,990 | 8,272,623 |
Cash and cash equivalents, end of period | 11,443,059 | 16,537,174 | 7,407,990 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | |||
Interest paid | |||
Income taxes paid | 14,166 | 490,250 | 1,053,360 |
Non-cash investing activities – acquisition of operating lease right-of-used assets | 574,483 | ||
Non-cash investing activities – assumption of operating lease obligation | $ 574,483 |
Organization and principal acti
Organization and principal activities | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization and principal activities | 1. Organization and principal activities The Company was incorporated in the British Virgin Island (“BVI”) on December 13, 2017. The Company principally engages in the business of foreign language educations. The Company’s revenue is primarily derived from foreign education programs and student accommodation services. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principal of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Principal activities Percentage Date of Place of Epicquest Education Group International Limited (the “Company”) Investment holding — December 13, BVI Quest Holdings International LLC (“QHI”) Foreign education programs and student dormitory services 100 % December 19, Ohio, US Quest International Education Center LLC (“QIE”) Collection of tuition payments from oversea students 100 % January 23, Ohio, US Highrim Holding International Limited (“HHI”) Investing holding 100 % July 9, BC, Canada Richmond Institute of Language Inc. (“RIL”) Academic services for college and university applications 80 % April 18, BC, Canada Ameri-Can Education Group Corp. (“AEGC”) Education services 70 % November 17, Ohio, US Student Up Center, LLC (“SUPC”) Student education assistance 100 % April 27, Ohio, US On November 24, 2021, the Company acquired 70% of AEGC and on January 15, 2022, the Company acquired 80% of RIL. Refer to Note 3 below for details. On April 27, 2022, the Company incorporated the new subsidiary SUPC to provide student education assistance services. Use of estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates and differences could be material. Changes in estimates are recorded in the period they are identified. Judgments, estimates and underlying assumptions are evaluated on an ongoing basis by management and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances and such changes are reflected in the assumptions when they occur. Accounting for business combinations and asset acquisitions requires estimates with respect to the fair value of the assets acquired and liabilities assumed. Such estimates of fair value may require valuation methods which use significant estimates and assumptions. At the acquisitions of AEGC and RIL, we estimated the fair value of the long term investment and intangible assets acquired, using valuation methods, which required management to make estimates with respect to expected future cash flows and growth rates, gross margins, discount rates, terminal value, and forecast period etc. The Company based these estimates on historical and anticipated results, industry trends, economic analysis, and various other assumptions that it believes are reasonable, including assumptions as to future events. Foreign currency and foreign currency translation The Company’s reporting currency is the United States dollar (“US$”). The US$ is the functional currency of the Company and its subsidiaries of QHI, QIE, HHI, AEGC and SUPC. The CAD$ is the functional currency of the Company’s subsidiary of RIL. Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the consolidated statements of operations and comprehensive income. The assets and liabilities of the Company’s subsidiary in the CAD$, which is RIL, are translated at the exchange spot rate at the balance sheet date, stockholders’ equity is translated at the historical rates and the revenues and expenses are translated at the average exchange rates for the periods. The resulting translation adjustments are reported under other comprehensive income in the consolidated statements of income and comprehensive income in accordance with ASC 220. The following are the exchange rates that were used in translating RIL’s financial statements into the consolidated financial statements: September 30, Year-end spot rate US$1=CAD$ 1.3752 Average rate US$1=CAD$ 1.2841* (* For period from January 15, 2022, acquisition date, to September 30, 2022 Certain risks and concentration The Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and notes receivable. As of September 30, 2022 and 2021, substantially all of the Company’s cash and cash equivalents were held in major financial institutions located in the US. The Company does not have trades receivable related to students as they are required to prepay service fees. Accounts receivable at September 30, 2022 primarily consist of receivable of $32,116 in relation interest receivable and $13,486 in relation to GST receivable. The remaining $485,000 note receivable balance as at September 30, 2022 is related to a third-party borrower. Although the Company is directly affected by the financial conditions of the borrower, the Company does not believe significant credit risk exist with respect to the note receivable. Therefore, there was no significant concentration risk for the Company as at September 30, 2022 and 2021. Cash and cash equivalents Cash and cash equivalents consist of petty cash on hand and cash held in banks, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. Revenue recognition ASC 606 provides for a five-step model for recognizing revenue from contracts with customers. These five steps include: (i) Identify the contract (ii) Identify performance obligations (iii) Determine transaction price (iv) Allocate transaction price (v) Recognize revenue Under ASC 606, revenue is recognized when the customer obtains control of a good or service. A customer obtains control of a good or service if it has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The Company’s revenue streams contain two primary performance obligations, which are the: i) English education programs; and ii) the accommodation services. The transfer of control of the Company’s English education programs occurs over time upon the delivery of the services to the students based on the terms of the semester. Similar, the transfer of the accommodation services occurs over time as the students receive the benefits of the accommodation services based on the terms of the semester. Therefore, revenues for English education programs and accommodation services are both recognized over time as the students simultaneously receive the services and consume the benefits provided by the Company’s performance of the services. Funds received from student prior to provision of our education and accommodation services are recognized as deferred revenue. The deferred revenue is subsequently released into revenue once the registered semester starts and is released using straight-line method based on the semester period, which is generally three months. The release of the deferred revenue is to match the timing of the cost of our services, which is generally also based on the semester term. Costs of services Costs of services are primarily comprised of the tuition fees paid to our partnered education institution, Miami University, for the provision of our English language programs and fees paid to Dongbei University of Finance and Economics (“DUFE”) for using DUFE’s facilities, to host remote online English education programs and provide accommodation to students during their studies. These fees are recognized into costs of services when such fees are incurred based on semester terms in direct relation to Miami University’s conducting of the English language education services for us. Fair value measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities. Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments include cash and cash equivalents, accounts receivable, notes receivables, long-term investment, accounts payable and accrued liabilities and taxes payable. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and taxes payable approximate their fair values due to the short-term nature of these instruments. The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of September 30, 2022 and 2021. Property and equipment Property and equipment are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration of expected useful lives and estimated residual values. The estimated annual deprecation rate of these assets are generally as follows: Category Depreciation years Estimated Buildings 33 to 39 $Nil Machinery & equipment 3 $Nil Vehicles 5 $Nil Furniture and fixtures 7 $Nil Software 5 $Nil Expenditures for maintenance and repairs are expensed as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amount of the relevant assets and are recognized in the consolidated statements of operations and comprehensive income. Intangible assets Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes all expenditures that are directly attributable to the acquisition or development of the asset, net of any amounts received in relation to those assets. Amortization is recognized in net earnings on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives are: Asset Basis Rate / term University relationship Straight-line 10 years Education license/certificate Straight-line 5 years In-process course curriculum Straight-line 5 years Leases The Company adopted ASC 842 – Leases for its fiscal year beginning on October 1, 2020. There was only one office lease subject to ASC 842 upon the adoption of the new standard. Since the office lease is classified as operating lease under ASC 842 and was also previously classified as operating lease under the legacy ASC 840, the adoption of the ASC 842 did not result in material adjustments to this office lease compared to ASC 840. The Company determines if an arrangement is a lease at inception. The Company may have lease agreements with lease and non-lease components, which are generally accounted for separately. Leases are classified as either operating leases or finance leases pursuant to ASC 842. i) Operating leases Operating leases are recognized as right-of-use assets (“ROU”) in non-current assets and lease liabilities in non-current liabilities in the consolidated balance sheets if the initial lease term is greater than 12 months. For leases with an initial term of 12 months or less the Company recognizes those lease payments on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term and are included in general and administrative (“G&A”) expenses. ii) Finance leases Finance lease ROU assets are included in property, plant and equipment, trade and other payables, and other non-current liabilities in the consolidated balance sheets. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. Finance lease ROU assets are generally amortized over the lease term and are included in depreciation expense. The interest on the finance lease liabilities is included in interest expense. Impairment of long-lived assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the expected future undiscounted cash flows attributable to these assets. If it is determined that an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the assets exceeds the expected discounted cash flows arising from those assets. There were no impairment losses for the years ended September 30, 2022 and 2021. Goodwill Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to the assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but it is tested annually for impairment at the reporting unit level as of September 30, and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the fair value of the reporting unit to which goodwill belongs is less than its carrying value. If the qualitative assessment indicates it is not more likely than not that the reporting unit’s fair value is less than its carrying value, a quantitative impairment test is not required. If a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what the Company believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value. If the difference between the reporting units carrying amount and fair value is greater than the amount of goodwill allocated to the reporting unit, the impairment loss is restricted by the amount of the goodwill allocated to the reporting unit. Significant items subject to estimates include, the recoverable amounts of goodwill and indefinite-lived intangible assets, the useful lives of long-lived assets and finite-lived intangible assets, share-based compensation, share-based continuing employment costs, the determination of lease term and lease liabilities, deferred income taxes, reserves for tax uncertainties, derivative financial instruments and other contingencies. As of September 30, 2022, the Company performed a qualitative assessment of its goodwill and concluded that there were no indicators of impairment. Taxation Current income taxes are provided on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operation and comprehensive income in the period of the enactment of the change. The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry. The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. Earnings per share Basic earnings per share is computed by dividing net income attributable to shareholders by the weighted average number of common shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between common shares and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted earnings per share is calculated by dividing net income attributable to common shareholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. Defined contribution plans The Company contributes to defined contribution retirement schemes which are available to all employees. Contributions to the schemes by the Company and employees are calculated as a percentage of employees’ basic salaries. The retirement benefit scheme cost charged to profit or loss represents contributions payable by the Company to the funds. Stock-Based Compensation The measure stock-based awards at fair value on the date of the grant and expense the awards in Consolidated Statements of Operations and Comprehensive Loss over the requisite service period of employees or consultants. The fair value of stock options is determined using the Black-Scholes valuation model. The fair value of stock-based awards is determined using the share price of the Company at the date of grant. Stock-based compensation expense related to all stock-based awards, including stock option, is recognized over the requisite service period on a straight-line basis. The amount of stock-based compensation expense recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. Forfeitures are accounted for as they occur. Business combinations The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date, while transaction costs related to business combinations are expensed as incurred. An income, market or cost valuation method may not one not Recently issued accounting standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Acquisitions of Aegc and Ril
Acquisitions of Aegc and Ril | 12 Months Ended |
Sep. 30, 2022 | |
Acquisitions Of Aegc And Ril Abstract | |
Acquisitions of AEGC and RIL | 3 Acquisitions of AEGC and RIL Acquisition of AEGC On November 24, 2021, the Company entered into: (i) a stock purchase agreement with AEGC, and the holders (the “Sellers”) of shares of capital stock of AEGC (the “Stock Purchase Agreement”), and (ii) a subscription agreement with AEGC (the “Subscription Agreement”). Pursuant to the Stock Purchase Agreement and Subscription Agreement, the Company acquired 70% of the equity of Ameri-Can and 77.78% of the voting equity of AEGC for an aggregate purchase price of: (i) $1,250,000 in cash and the issuance of 201,614 shares of Company common stock (the “Purchaser Shares”) to the Sellers at a share price of $6.20 with a value of $1,250,000; and (ii) $2,500,000 in cash to subscribe additional 900 common shares of AEGC. Of the remaining 30% of the equity Ameri-Can, 10% is held by one Seller and represents non-voting and non-dilutable equity. AEGC’s primary asset is convertible debt with Davis College, Inc., which operates Davis College in Toledo, Ohio, pursuant to which AEGC has the right to convert its convertible debt security into 100% of the shares of Davis College, Inc. prior to December 31, 2022. The acquisition was accounted for as an asset acquisition. The table below sets forth the consideration paid and the allocation of the consideration to the assets and liabilities identified: Consideration paid US$ Share consideration 1,250,007 Cash consideration 3,750,000 Non-controlling interest fair value 2,142,860 Total 7,142,867 Assets acquired and liabilities assumed Cash and cash equivalents 2,610,943 Long-term investment 4,828,123 Total assets 7,439,066 Accounts payable 296,199 Total liabilities 296,199 Net assets acquired 7,142,867 Acquisition of RIL On January 15, 2022, the Company through it is wholly owned subsidiary, HHI, acquired 80% common shares of RIL for a total consideration of CAD$1,000,000. RIL operates and does business as “Canada EduGlobal Holdings Inc.”. RIL offers an International Undergraduate Pathways Program (iUPP) and an English for Academic Purposes Program (EAPP), which are articulated to Algoma University (AU). Both institutions of RIL and AU contribute their expertise in academic programming, marketing and recruitment, and student services to support those aspiring to pursue undergraduate studies at Algoma University. The acquisition was accounted for as a business combination. The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for RIL acquisition as at January 15, 2022: Consideration paid CAD$ US$ Cash 1,000,000 808,538 Non-controlling interest fair value 250,000 202,135 Total 1,250,000 1,010,673 Assets acquired and liabilities assumed Cash and cash equivalents 2,188 1,769 Property, plant and equipment 545 441 Right-of-use assets 709,283 573,483 Intangible assets 534,167 431,894 Goodwill 971,858 785,784 Total assets 2,218,042 1,793,371 Accounts payable 200,000 161,708 Lease liabilities 709,283 573,483 Deferred income tax liabilities 58,758 47,508 Total liabilities 968,042 782,699 Net assets acquired 1,250,000 1,010,673 |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses [Abstract] | |
Prepaid Expenses | 4 Prepaid Expenses Prepaid expenses consist of the following: September 30, September 30, US$ US$ Prepaid recruitment fees - 159,883 Prepaid tuition fees to Miami University - 550,613 Prepaid fees to Renda for Beijing office expenses 769,717 558,356 Prepaid fees to DUFE - 181,829 Prepaid insurance 70,517 39,448 Other prepaid expenses 106,065 70,718 Total 946,299 1,560,847 Prepaid recruitment fees represent the prepaid student recruitment fees to agents who help the Company promote and recruit students to enroll in the English education programs offered by the Company. The prepaid expenses are deferred as they represent payments for future services to be rendered by our service agents and future economic benefits to the Company are anticipated. Prepaid tuition fees represent the tuition fees that the Company prepaid to Miami University for services have yet to be provided by Miami University. The prepaid tuition fees will be recognized into costs of services when such fees are incurred based on semester terms in direct relation to Miami University’s conducting of the English language education services for us. Prepaid fees to Renda for Beijing office expenses represent the fees that the Company prepaid to Beijing Renda Finance and Education Technology Co., Ltd (“Renda”) for services have yet to be provided by Renda. The prepaid fees will be recognized into expense when such fees are incurred on a monthly basis by Renda on behalf of the Company’s Beijing office. Prepaid fees to DUFE represent fees that the Company paid to DUFE, a university in China, for using DUFE’s facilities, including student dormitories, to host remote online English education programs and provide accommodation to students during their studies. Due to the impacts from the Covid-19 pandemic, a majority of the Company’s students were unable to travel to the U.S. to physically attend the in-class programs. Therefore, the Company entered into an agreement with DUFE to use DUFE’s facilities to continue its English education programs in China using online conferences with the Miami University. The agreement was terminated since fall 2022. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 5. Property and Equipment, net Property and equipment, net consist of the following: September 30, September 30, US$ US$ Land 721,462 1,007,273 Buildings 1,129,961 2,131,945 Machinery & equipment 92,654 84,542 Vehicles 153,851 127,997 Furniture and fixtures 91,958 71,301 Software 698,000 698,000 Total 2,887,886 4,121,058 Less: Accumulated depreciation (682,802 ) (641,136 ) Property and equipment, net 2,205,084 3,479,922 Depreciation expenses was recorded in general and administrative expense. The Company recorded depreciation expenses of US$220,767 and US$126,234 for the year ended September 30, 2022 and 2021, respectively. During the year ended September 30, 2022, the Company dispose of a building, including the land, with the aggregate cost of $1,287,795. A disposal gain of $813,064 was recognized as a result of this disposal. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Sep. 30, 2022 | |
Intangible assets, net [Abstract] | |
Intangible assets, net | 6. Intangible assets, net Intangible assets, net consist of the following: September 30, September 30, US$ US$ University relationship 377,587 - Education license/certificate 28,240 - In-process course curriculum 26,067 - Total 431,894 - Less: Accumulated depreciation (33,100 ) - Intangible assets, net 398,794 - Depreciation expenses was recorded in general and administrative expense. The Company recorded depreciation expenses of US$33,100 and US$ nil |
Long Term Investment
Long Term Investment | 12 Months Ended |
Sep. 30, 2022 | |
Long Term Investment [Abstract] | |
Long term investment | 7. Long term investment Long term investment represents the Company’s convertible debt (receivable) due from Davis College Inc. Pursuant to the convertible debt agreement between the Company’s and Davis College Inc., the Company has the right to convert its convertible debt security into 100% of the shares of Davis College, Inc. prior to December 31, 2022. The table below outlines the movement of long-term investment: September 30, USD$ As of September 30, 2021 - Acquisition of AEGC (Note 3) 4,828,123 Additional investment 258,290 Balance as of September 30, 2022 $ 5,086,413 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 8 . Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities primarily consist of the following: September 30, September 30, US$ US$ Accounts payable 91,083 148,761 Student refundable deposits 1,614,219 2,096,073 Accrued commission expenses 159,945 233,528 Other payables 255,413 482,553 Total 2,120,660 2,960,915 |
Student Deposits
Student Deposits | 12 Months Ended |
Sep. 30, 2022 | |
Student Deposits Disclosure Abstract | |
Student Deposits | 9. Student Deposits Student deposits represented application deposits and dormitory fees prepaid by students during the years ended September 30, 2022 and 2021. These student deposits historically were not refundable under normal circumstances. Due to the impacts of the Covid-19 pandemic, the Company has adjusted the policy to provide refunds to prospective students who decide to withdraw their applications and to admit students who decide to take online courses at home. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes BVI Under the current laws of the BVI, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no BVI withholding tax will be imposed. US Under the current Ohio state and US federal income tax, the Company’s Ohio subsidiaries, QHI and MIE, are subject to the Ohio state’s Commercial Activity Tax (“CAT”) and federal income tax. The Ohio CAT is a business tax levied based on the gross receipts from sales. The federal income tax is based on a flat rate of 21% for the calendar year of 2022 (2021: 21%). Canada Under the current Canadian income tax, the Company’s Canadian subsidiaries, HHI and RIL, are subject to a combined provincial and federal corporate income tax rate of 27%. The Company’s provision for income taxes consists of the following: September 30, September 30, September 30, US$ US$ US$ Current 16,459 13,889 397,553 Deferred (99,814 ) (321,057 ) - Total income tax (recovery) (83,355 ) (307,168 ) 397,553 Reconciliation of the differences between statutory tax rate and the effective tax rate The Company operates in serval tax jurisdictions. Therefore, its income is subject to various rates of taxation. The income tax expense differs from the amount that would have resulted from applying the BVI statutory income tax rates to the Company’s pre-tax income as follows: September 30, September 30, September 30, US$ US$ US$ Income (loss) before income tax expenses (6,319,471 ) (1,391,481 ) 1,409,108 BVI statutory income tax rate - % - % - % Income tax calculated at statutory rate - - - (Increase) decrease in income tax expense resulting from: Rate differences in various jurisdictions 16,459 13,889 397,553 Utilization of loss carryforward - - - Change in deferred income tax assets due to the U.S. reform - - - Change in deferred income tax assets due to use of loss carryforward (99,814 ) (321,057 ) - Income tax expense/Effective tax rate (83,355 ) (307,168 ) 397,553 Income tax receivable balance as of September 30, 2022 represents amount the Company expects to receive due to the Company overpayment of its income taxes for the current year and overpayments of income taxes for its previous fiscal years as well as a result of the Company’s change of its tax fiscal yearend from December 31 to match its accounting fiscal yearend of September 30. Uncertain tax positions The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of September 30, 2022 and 2021, the Company did not have any significant unrecognized uncertain tax positions. |
Capital Stock
Capital Stock | 12 Months Ended |
Sep. 30, 2022 | |
Capital Stock [Abstract] | |
Capital stock | 11. Capital stock Common shares During the year ended September 30, 2021, the Company issued 2,474,843 common shares in relation to its IPO and warrant exercises (“Equity Transactions”). The net proceeds from the Equity Transactions were US$8,737,634. Of the amount, $200,000 is held in the escrow trust account of the Company’s transfer agent for the purposes of clearing out any potential unsettled IPO costs. The $200,000 will be held in the escrow trust account for a period of 18 months from the IPO completion date. This amount was recognized as subscription receivable as of September 30, 2021. During the year ended September 30, 2022, the $200,000 has been collected. During the year ended September 30, 2022, the Company issued 736,247 common shares to its directors, executives and employees for their services rendered to the Company. These common shares are based on certain vesting schedules (see “ Share-based awards During the year ended September 30, 2022, the Company issued 201,614 common shares for the acquisition of AEGC (Note 3). The value of $1,250,007 of the common shares was determined based on the share price agreed upon at the closing date, which was November 24, 2021. Stock options At September 30, 2022, the Company had one stock option plan, the 2019 Equity Incentive Plan (collectively the “Equity Incentive Plan”). During the year ended September 30, 2022, we granted stock options under the Stock Incentive Plan to certain of our officers to purchase an aggregate of 365,000 (2021: nil nil The fair value of these stock options was estimated at the date of grant, which is November 1, 2021, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions: September 30, Stock price $ 4.10 Exercise price $ 4.10 Expected risk free interest rate 1.20 % Expected volatility 227.90 % Expected life in years 5 Expected dividend yield nil Grant date fair value per option $ 4.06 A continuity schedule of outstanding stock options at September 30, 2022, and the changes during the periods, is as follows: Number of Weighted US$ Balance, September 30, 2020 and 2021 - - Granted 365,000 4.10 Exercised - - Forfeited - - Balance, September 30, 2022 365,000 4.10 A continuity schedule of outstanding unvested stock options at September 30, 2022, and the changes during the periods, is as follows: Number of Weighted US$ Balance, September 30, 2020 and 2021 - - Granted 365,000 4.06 Vested (273,750 ) 4.06 Forfeited - - Balance, September 30, 2022 91,250 4.06 At September 30, 2022, the aggregate intrinsic value of all outstanding stock options granted was estimated at $ nil A summary of stock options outstanding and exercisable at September 30, 2022: Exercisable Weighted Weighted US$ Grant date November 1, 2021 273,750 4.10 9.08 Share-based awards (a) During the year ended September 30, 2022, the Company granted an aggregate of 875,000 share-based awards with a fair value of $4.10 per share, determined using the share price at the date of grant of November 1, 2021 to certain directors, officers and employees of the Company (the “November 1, 2021 Grant”). These share-based awards have a vesting period of ranging from 1 year to 2 years from the grant date in ranging from 3 equal instalments to 5 equal instalments in the vesting periods. During the year ended September 30, 2022, an aggregate of 640,000 shares were issued to these directors, officers and employees under the November 1, 2021 Grant. (b) During the year ended September 30, 2022, the Company approved the following share-based compensation to its directors: i) annually a number of restricted stock equal to $30,000 divided by the closing price of the Company’s common stock, under the Company’s 2019 Equity Incentive Plan on the date of the Company’s annual meeting of stockholders; ii) Mr. Craig Wilson received a grant of shares equal to $27,000 (based on the Company’s common share price as of November 1, 2021) of which one-third of such shares were issued and the remaining two-thirds will be issued in equal instalments on April 1, 2022 and October 1, 2022; and iii) Ms. Cowan and Mr. Pratt each received a grant of shares equal to $22,500 (based on the Company’s common share price as of November 1, 2021) of which one-third of such shares were issued and the remaining two thirds will be issued in equal instalments on April 1, 2022 and October 1, 2022. As of September 30, 2022, an aggregate of 16,247 shares were issued to these directors. (c) On November 1, 2021, the Company granted an aggregate of 80,000 annual bonus share (the “Bonus Shares”) to certain of its officers. The Bonus Shares are subject to a one-year vesting provision whereby the total Bonus Shares become exercisable at the end of September 30, 2022. The share-based compensation expense in relation to the Bonus Shares have been recognized based on the fair value on the share price of $4.10 on the grant date. As of September 30, 2022, the 80,000 annual bonus shares have been issued to these officers. The total amount of stock-based compensation expenses in relation to awards (a), (b) and (c) above is $3,455,680 for the year ended September 30, 2022 (2021: $ nil nil (d) In addition, on November 1, 2021, the Company granted an aggregate of 90,000 performance-based share (the “Performance Shares”) to Chief Executive Officer and Chief Financial Officer. The Performance Shares are subject to a one-year vesting provision whereby the total Performance Shares become exercisable at the end of September 30, 2022 if the Company’s sales increase achieved a targeted percentage determined by the Company. Since the Company has not met the sales increase target for the year ended September 30, 2022, the share-based compensation expense in relation to the Performance Shares have not been recognized during the year ended September 30, 2022. A summary of stock-based compensation expense for the years ended September 30, 2022, 2021 and 2019 is as follows: September 30, September 30, September 30, US$ US$ US$ Common share awards 3,455,680 - - Stock option awards 1,357,369 - - Total 4,813,049 - - |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per share | 12. Earnings per share Basic and diluted net earnings per share for each of the years presented are calculated as follows: September 30, September 30, September 30, US$ US$ US$ Numerator: Net Income attributable to ordinary shareholders—basic and diluted (6,071,229 ) (1,084,313 ) 1,011,555 Denominator: Weighted average number of ordinary shares outstanding—basic and diluted 11,010,240 9,160,447 7,938,000 Earning per share attributable to ordinary shareholders —basic and diluted (0.55 ) (0.12 ) 0.13 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies The Company had certain office leases and car leases in relation to its operations. These leases are classified as operating leases. Other than these operating leases, the Company does not have significant commitments, long-term obligations, or guarantees as of September 30, 2022 and 2021. Operating lease The future aggregate minimum lease payments under the non-cancellable residential apartment building operating lease are as follows: 2023 $ 484,739 2024 469,120 2025 and thereafter 230,461 Total future minimum lease payments $ 1,184,320 Less: imputed interest (161,262 ) Total operating lease liability $ 1,023,058 Less: operating lease liability - current 461,161 Total operating lease liability – non current $ 561,897 Contingencies The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our consolidated business, financial position, cash flows or results of operations taken as a whole. During the year ended September 30, 2022, the Company was involved in a dispute with another party (the “Plaintiff”) due to the similarity of the Company’s former name Elite Education Group International, Ltd with the Plaintiff’s business name. On July 21, 2022, the Company reached a settlement agreement with the Plaintiff by paying a sum of US$40,000 to the Plaintiff and also agreed to change the Company’s name to Epicquest Education Group International Limited. The US$40,000 was recorded in the consolidated financial statements for the year ended September 30, 2022. |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | 14. Related Party Transactions and Balances Related Parties Name of related parties Relationship with the Company Jianbo Zhang Founder and ultimate controlling shareholder, CEO Due to related party balance The related party balances of $140,000 as of September 30, 2022 and 2021 relate to IPO costs paid by Jianbo Zhang on behalf of the Company. The related party balance is unsecured, non-interest bearing and due on demand. |
Segmented Information
Segmented Information | 12 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segmented Information | 15. Segmented Information The Company currently operate in a single reportable segment and is principally engaged in the business of foreign language educations. The Company’s revenue is primarily derived from its US subsidiary, QHI during the years ended September 30, 2022, 2021 and 2020. As at September 30, 2022, long-term assets located in the U.S. and Canada were $8,220,921 or 83%, and $1,712,595 or 17% of the Company’s total long-term assets. As at September 30, 2021, long-term assets located in the U.S. were $4,427,575 or 100% of the Company’s total long-term assets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events The Company has evaluated the impact of events that have occurred subsequent to September 30, 2022, through the date the consolidated financial statements were available to issue, and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements, except the following: (a) On December 1, 2022, the Company, through its subsidiary of AEGC, exercised its conversion right whereby converting its convertible debt security into 100% of the shares of Davis College, Inc. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principal of consolidation | Principal of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Principal activities Percentage Date of Place of Epicquest Education Group International Limited (the “Company”) Investment holding — December 13, BVI Quest Holdings International LLC (“QHI”) Foreign education programs and student dormitory services 100 % December 19, Ohio, US Quest International Education Center LLC (“QIE”) Collection of tuition payments from oversea students 100 % January 23, Ohio, US Highrim Holding International Limited (“HHI”) Investing holding 100 % July 9, BC, Canada Richmond Institute of Language Inc. (“RIL”) Academic services for college and university applications 80 % April 18, BC, Canada Ameri-Can Education Group Corp. (“AEGC”) Education services 70 % November 17, Ohio, US Student Up Center, LLC (“SUPC”) Student education assistance 100 % April 27, Ohio, US On November 24, 2021, the Company acquired 70% of AEGC and on January 15, 2022, the Company acquired 80% of RIL. Refer to Note 3 below for details. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates and differences could be material. Changes in estimates are recorded in the period they are identified. Judgments, estimates and underlying assumptions are evaluated on an ongoing basis by management and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances and such changes are reflected in the assumptions when they occur. Accounting for business combinations and asset acquisitions requires estimates with respect to the fair value of the assets acquired and liabilities assumed. Such estimates of fair value may require valuation methods which use significant estimates and assumptions. At the acquisitions of AEGC and RIL, we estimated the fair value of the long term investment and intangible assets acquired, using valuation methods, which required management to make estimates with respect to expected future cash flows and growth rates, gross margins, discount rates, terminal value, and forecast period etc. The Company based these estimates on historical and anticipated results, industry trends, economic analysis, and various other assumptions that it believes are reasonable, including assumptions as to future events. |
Foreign currency and foreign currency translation | Foreign currency and foreign currency translation The Company’s reporting currency is the United States dollar (“US$”). The US$ is the functional currency of the Company and its subsidiaries of QHI, QIE, HHI, AEGC and SUPC. The CAD$ is the functional currency of the Company’s subsidiary of RIL. Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the consolidated statements of operations and comprehensive income. The assets and liabilities of the Company’s subsidiary in the CAD$, which is RIL, are translated at the exchange spot rate at the balance sheet date, stockholders’ equity is translated at the historical rates and the revenues and expenses are translated at the average exchange rates for the periods. The resulting translation adjustments are reported under other comprehensive income in the consolidated statements of income and comprehensive income in accordance with ASC 220. The following are the exchange rates that were used in translating RIL’s financial statements into the consolidated financial statements: September 30, US$1=CAD$ 1.3752 US$1=CAD$ 1.2841* |
Certain risks and concentration | Certain risks and concentration The Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and notes receivable. As of September 30, 2022 and 2021, substantially all of the Company’s cash and cash equivalents were held in major financial institutions located in the US. The Company does not have trades receivable related to students as they are required to prepay service fees. Accounts receivable at September 30, 2022 primarily consist of receivable of $32,116 in relation interest receivable and $13,486 in relation to GST receivable. The remaining $485,000 note receivable balance as at September 30, 2022 is related to a third-party borrower. Although the Company is directly affected by the financial conditions of the borrower, the Company does not believe significant credit risk exist with respect to the note receivable. Therefore, there was no significant concentration risk for the Company as at September 30, 2022 and 2021. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of petty cash on hand and cash held in banks, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. |
Revenue recognition | Revenue recognition ASC 606 provides for a five-step model for recognizing revenue from contracts with customers. These five steps include: (i) Identify the contract (ii) Identify performance obligations (iii) Determine transaction price (iv) Allocate transaction price (v) Recognize revenue Under ASC 606, revenue is recognized when the customer obtains control of a good or service. A customer obtains control of a good or service if it has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The Company’s revenue streams contain two primary performance obligations, which are the: i) English education programs; and ii) the accommodation services. The transfer of control of the Company’s English education programs occurs over time upon the delivery of the services to the students based on the terms of the semester. Similar, the transfer of the accommodation services occurs over time as the students receive the benefits of the accommodation services based on the terms of the semester. Therefore, revenues for English education programs and accommodation services are both recognized over time as the students simultaneously receive the services and consume the benefits provided by the Company’s performance of the services. Funds received from student prior to provision of our education and accommodation services are recognized as deferred revenue. The deferred revenue is subsequently released into revenue once the registered semester starts and is released using straight-line method based on the semester period, which is generally three months. The release of the deferred revenue is to match the timing of the cost of our services, which is generally also based on the semester term. |
Costs of services | Costs of services Costs of services are primarily comprised of the tuition fees paid to our partnered education institution, Miami University, for the provision of our English language programs and fees paid to Dongbei University of Finance and Economics (“DUFE”) for using DUFE’s facilities, to host remote online English education programs and provide accommodation to students during their studies. These fees are recognized into costs of services when such fees are incurred based on semester terms in direct relation to Miami University’s conducting of the English language education services for us. |
Fair value measurement | Fair value measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities. Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments include cash and cash equivalents, accounts receivable, notes receivables, long-term investment, accounts payable and accrued liabilities and taxes payable. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and taxes payable approximate their fair values due to the short-term nature of these instruments. The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of September 30, 2022 and 2021. |
Property and equipment | Property and equipment Property and equipment are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration of expected useful lives and estimated residual values. The estimated annual deprecation rate of these assets are generally as follows: Category Depreciation years Estimated Buildings 33 to 39 $Nil Machinery & equipment 3 $Nil Vehicles 5 $Nil Furniture and fixtures 7 $Nil Software 5 $Nil Expenditures for maintenance and repairs are expensed as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amount of the relevant assets and are recognized in the consolidated statements of operations and comprehensive income. |
Intangible assets | Intangible assets Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes all expenditures that are directly attributable to the acquisition or development of the asset, net of any amounts received in relation to those assets. Amortization is recognized in net earnings on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives are: Asset Basis Rate / term University relationship Straight-line 10 years Education license/certificate Straight-line 5 years In-process course curriculum Straight-line 5 years |
Leases | Leases The Company adopted ASC 842 – Leases for its fiscal year beginning on October 1, 2020. There was only one office lease subject to ASC 842 upon the adoption of the new standard. Since the office lease is classified as operating lease under ASC 842 and was also previously classified as operating lease under the legacy ASC 840, the adoption of the ASC 842 did not result in material adjustments to this office lease compared to ASC 840. The Company determines if an arrangement is a lease at inception. The Company may have lease agreements with lease and non-lease components, which are generally accounted for separately. Leases are classified as either operating leases or finance leases pursuant to ASC 842. i) Operating leases Operating leases are recognized as right-of-use assets (“ROU”) in non-current assets and lease liabilities in non-current liabilities in the consolidated balance sheets if the initial lease term is greater than 12 months. For leases with an initial term of 12 months or less the Company recognizes those lease payments on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term and are included in general and administrative (“G&A”) expenses. ii) Finance leases Finance lease ROU assets are included in property, plant and equipment, trade and other payables, and other non-current liabilities in the consolidated balance sheets. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. Finance lease ROU assets are generally amortized over the lease term and are included in depreciation expense. The interest on the finance lease liabilities is included in interest expense. |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the expected future undiscounted cash flows attributable to these assets. If it is determined that an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the assets exceeds the expected discounted cash flows arising from those assets. There were no impairment losses for the years ended September 30, 2022 and 2021. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to the assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but it is tested annually for impairment at the reporting unit level as of September 30, and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the fair value of the reporting unit to which goodwill belongs is less than its carrying value. If the qualitative assessment indicates it is not more likely than not that the reporting unit’s fair value is less than its carrying value, a quantitative impairment test is not required. If a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what the Company believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value. If the difference between the reporting units carrying amount and fair value is greater than the amount of goodwill allocated to the reporting unit, the impairment loss is restricted by the amount of the goodwill allocated to the reporting unit. Significant items subject to estimates include, the recoverable amounts of goodwill and indefinite-lived intangible assets, the useful lives of long-lived assets and finite-lived intangible assets, share-based compensation, share-based continuing employment costs, the determination of lease term and lease liabilities, deferred income taxes, reserves for tax uncertainties, derivative financial instruments and other contingencies. As of September 30, 2022, the Company performed a qualitative assessment of its goodwill and concluded that there were no indicators of impairment. |
Taxation | Taxation Current income taxes are provided on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operation and comprehensive income in the period of the enactment of the change. The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry. The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. |
Earnings per share | Earnings per share Basic earnings per share is computed by dividing net income attributable to shareholders by the weighted average number of common shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between common shares and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted earnings per share is calculated by dividing net income attributable to common shareholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. |
Defined contribution plans | Defined contribution plans The Company contributes to defined contribution retirement schemes which are available to all employees. Contributions to the schemes by the Company and employees are calculated as a percentage of employees’ basic salaries. The retirement benefit scheme cost charged to profit or loss represents contributions payable by the Company to the funds. |
Stock-Based Compensation | Stock-Based Compensation The measure stock-based awards at fair value on the date of the grant and expense the awards in Consolidated Statements of Operations and Comprehensive Loss over the requisite service period of employees or consultants. The fair value of stock options is determined using the Black-Scholes valuation model. The fair value of stock-based awards is determined using the share price of the Company at the date of grant. Stock-based compensation expense related to all stock-based awards, including stock option, is recognized over the requisite service period on a straight-line basis. The amount of stock-based compensation expense recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. Forfeitures are accounted for as they occur. |
Business combinations | Business combinations The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date, while transaction costs related to business combinations are expensed as incurred. An income, market or cost valuation method may not one not |
Recently issued accounting standards | Recently issued accounting standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Summary of significant accoun_2
Summary of significant accounting policies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of subsidiaries | Principal activities Percentage Date of Place of Epicquest Education Group International Limited (the “Company”) Investment holding — December 13, BVI Quest Holdings International LLC (“QHI”) Foreign education programs and student dormitory services 100 % December 19, Ohio, US Quest International Education Center LLC (“QIE”) Collection of tuition payments from oversea students 100 % January 23, Ohio, US Highrim Holding International Limited (“HHI”) Investing holding 100 % July 9, BC, Canada Richmond Institute of Language Inc. (“RIL”) Academic services for college and university applications 80 % April 18, BC, Canada Ameri-Can Education Group Corp. (“AEGC”) Education services 70 % November 17, Ohio, US Student Up Center, LLC (“SUPC”) Student education assistance 100 % April 27, Ohio, US |
Schedule of foreign currency translation | September 30, Year-end spot rate US$1=CAD$ 1.3752 Average rate US$1=CAD$ 1.2841* |
Schedule of property and equipment | Category Depreciation years Estimated Buildings 33 to 39 $Nil Machinery & equipment 3 $Nil Vehicles 5 $Nil Furniture and fixtures 7 $Nil Software 5 $Nil |
Schedule of estimated useful lives | Asset Basis Rate / term University relationship Straight-line 10 years Education license/certificate Straight-line 5 years In-process course curriculum Straight-line 5 years |
Acquisitions of Aegc and Ril (T
Acquisitions of Aegc and Ril (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Acquisitions of Aegc and Ril (Tables) [Line Items] | |
Schedule of fair value of the assets acquired and liabilities assumed | Consideration paid US$ Share consideration 1,250,007 Cash consideration 3,750,000 Non-controlling interest fair value 2,142,860 Total 7,142,867 Assets acquired and liabilities assumed Cash and cash equivalents 2,610,943 Long-term investment 4,828,123 Total assets 7,439,066 Accounts payable 296,199 Total liabilities 296,199 Net assets acquired 7,142,867 |
Ril Acquisition [Member] | |
Acquisitions of Aegc and Ril (Tables) [Line Items] | |
Schedule of fair value of the assets acquired and liabilities assumed | Consideration paid CAD$ US$ Cash 1,000,000 808,538 Non-controlling interest fair value 250,000 202,135 Total 1,250,000 1,010,673 Assets acquired and liabilities assumed Cash and cash equivalents 2,188 1,769 Property, plant and equipment 545 441 Right-of-use assets 709,283 573,483 Intangible assets 534,167 431,894 Goodwill 971,858 785,784 Total assets 2,218,042 1,793,371 Accounts payable 200,000 161,708 Lease liabilities 709,283 573,483 Deferred income tax liabilities 58,758 47,508 Total liabilities 968,042 782,699 Net assets acquired 1,250,000 1,010,673 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses [Abstract] | |
Schedule of Prepaid expenses | September 30, September 30, US$ US$ Prepaid recruitment fees - 159,883 Prepaid tuition fees to Miami University - 550,613 Prepaid fees to Renda for Beijing office expenses 769,717 558,356 Prepaid fees to DUFE - 181,829 Prepaid insurance 70,517 39,448 Other prepaid expenses 106,065 70,718 Total 946,299 1,560,847 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment net | September 30, September 30, US$ US$ Land 721,462 1,007,273 Buildings 1,129,961 2,131,945 Machinery & equipment 92,654 84,542 Vehicles 153,851 127,997 Furniture and fixtures 91,958 71,301 Software 698,000 698,000 Total 2,887,886 4,121,058 Less: Accumulated depreciation (682,802 ) (641,136 ) Property and equipment, net 2,205,084 3,479,922 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Intangible assets, net [Abstract] | |
Schedule of intangible assets net consist | September 30, September 30, US$ US$ University relationship 377,587 - Education license/certificate 28,240 - In-process course curriculum 26,067 - Total 431,894 - Less: Accumulated depreciation (33,100 ) - Intangible assets, net 398,794 - |
Long Term Investment (Tables)
Long Term Investment (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Long Term Investment [Abstract] | |
Schedule of long term investment | September 30, USD$ As of September 30, 2021 - Acquisition of AEGC (Note 3) 4,828,123 Additional investment 258,290 Balance as of September 30, 2022 $ 5,086,413 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts payable and accrued liabilities | September 30, September 30, US$ US$ Accounts payable 91,083 148,761 Student refundable deposits 1,614,219 2,096,073 Accrued commission expenses 159,945 233,528 Other payables 255,413 482,553 Total 2,120,660 2,960,915 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | September 30, September 30, September 30, US$ US$ US$ Current 16,459 13,889 397,553 Deferred (99,814 ) (321,057 ) - Total income tax (recovery) (83,355 ) (307,168 ) 397,553 |
Schedule of statutory income tax rates | September 30, September 30, September 30, US$ US$ US$ Income (loss) before income tax expenses (6,319,471 ) (1,391,481 ) 1,409,108 BVI statutory income tax rate - % - % - % Income tax calculated at statutory rate - - - (Increase) decrease in income tax expense resulting from: Rate differences in various jurisdictions 16,459 13,889 397,553 Utilization of loss carryforward - - - Change in deferred income tax assets due to the U.S. reform - - - Change in deferred income tax assets due to use of loss carryforward (99,814 ) (321,057 ) - Income tax expense/Effective tax rate (83,355 ) (307,168 ) 397,553 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Capital Stock [Abstract] | |
Schedule of black-scholes option valuation model, with the following weighted average assumptions | September 30, Stock price $ 4.10 Exercise price $ 4.10 Expected risk free interest rate 1.20 % Expected volatility 227.90 % Expected life in years 5 Expected dividend yield nil Grant date fair value per option $ 4.06 |
Schedule of A continuity schedule of outstanding stock options | Number of Weighted US$ Balance, September 30, 2020 and 2021 - - Granted 365,000 4.10 Exercised - - Forfeited - - Balance, September 30, 2022 365,000 4.10 |
Schedule of A continuity schedule of outstanding unvested stock options | Number of Weighted US$ Balance, September 30, 2020 and 2021 - - Granted 365,000 4.06 Vested (273,750 ) 4.06 Forfeited - - Balance, September 30, 2022 91,250 4.06 |
Schedule of stock options outstanding and exercisable | Exercisable Weighted Weighted US$ Grant date November 1, 2021 273,750 4.10 9.08 |
Schedule of stock-based compensation expense | September 30, September 30, September 30, US$ US$ US$ Common share awards 3,455,680 - - Stock option awards 1,357,369 - - Total 4,813,049 - - |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net earnings per share | September 30, September 30, September 30, US$ US$ US$ Numerator: Net Income attributable to ordinary shareholders—basic and diluted (6,071,229 ) (1,084,313 ) 1,011,555 Denominator: Weighted average number of ordinary shares outstanding—basic and diluted 11,010,240 9,160,447 7,938,000 Earning per share attributable to ordinary shareholders —basic and diluted (0.55 ) (0.12 ) 0.13 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future aggregate minimum lease payments | 2023 $ 484,739 2024 469,120 2025 and thereafter 230,461 Total future minimum lease payments $ 1,184,320 Less: imputed interest (161,262 ) Total operating lease liability $ 1,023,058 Less: operating lease liability - current 461,161 Total operating lease liability – non current $ 561,897 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related parties | Name of related parties Relationship with the Company Jianbo Zhang Founder and ultimate controlling shareholder, CEO |
Summary of significant accoun_3
Summary of significant accounting policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 15, 2022 | Nov. 24, 2021 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | |||
Acquired percentage | 80% | 70% | |
Accounts receivable | $ 32,116 | ||
Interest receivable | 13,486 | ||
Remaining note receivable | $ 485,000 | ||
Tax benefit percentage | 50% |
Summary of significant accoun_4
Summary of significant accounting policies (Details) - Schedule of subsidiaries | 12 Months Ended |
Sep. 30, 2022 | |
Epicquest Education Group International Limited [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Principal activities | Investment holding |
Percentage of ownership | |
Date of incorporation | Dec. 13, 2017 |
Place of incorporation | BVI |
Quest Holdings International LLC (“QHI”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Principal activities | Foreign education programs and student dormitory services |
Percentage of ownership | 100% |
Date of incorporation | Dec. 19, 2012 |
Place of incorporation | Ohio, US |
Quest International Education Center LLC (“QIE”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Principal activities | Collection of tuition payments from oversea students |
Percentage of ownership | 100% |
Date of incorporation | Jan. 23, 2017 |
Place of incorporation | Ohio, US |
Highrim Holding International Limited (“HHI”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Principal activities | Investing holding |
Percentage of ownership | 100% |
Date of incorporation | Jul. 09, 2021 |
Place of incorporation | BC, Canada |
Richmond Institute of Language Inc. (“RIL”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Principal activities | Academic services for college and university applications |
Percentage of ownership | 80% |
Date of incorporation | Apr. 18, 2008 |
Place of incorporation | BC, Canada |
Ameri-Can Education Group Corp. (“AEGC”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Principal activities | Education services |
Percentage of ownership | 70% |
Date of incorporation | Nov. 17, 2019 |
Place of incorporation | Ohio, US |
Student Up Center, LLC (“SUPC”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Principal activities | Student education assistance |
Percentage of ownership | 100% |
Date of incorporation | Apr. 27, 2022 |
Place of incorporation | Ohio, US |
Summary of significant accoun_5
Summary of significant accounting policies (Details) - Schedule of foreign currency translation | Sep. 30, 2022 | |
Schedule Of Foreign Currency Translation Abstract | ||
Year-end spot rate | US$1=CAD$ 1.3752 | |
Average rate | US$1=CAD$ 1.2841* | [1] |
[1]For period from January 15, 2022, acquisition date, to September 30, 2022 |
Summary of significant accoun_6
Summary of significant accounting policies (Details) - Schedule of property and equipment | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Buildings [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated residual value (in Dollars) | |
Buildings [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Depreciation years | 33 years |
Buildings [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Depreciation years | 39 years |
Machinery & equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Depreciation years | 3 years |
Estimated residual value (in Dollars) | |
Vehicles [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Depreciation years | 5 years |
Estimated residual value (in Dollars) | |
Furniture and fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Depreciation years | 7 years |
Estimated residual value (in Dollars) | |
Software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Depreciation years | 5 years |
Estimated residual value (in Dollars) |
Summary of significant accoun_7
Summary of significant accounting policies (Details) - Schedule of estimated useful lives | 12 Months Ended |
Sep. 30, 2022 | |
University relationship [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Basis | Straight-line |
Rate / term | 10 years |
Education license/certificate [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Basis | Straight-line |
Rate / term | 5 years |
In-process course curriculum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Basis | Straight-line |
Rate / term | 5 years |
Acquisitions of Aegc and Ril (D
Acquisitions of Aegc and Ril (Details) - CAD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 15, 2022 | Nov. 24, 2021 | Sep. 30, 2022 | |
Acquisitions of Aegc and Ril (Details) [Line Items] | |||
Convertible debt, percentage | 100% | ||
Subscription Agreement [Member] | |||
Acquisitions of Aegc and Ril (Details) [Line Items] | |||
Stock purchase agreement, description | Pursuant to the Stock Purchase Agreement and Subscription Agreement, the Company acquired 70% of the equity of Ameri-Can and 77.78% of the voting equity of AEGC for an aggregate purchase price of: (i) $1,250,000 in cash and the issuance of 201,614 shares of Company common stock (the “Purchaser Shares”) to the Sellers at a share price of $6.20 with a value of $1,250,000; and (ii) $2,500,000 in cash to subscribe additional 900 common shares of AEGC. Of the remaining 30% of the equity Ameri-Can, 10% is held by one Seller and represents non-voting and non-dilutable equity. | ||
Acquisition of RIL [Member] | |||
Acquisitions of Aegc and Ril (Details) [Line Items] | |||
Common shares, percentage | 80% | ||
Total consideration (in Dollars) | $ 1,000,000 |
Acquisitions of Aegc and Ril _2
Acquisitions of Aegc and Ril (Details) - Schedule of fair value of the assets acquired and liabilities assumed - Acquisition of AEGC [Member] | 12 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Acquisitions of Aegc and Ril (Details) - Schedule of fair value of the assets acquired and liabilities assumed [Line Items] | |
Share consideration (in Shares) | shares | 1,250,007 |
Cash consideration | $ 3,750,000 |
Non-controlling interest fair value | 2,142,860 |
Total | 7,142,867 |
Assets acquired and liabilities assumed | |
Cash and cash equivalents | 2,610,943 |
Long-term investment (loan receivable) | 4,828,123 |
Total assets | 7,439,066 |
Accounts payable | 296,199 |
Total liabilities | 296,199 |
Net assets acquired | $ 7,142,867 |
Acquisitions of Aegc and Ril _3
Acquisitions of Aegc and Ril (Details) - Schedule of fair value of the assets acquired and liabilities assumed - Jan. 15, 2022 - Ril Acquisition [Member] | USD ($) | CAD ($) |
Acquisitions of Aegc and Ril (Details) - Schedule of fair value of the assets acquired and liabilities assumed [Line Items] | ||
Cash | $ 808,538 | $ 1,000,000 |
Non-controlling interest fair value | 202,135 | 250,000 |
Total | 1,010,673 | 1,250,000 |
Assets acquired and liabilities assumed | ||
Cash and cash equivalents | 1,769 | 2,188 |
Property, plant and equipment | 441 | 545 |
Right-of-use assets | 573,483 | 709,283 |
Intangible assets | 431,894 | 534,167 |
Goodwill | 785,784 | 971,858 |
Total assets | 1,793,371 | 2,218,042 |
Accounts payable | 161,708 | 200,000 |
Lease liabilities | 573,483 | 709,283 |
Deferred income tax liabilities | 47,508 | 58,758 |
Total liabilities | 782,699 | 968,042 |
Net assets acquired | $ 1,010,673 | $ 1,250,000 |
Prepaid Expenses (Details) - Sc
Prepaid Expenses (Details) - Schedule of Prepaid expenses - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Schedule Of Prepaid Expenses Abstract | ||
Prepaid recruitment fees | $ 159,883 | |
Prepaid tuition fees to Miami University | 550,613 | |
Prepaid fees to Renda for Beijing office expenses | 769,717 | 558,356 |
Prepaid fees to DUFE | 181,829 | |
Prepaid insurance | 70,517 | 39,448 |
Other prepaid expenses | 106,065 | 70,718 |
Total | $ 946,299 | $ 1,560,847 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 220,767 | $ 126,234 |
Aggregate cost | 1,287,795 | |
Disposal gain | $ 813,064 |
Property and Equipment, net (_2
Property and Equipment, net (Details) - Schedule of property and equipment net - Property and Equipment [Member] - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 2,887,886 | $ 4,121,058 |
Less: Accumulated depreciation | (682,802) | (641,136) |
Property and equipment, net | 2,205,084 | 3,479,922 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 721,462 | 1,007,273 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,129,961 | 2,131,945 |
Machinery & equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 92,654 | 84,542 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 153,851 | 127,997 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 91,958 | 71,301 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 698,000 | $ 698,000 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible assets, net [Abstract] | ||
Depreciation expenses | $ 33,100 |
Intangible assets, net (Detai_2
Intangible assets, net (Details) - Schedule of intangible assets net consist - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Intangible assets, net (Details) - Schedule of intangible assets net consist [Line Items] | ||
Total Intangible assets | $ 431,894 | |
Less: Accumulated depreciation | (33,100) | |
Intangible assets, net | 398,794 | |
University relationship [Member] | ||
Intangible assets, net (Details) - Schedule of intangible assets net consist [Line Items] | ||
Total Intangible assets | 377,587 | |
Education license/certificate [Member] | ||
Intangible assets, net (Details) - Schedule of intangible assets net consist [Line Items] | ||
Total Intangible assets | 28,240 | |
In-process course curriculum [Member] | ||
Intangible assets, net (Details) - Schedule of intangible assets net consist [Line Items] | ||
Total Intangible assets | $ 26,067 |
Long Term Investment (Details)
Long Term Investment (Details) | 1 Months Ended |
Dec. 31, 2022 | |
Davis College, Inc. [Member] | |
Long Term Investment (Details) [Line Items] | |
Convertible debt security | 100% |
Long Term Investment (Details)
Long Term Investment (Details) - Schedule of long term investment | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule Of Long Term Investment [Abstract] | |
Balance | |
Acquisition of AEGC (Note 3) | 4,828,123 |
Additional investment | 258,290 |
Balance | $ 5,086,413 |
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 | ||
Accounts payable | $ 91,083 | $ 148,761 |
Student refundable deposits | 1,614,219 | 2,096,073 |
Accrued commission expenses | 159,945 | 233,528 |
Other payables | 255,413 | 482,553 |
Total | $ 2,120,660 | $ 2,960,915 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21% | 21% |
Federal income tax rate | 27% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision for income taxes - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Provision For Income Taxes Abstract | |||
Current | $ 16,459 | $ 13,889 | $ 397,553 |
Deferred | (99,814) | (321,057) | |
Total income tax (recovery) | $ (83,355) | $ (307,168) | $ 397,553 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of statutory income tax rates - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Statutory Income Tax Rates Abstract | |||
Income (loss) before income tax expenses | $ (6,319,471) | $ (1,391,481) | $ 1,409,108 |
BVI statutory income tax rate | |||
Income tax calculated at statutory rate | |||
(Increase) decrease in income tax expense resulting from: | |||
Rate differences in various jurisdictions | 16,459 | 13,889 | 397,553 |
Utilization of loss carryforward | |||
Change in deferred income tax assets due to the U.S. reform | |||
Change in deferred income tax assets due to use of loss carryforward | (99,814) | (321,057) | |
Income tax expense/Effective tax rate | $ (83,355) | $ (307,168) | $ 397,553 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 12 Months Ended | |||||
Apr. 01, 2022 | Nov. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 24, 2021 | |
Capital Stock (Details) [Line Items] | ||||||
Common stock, shares issued (in Shares) | 736,247 | 2,474,843 | ||||
Net proceeds | $ 8,737,634 | |||||
Escrow trust account | $ 200,000 | |||||
Collected amount | $ 200,000 | |||||
Aggregate value | $ 3,455,680 | |||||
Common shares, value | $ 1,250,007 | |||||
Aggregate shares (in Shares) | 365,000 | |||||
Stock options percentage | 25% | |||||
Aggregate intrinsic value | ||||||
Unrecognized compensation cost | $ 123,397 | |||||
Recognized term | 29 days | |||||
Aggregate of granted shares (in Shares) | 875,000 | |||||
Fair value per share (in Dollars per share) | $ 4.1 | $ 4.1 | ||||
Share-based awards, description | These share-based awards have a vesting period of ranging from 1 year to 2 years from the grant date in ranging from 3 equal instalments to 5 equal instalments in the vesting periods. During the year ended September 30, 2022, an aggregate of 640,000 shares were issued to these directors, officers and employees under the November 1, 2021 Grant. | |||||
Restricted stock divided price | $ 30,000 | |||||
Grant of shares | $ 27,000 | $ 27,000 | ||||
Annual bonus shares (in Shares) | 80,000 | 80,000 | ||||
Stock-based compensation expenses | $ 3,455,680 | |||||
Performance-based share (in Shares) | 90,000 | |||||
IPO [Member] | ||||||
Capital Stock (Details) [Line Items] | ||||||
Escrow trust account | $ 200,000 | |||||
Share-Based Awards [Member] | ||||||
Capital Stock (Details) [Line Items] | ||||||
Aggregate shares (in Shares) | 16,247 | |||||
Mr. Gary Pratt [Member] | Ms. Majorie Cowan [Member] | ||||||
Capital Stock (Details) [Line Items] | ||||||
Grant of shares | $ 22,500 | |||||
Acquisition of AEGC [Member] | ||||||
Capital Stock (Details) [Line Items] | ||||||
Common stock, shares issued (in Shares) | 201,614 |
Capital Stock (Details) - Sched
Capital Stock (Details) - Schedule of black-scholes option valuation model, with the following weighted average assumptions | 12 Months Ended |
Sep. 30, 2022 $ / shares | |
Schedule Of Black Scholes Option Valuation Model With The Following Weighted Average Assumptions Abstract | |
Stock price | $ 4.1 |
Exercise price | $ 4.1 |
Expected risk free interest rate | 1.20% |
Expected volatility | 227.90% |
Expected life in years | 5 years |
Expected dividend yield | |
Grant date fair value per option | $ 4.06 |
Capital Stock (Details) - Sch_2
Capital Stock (Details) - Schedule of A continuity schedule of outstanding stock options - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of AContinuity Schedule Of Outstanding Stock Options Abstract | ||
Number of Stock Options, Beginning Balance | 365,000 | |
Weighted Average Exercise Price, Beginning Balance | ||
Number of Stock Options, Granted | 365,000 | |
Weighted Average Exercise Price, Granted | 4.1 | |
Number of Stock Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Stock Options, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Number of Stock Options, Ending Balance | 365,000 | |
Weighted Average Exercise Price, Ending Balance | $ 4.1 |
Capital Stock (Details) - Sch_3
Capital Stock (Details) - Schedule of A continuity schedule of outstanding unvested stock options - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of AContinuity Schedule Of Outstanding Unvested Stock Options Abstract | ||
Number of Unvested Stock Options, Beginning Balance | 91,250 | |
Weighted Average Grant Date Fair Value, Beginning Balance | ||
Number of Unvested Stock Options, Granted | 365,000 | |
Weighted Average Grant Date Fair Value, Granted | 4.06 | |
Number of Unvested Stock Options, Vested | (273,750) | |
Weighted Average Grant Date Fair Value, Vested | 4.06 | |
Number of Unvested Stock Options, Forfeited | ||
Weighted Average Grant Date Fair Value, Forfeited | ||
Number of Unvested Stock Options, Ending Balance | 91,250 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 4.06 |
Capital Stock (Details) - Sch_4
Capital Stock (Details) - Schedule of stock options outstanding and exercisable - November 1, 2021 [Member] | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Grant date | |
Exercisable | shares | 273,750 |
Weighted Average Exercise Price | $ / shares | $ 4.1 |
Weighted Average Remaining Contractual Life (Years) | 9 years 29 days |
Capital Stock (Details) - Sch_5
Capital Stock (Details) - Schedule of stock-based compensation expense - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule Of Stock Based Compensation Expense Abstract | |||
Common share awards | $ 3,455,680 | ||
Stock option awards | 1,357,369 | ||
Total | $ 4,813,049 |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of basic and diluted net earnings per share - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | |||
Net Income (loss) attributable to ordinary shareholders—basic | $ (6,071,229) | $ (1,084,313) | $ 1,011,555 |
Denominator: | |||
Weighted average number of ordinary shares outstanding—basic | 11,010,240 | 9,160,447 | 7,938,000 |
Earning (loss) per share attributable to ordinary shareholders—basic | $ (0.55) | $ (0.12) | $ 0.13 |
Earnings Per Share (Details) _2
Earnings Per Share (Details) - Schedule of basic and diluted net earnings per share (Parentheticals) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Basic And Diluted Net Earnings Per Share Abstract | |||
Net Income (loss) attributable to ordinary shareholders—diluted | $ (6,071,229) | $ (1,084,313) | $ 1,011,555 |
Weighted average number of ordinary shares outstanding—diluted | 11,010,240 | 9,160,447 | 7,938,000 |
Earning (loss) per share attributable to ordinary shareholders—diluted | $ (0.55) | $ (0.12) | $ 0.13 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Jul. 21, 2022 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Settlement agreement amount | $40,000 | |
Consolidated amount | $ 40,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future aggregate minimum lease payments | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule Of Future Aggregate Minimum Lease Payments Abstract | |
2023 | $ 484,739 |
2024 | 469,120 |
2025 and thereafter | 230,461 |
Total future minimum lease payments | 1,184,320 |
Less: imputed interest | (161,262) |
Total operating lease liability | 1,023,058 |
Less: operating lease liability - current | 461,161 |
Total operating lease liability – non current | $ 561,897 |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Related Party Transactions [Abstract] | ||
Related party balances | $ 140,000 | $ 140,000 |
Related Party Transactions an_4
Related Party Transactions and Balances (Details) - Schedule of related parties | 12 Months Ended |
Sep. 30, 2022 | |
Jianbo Zhang [Member] | |
Related Party Transaction [Line Items] | |
Name of related parties | Founder and ultimate controlling shareholder, CEO |
Segmented Information (Details)
Segmented Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
U.S. [Member] | ||
Segmented Information (Details) [Line Items] | ||
Total long-term assets | $ 8,220,921 | $ 4,427,575 |
Long-term assets, percentage | 83% | 100% |
Canada [Member] | ||
Segmented Information (Details) [Line Items] | ||
Total long-term assets | $ 1,712,595 | |
Long-term assets, percentage | 17% |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 01, 2022 |
Davis College, Inc. [Member] | Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Convertible debt, percentage | 100% |