Document And Entity Information
Document And Entity Information | 12 Months Ended |
Sep. 30, 2023 shares | |
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 | 11,998,173 |
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, 2023 |
Document Fiscal Year Focus | 2023 |
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, $0.0016 par value per share |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | true |
Document Financial Statement Restatement Recovery Analysis [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 6413 |
Auditor Name | ZH CPA, LLC |
Auditor Location | Denver, Colorado |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 1209 N. University Blvd |
Entity Address, City or Town | Middletown |
Entity Address, Postal Zip Code | 45042 |
Contact Personnel Name | Jianbo Zhang, CEO |
Entity Address, State or Province | OH |
City Area Code | +1(513) |
Local Phone Number | 649-8350 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 4,966,839 | $ 11,443,059 |
Restricted cash | 338,712 | |
Accounts receivable, net | 36,503 | |
Other receivable | 107,179 | 47,639 |
Prepaid expenses | 2,326,185 | 946,299 |
Inventory | 41,185 | |
Notes receivable | 485,000 | |
Income tax receivable | 894,743 | 1,147,213 |
Total current assets | 8,711,346 | 14,069,210 |
Non-current assets | ||
Property and equipment, net | 2,041,242 | 2,205,084 |
Long term investment | 5,086,413 | |
Deferred income tax assets | 411,934 | |
Intangible assets | 4,686,228 | 398,794 |
Right-of-use assets | 1,117,554 | 976,404 |
Goodwill | 2,652,766 | 854,887 |
Total assets | 19,209,136 | 24,002,726 |
Current liabilities | ||
Accounts payable and other liabilities | 2,121,051 | 2,120,660 |
Student deposits | 46,040 | |
Income tax payable | 1,872 | |
Lease liabilities – current | 559,375 | 461,161 |
Deferred revenue | 4,057,517 | 3,286,350 |
Total current liabilities | 6,879,815 | 6,054,211 |
Non-current liabilities | ||
Lease liabilities – non current | 571,131 | 561,897 |
Deferred income tax liabilities | 824,480 | |
Total liabilities | 8,275,426 | 6,616,108 |
Commitments and contingencies | ||
Common shares subject to redemption | 1,250,000 | |
Shareholders’ equity | ||
Common shares, US$0.0015873 par value, 31,500,000 shares authorized, 11,998,173 and 11,350,704 shares issued and outstanding as of September 30, 2023 and 2022, respectively | 19,045 | 17,697 |
Additional paid-in capital | 18,232,263 | 16,276,866 |
Deficit | (9,071,818) | (2,309,114) |
Accumulated other comprehensive loss | (36,284) | (28,939) |
Total shareholders’ equity | 9,143,206 | 13,956,510 |
Non-controlling interests | 1,790,504 | 2,180,108 |
Total liabilities and shareholders’ equity | 19,209,136 | 24,002,726 |
Related Party | ||
Current liabilities | ||
Due to related party | $ 140,000 | $ 140,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Sep. 30, 2022 |
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 | 11,998,173 | 11,350,704 |
Common stock, shares outstanding | 11,998,173 | 11,350,704 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 5,712,480 | $ 6,330,428 | $ 5,341,850 |
Costs of services | 1,502,255 | 2,021,058 | 1,934,237 |
Gross profit | 4,210,225 | 4,309,370 | 3,407,613 |
Operating costs and expenses: | |||
Selling expenses | 1,018,894 | 952,888 | 1,732,758 |
General and administrative | 10,314,223 | 10,521,551 | 3,148,256 |
Total operating costs and expenses | 11,333,117 | 11,474,439 | 4,881,014 |
Loss from operations | (7,122,892) | (7,165,069) | (1,473,401) |
Other (income) expenses: | |||
Other income | (186,137) | (819,135) | (71,640) |
Interest income | (53,089) | (26,463) | (9,537) |
Foreign exchange gain | (5) | (743) | |
Total other (income) expenses | (239,231) | (845,598) | (81,920) |
Loss before provision for income taxes | (6,883,661) | (6,319,471) | (1,391,481) |
Current income tax expense | 11,590 | 16,459 | 13,889 |
Deferred income tax expense (recovery) | 277,874 | (207,488) | (321,057) |
Income taxes expense (recovery) | 289,464 | (191,029) | (307,168) |
Net loss | (7,173,125) | (6,128,442) | (1,084,313) |
Net loss attributable to non-controlling interest | (410,421) | (164,887) | |
Net loss attributable to common stockholders | (6,762,704) | (5,963,555) | (1,084,313) |
Unrealized foreign currency translation adjustment | (7,345) | (28,939) | |
Comprehensive loss | $ (7,180,470) | $ (6,157,381) | $ (1,084,313) |
Basic net income (loss) per share (in Dollars per share) | $ (0.58) | $ (0.54) | $ (0.12) |
Weighted average number of ordinary shares-basic (in Shares) | 11,655,642 | 11,010,240 | 9,160,447 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | |||
Diluted net income (loss) per share | $ (0.58) | $ (0.54) | $ (0.12) |
Weighted average number of ordinary shares-diluted | 11,655,642 | 11,010,240 | 9,160,447 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity - USD ($) | Common shares | Additional paid-in capital | Subscription receivable | Retained earnings (deficit) | Accumulated other comprehensive loss | Non-controlling interests | Total |
Balance Beginning at Sep. 30, 2020 | $ 12,600 | $ 2,731,273 | $ 4,738,754 | $ 7,482,627 | |||
Balance Beginning (in Shares) at Sep. 30, 2020 | 7,938,000 | ||||||
Net loss | (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 ending at Sep. 30, 2021 | $ 16,528 | 11,464,979 | (200,000) | 3,654,441 | 14,935,948 | ||
Balance ending (in Shares) at Sep. 30, 2021 | 10,412,843 | ||||||
Net loss | (5,963,555) | (164,887) | (6,128,442) | ||||
Receipt of subscription receivable | 200,000 | 200,000 | |||||
Issuance of common shares for acquisition | 7 | 2,344,995 | 2,345,002 | ||||
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 ending at Sep. 30, 2022 | $ 17,697 | 16,276,866 | (2,309,114) | (28,939) | 2,180,108 | $ 16,136,618 | |
Balance ending (in Shares) at Sep. 30, 2022 | 11,350,704 | 11,350,704 | |||||
Net loss | (6,762,704) | (410,421) | $ (7,173,125) | ||||
Share buyback | (7) | (7) | |||||
Share buyback (in Shares) | (201,614) | ||||||
Share-based compensation – common shares | $ 1,348 | 1,898,094 | 1,899,442 | ||||
Share-based compensation – common shares (in Shares) | 849,083 | ||||||
Share-based compensation – stock options | 265,631 | 265,631 | |||||
Acquisition of additional interest in subsidiary | (208,321) | 20,817 | (187,504) | ||||
Currency translation adjustment | (7,345) | (7,345) | |||||
Balance ending at Sep. 30, 2023 | $ 19,045 | $ 18,232,263 | $ (9,071,818) | $ (36,284) | $ 1,790,504 | $ 10,933,710 | |
Balance ending (in Shares) at Sep. 30, 2023 | 11,998,173 | 11,998,173 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Statement of Cash Flows [Abstract] | |||
Net loss | $ (7,173,125) | $ (6,128,442) | $ (1,084,313) |
Adjustments for items not affecting cash: | |||
Depreciation and amortization | 407,013 | 252,097 | 126,234 |
Share-based compensation | 2,165,073 | 4,813,049 | |
Impairment of goodwill | 14,038 | ||
Non-cash lease expenses | (25,643) | 94,698 | |
Deferred income tax expense | 277,874 | (207,488) | (321,057) |
Gain from disposal of fixed assets | (813,064) | (4,000) | |
Changes in operating assets and liabilities | |||
Accounts receivable and other receivable | 217,407 | 118,608 | (5,176) |
Prepaid expenses | (1,323,593) | 614,548 | 71,800 |
Operating lease – lease liabilities and right of use assets | (45,022) | ||
Inventory | (21,170) | ||
Long-term prepaid expenses | 159,382 | ||
Accounts payable & accrued liabilities | (212,817) | (1,320,563) | 1,117,184 |
Deferred revenue | 233,493 | (1,283,314) | 961,426 |
Income tax receivable | 254,342 | 2,293 | (480,866) |
Student deposits | (46,040) | (635,778) | (313,122) |
Net cash provided from (used in) operating activities | (5,252,527) | (4,613,697) | 322,190 |
Cash Flows from Investing Activities: | |||
Purchase of property and equipment | (14,231) | (51,410) | (618,529) |
Collection (addition) of notes receivable | (305,000) | 100,000 | |
Repayment to related parties | (270,000) | ||
Share buyback | (1,250,007) | ||
Acquisition of additional interest in subsidiary | (187,505) | ||
Net cash acquired from (used for) business acquisitions | 574,108 | (1,945,931) | |
Proceeds from sale of fixed assets | 1,920,861 | 4,000 | |
Net cash used in investing activities | (877,635) | (651,480) | (514,529) |
Cash Flows from Financing Activities: | |||
Share issuances, net of issuance costs | 200,000 | 9,321,523 | |
Net cash provided from (used in) financing activities | 200,000 | 9,321,523 | |
Effect of exchange rate changes on cash and cash equivalents | (7,346) | (28,938) | |
Net increase/(decrease) in cash, cash equivalents | (6,137,508) | (5,094,115) | 9,129,184 |
Cash and cash equivalents and restricted cash, beginning of year | 11,443,059 | 16,537,174 | 7,407,990 |
Cash and cash equivalents and restricted cash, end of year | 5,305,551 | 11,443,059 | 16,537,174 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | |||
Interest paid | |||
Income taxes paid | 10,575 | 14,166 | 490,250 |
Non-cash investing activities – acquisition of operating lease right-of-used assets | 561,247 | 574,483 | |
Non-cash investing activities – assumption of operating lease obligation | $ 572,564 | $ 574,483 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Sep. 30, 2023 | |
Organization and Principal Activities [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 education and university education. The Company’s revenue is primarily derived from foreign education programs, university education programs and student accommodation services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2023 | |
Summary of Significant 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 as of September 30, 2023. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Principal Percentage of Date of Place of EpicQuest Education Group International Limited (the “Company” or “EpicQuest”) Investment holding — December 13, 2017 BVI Quest Holdings International LLC (“QHI”) Foreign education programs and student dormitory services 100 % December 19, 2012 Ohio, US Quest International Education Center LLC (“QIE”) Collection of tuition payments from oversea students 100 % January 23, 2017 Ohio, US Highrim Holding International Limited (“ HHI Investing holding 100 % July 9, 2021 BC, Canada Richmond Institute of Language Inc. (“ RIL Academic services for college and university applications 100 % April 18, 2008 BC, Canada Ameri-Can Education Group Corp. (“ Ameri-Can Education services 70 % November 17, 2019 Ohio, US Study Up Center, LLC (“ SUPC Student education assistance 100 % April 27, 2022 Ohio, US Davis College Inc. (“ DC Education services 70 % 1858 Ohio, US Skyward Holding International Limited (“ Skyward Investment holding 100 % June 13, 2023 MB, Canada On November 24, 2021, the Company acquired 70% of Ameri-Can and on January 15, 2022, the Company acquired 80% of RIL and on March 31, 2023 the Company acquired the remaining 20% 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. On December 1, 2022, Ameri-Can exercised its conversion feature in relation to a convertible debt, through which the Ameri-Can acquired 100% ownership of DC. On June 13, 2023, the Company incorporated the new subsidiary Skyward as an investment holding subsidiary. 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. Significant items subject to estimates include, purchase price allocation associated with business combinations, the recoverable amounts of goodwill and indefinite-lived intangible assets, the useful lives of long-lived assets and finite-lived intangible assets and deferred income taxes. Foreign currency and foreign currency translation The Company’s reporting currency is the United States dollar (“US$” or “$”). The US$ is the functional currency of the Company and its subsidiaries of QHI, QIE, HHI, Ameri-Can, SUPC, DC and Skyward. The Canadian dollar (“C$”) is the functional currency of the Company’s subsidiary of RIL. Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the consolidated statements of operations and comprehensive loss. The assets and liabilities of the Company’s subsidiary in the C$, 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 operations and comprehensive loss 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, September 30, Year-end spot rate US$1=C$ 1.3535 US$1=C$ 1.3752 Average rate US$1=C$ 1.3486 US$1=C$ 1.2842* (* 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, restricted cash, accounts receivable and notes receivable. As of September 30, 2023 and 2022, substantially all of the Company’s cash and cash equivalents were held in major financial institutions located in the US and Canada. The Company does not have significant trades receivable related to students as they are required to prepay service fees. Therefore, there was no significant concentration risk for the Company as at September 30, 2023 and 2022. 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. Restricted cash Restricted cash represents the cash that is held by the Department of Education on behalf of DC, in order to meet the financial protection requirement for change of ownership of DC. This amount represents 25% of the Title IV, Higher Education Act (“HEA”) program funds received by DC during its most recently completed fiscal year. 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 the following performance obligations: ● English education programs through the subsidiary of QHI; ● Dorm renewal services offered through the subsidiary of QHI; ● Professional career training programs offered through the subsidiary of DC. ● College education programs offered through the subsidiary of DC. ● Post-education training programs offered through the subsidiary of DC. The transfers of controls of the Company’s English education programs, professional career training programs and college degree education programs occur over time upon the delivery of the services to the students based on the terms of the semester. Therefore, revenues for all these performance obligations are all recognized over time as the students simultaneously receive the services and consume the benefits provided by the Company’s performance of the services. The Company determined it acts as the principal for all the service performance obligations since it is in control of establishing the prices for the specified services, managing the major aspects of the service delivery processes, and assuming the risks of loss for delivery and collection. All services revenues are presented on a gross basis in the consolidated statements of operations and comprehensive loss. Funds received from student prior to provision of our education 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 for English education programs are primarily comprised of the tuition fees paid to our partnered education institution in the US, for the provision of our English language programs. 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. Costs of services for professional career training programs are primarily comprised of salary expenses incurred for instructors and employees that are directly involved in assisting the provisions of the services. Cost of services for college degree education programs and post-education training programs are primarily comprised of fees paid to our partnered education institutions in China for provision of our college degree education programs. 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, restricted cash, accounts receivable, notes receivables, accounts payable and accrued liabilities, due to related party, common shares subject to redemption and lease liabilities. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities and due to related party approximate their fair values due to the short-term nature of these instruments. For lease liabilities, fair value approximates their carrying value at the year-end, as the interest rates used to discount the host contracts approximate market rates. 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, 2023 and 2022. 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 Leasehold improvement Lesser of lease term or economic life $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 loss. 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 Accreditations and licensing n/a Indefinite life Accredited curriculum Straight-line 10 years Articulation agreement Straight-line 5 years Brand related assets n/a Indefinite life Leases The Company adopted ASC 842 – Leases 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. Impairment of long-lived and indefinite-lived assets Long-lived assets, comprised of property and equipment, ROU assets, and intangible assets subject to amortization, are assessed for impairment whenever events or circumstances indicate that their carrying value may not be recoverable. For the purpose of impairment testing, long-lived assets are grouped and tested for recoverability at the lowest level that generates independent cash flows. An impairment loss is recognized when the carrying value of the assets or asset groups is greater than the future projected undiscounted cash flows. The impairment loss is calculated as the excess of the carrying value over the fair value of the asset or asset group. Fair value is based on valuation techniques or third party appraisals. Significant estimates and judgments are applied in determining these cash flows and fair values. Indefinite-lived intangible assets are tested annually for impairment as of September 30, and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment 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 indefinite-lived intangible asset is less than its carrying value. If the qualitative assessment indicates it is not more likely than not that the fair value is less than its carrying value, a quantitative impairment test is not required. Where a quantitative impairment test is required, the procedure is to compare the indefinite-lived intangible asset’s fair value with its carrying amount. An impairment loss is recognized as the difference between the indefinite-lived intangible asset’s carrying amount and its fair value. There were no impairment losses for the years ended September 30, 2023 and 2022. 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. As of September 30, 2023, the Company elected to perform a quantitative assessment directly for its goodwill under RIL’s operation and recorded an impairment of $14,308 to RIL’s goodwill. As of September 30, 2023, the Company performed a qualitative assessment of its goodwill under DC’s operation 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 Recently issued accounting standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The update primarily addresses the accounting for contract assets and contract liabilities from revenue contracts with customers acquired in a business combination. The update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 - Revenue from Contracts with Customers, whereas prior to the adoption of the update, contract assets acquired and contract liabilities assumed in a business combination were recognized at fair value on the acquisition date. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company is required to adopt the new standards for fiscal year ending September 30, 2024. The Company is currently assessing the impact, if any, that ASU 2021-08 would have on its financial position, results of operations or cash flows. Restatement During the year ended September 30, 2023, the Company identified two adjustments related to its previously September 30, 2022 consolidated financial statements filed on January 19, 2023. These two adjustments are: i) a balance sheet reclassification error. The error was due to the 201,613 common shares issued for the acquisition of Ameri-Can (refer to Note 3 below) were redeemable at the option of the seller. The Company incorrectly classified these redeemable shares as equity instead of as financial liability; ii) an error related to an overstatement of its deferred income tax liabilities due to the Company did not offset its net-operating loss (“NOL”) with the deferred income tax liabilities for the same legal entity before providing full valuation allowance for the NOL. The Company has corrected the two errors in the year ended September 30, 2023. The relevant notes, Notes 11, 12,13 and 16, to the consolidated financial statements have been restated to reflect the adjustments disclosed in the restatement. The following table summarizes the effect of the restatement on each financial statement line item as of the date, and for the period, indicated: Consolidated Balance Sheets Year Ended September 30, Year Ended September 30, As Adjustment 1 (US$) Adjustment 2 (US$) As restated Deferred income tax liabilities 107,674 - (107,674 ) - Common shares subject to redemption - 1,250,000 1,250,000 Common shares 18,017 (320 ) 17,697 Additional paid-in-capital 17,526,546 (1,249,680 ) 16,276,866 Deficit (2,416,788 ) - 107,674 (2,309,114 ) Total shareholder’ equity 15,098,836 (1,250,000 ) 107,674 13,956,510 Consolidated Statements of Operations and Comprehensive Loss Year Ended September 30, Year Ended September 30, As Adjustment 2 As restated Deferred income tax recovery (99,814 ) (107,674 ) (207,488 ) Total income tax recovery (83,355 ) (107,674 ) (191,029 ) Net loss (6,236,116 ) 107,674 (6,128,442 ) Net loss attributable to common stockholders (6,071,229 ) 107,674 (5,963,555 ) Total comprehensive loss (6,265,055 ) 107,674 (6,157,381 ) Loss per share (basic and diluted) (0.55 ) 0.01 (0.54 ) Consolidated Statements of Cash flows Year Ended September 30, Year Ended September 30, As reported Adjustment 2 As restated (US$) Net loss (6,236,116 ) 107,674 (6,128,442 ) Adjustments for items not affecting cash: Deferred income tax recovery (99,814 ) (107,674 ) (207,488 ) Adjustment 1 does not have impacts to the consolidated statements of operations and comprehensive loss, loss per share and the consolidated statements of cash flows for the years ended September 30, 2023 and 2022. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2023 | |
Acquisitions [Abstract] | |
Acquisitions | 3 Acquisitions Acquisition of Ameri-Can On November 24, 2021, the Company entered into: (i) a stock purchase agreement with Ameri-Can, and the holders (the “Sellers”) of shares of capital stock of Ameri-Can (the “Stock Purchase Agreement”), and (ii) a subscription agreement with Ameri-Can (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 Ameri-Can for an aggregate purchase price of: (i) $1,250,000 in cash and the issuance of 201,613 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) $2,500,000 in cash to subscribe additional 900 common shares of Ameri-Can. Of the remaining 30% of the equity Ameri-Can, 10% is held by one Seller and represents non-voting and non-dilutable equity. Ameri-Can’s primary asset is a convertible debt with Davis College, Inc., which operates Davis University (formerly Davis College) in Toledo, Ohio, pursuant to which Ameri-Can has the right to convert its convertible debt security into 100% of the shares of Davis College, Inc. prior to December 31, 2022. The acquisition was accounted for as an asset acquisition during the year ended September 30, 2022. The table below sets forth the consideration paid and the allocation of the consideration to the assets and liabilities identified: Consideration paid US$ Share consideration 1,250,000 Cash consideration 3,750,000 Non-controlling interest fair value 2,142,860 Total 7,142,860 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 Due to related parties 296,196 Total liabilities 296,196 Net assets acquired 7,142,860 Acquisition of RIL On January 15, 2022, the Company through it is wholly owned subsidiary, HHI, entered into a share purchase agreement (the “Purchase Agreement”) with Canada EduGlobal Holdings Inc. (“EduGlobal Holdings”), through which HHI acquired 80% common shares (the “Shares”) of RIL from EduGlobal Holdings for a total consideration of C$1,000,000. RIL offers an International Undergraduate Pathways Program (iUPP) and an English for Academic Purposes Program (EAPP), which are articulated to Algoma University (AU). Both institutions of RIL and AU contribute their expertise in academic programming, marketing and recruitment, and student services to support those aspiring to pursue undergraduate studies at Algoma University. The acquisition was accounted for as a business combination. The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the RIL acquisition as at January 15, 2022: Consideration paid C$ 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 546 441 Right-of-use assets 709,283 573,483 Intangible assets 534,167 431,894 Goodwill 1,057,324 854,887 Total assets 2,303,508 1,862,474 Accounts payable 200,000 161,708 Lease liabilities 709,283 573,483 Deferred income tax liabilities 144,225 116,610 Total liabilities 1,053,508 851,801 Net assets acquired 1,250,000 1,010,673 In addition to the Purchase Agreement, HHI entered into a shareholder agreement (the “Shareholders Agreement”) and an option agreement (the “Option Agreement”) with EduGlobal Holdings concurrently on January 15, 2022. Pursuant to the Shareholder Agreement, HHI agreed to invest a total of C$3.0 million over a two-year period to RIL by way of capital contribution (the “Capital Contribution”). In the event that HHI breached its obligations to make the foregoing Capital Contribution, EduGlobal Holdings, pursuant to the Option Agreement, had the option to repurchase the Shares for an aggregate price of C$100. In addition, according to the Option Agreement, on the three-year anniversary of the agreement, if RIL had not achieved certain financial and student enrollment metrics, HHI had the right to sell the Shares back to EduGlobal Holdings for an amount equal to C$1.0 million plus the sum of the Capital Contribution made, up to an additional C$3.0 million. On March 31, 2023, HHI and EduGlobal Holdings entered into a new share purchase and sale agreement (the “2023 Purchase Agreement”) pursuant to which HHI acquired the remaining 20% of the issued and outstanding shares of RIL from EduGlobal Holdings for a purchase price of US$187,505 (C$250,000). In connection with the 2023 Purchase Agreement, the parties terminated the Shareholders Agreement and Option Agreement. In connection with the original Purchase Agreement, RIL entered into a three-year employment contract with the principal of EduGlobal Holdings to serve as chief executive officer of RIL at an annual salary of C$200,000. As part of the 2023 Purchase Agreement, the foregoing employment agreement was terminated and RIL paid severance of C$100,000, plus earned and carried forward vacation pay during the employment and the vacation pay to be accrued for additional six months to the principal of EduGlobal Holdings. The acquisition of the additional 20% of RIL is treated as an equity transaction since the Company had control over RIL before the acquisition already. The acquisition of the additional 20% ownership did not change the existing control relationship between the Company and RIL. This equity transaction resulted in a decrease of $208,321 to additional paid-in-capital and an increase of $20,817 to non-controlling interest. Acquisition of DC On December 1, 2022, the Company exercised its right and converted its convertible debt security into 100% of the shares of DC. Refer to “ Acquisition of Ameri-Can The acquisition was accounted for as a business combination. The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the DC acquisition as at December 1, 2022: Consideration paid US$ Carrying value of convertible debt (Note 7) 5,603,529 Total 5,603,529 Assets acquired and liabilities assumed Cash and cash equivalents 594,907 Accounts receivable 313,450 Inventory 32,716 Prepaid 43,591 Property and equipment 36,747 ROU 577,821 Intangible assets 4,479,627 Goodwill 1,811,917 Total assets 7,890,776 Accounts payable 213,212 Deferred revenue 537,674 Lease liabilities 577,821 Deferred income tax liabilities 958,540 Total liabilities 2,287,247 Net assets acquired 5,603,529 Goodwill relates to benefits expected from the acquisition of DC’s business, its assembled workforce as well as anticipated synergies from applying the Company’s educational expertise and transactional capabilities to DC’s existing structure. The transaction is considered a non-taxable business combination and the goodwill is not deductible for tax purposes. The following is the financial information from Acquisiton date to September 30, 2023 and the comparative pro forma financial information of the acquiree, DC: From December 1, For the year ended US$ US$ Revenue 1,766,100 1,800,362 Net loss 606,686 691,863 There are no material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and loss. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses [Abstract] | |
Prepaid Expenses | 4 Prepaid Expenses Prepaid expenses consist of the following: September 30, September 30, US$ US$ Prepaid tuition fees to Miami University 258,248 - Prepaid fees to Renda for Beijing office expenses 1,073,429 769,717 Prepaid fees to Beijing University Graduate School of Education 621,420 - Prepaid insurance 106,067 70,517 Security deposit 104,713 - Other prepaid expenses 162,308 106,065 Total 2,326,185 946,299 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 costs of services when such fees are incurred based on the actual costs incurred by Renda on behalf of the Company’s Beijing office. Prepaid fees to Beijing University Graduate School of Education (“BUGSE”) represent tuition fees that the Company paid to BUGSE for services that have yet to be provided by BUGSE. The Company has entered into a training agreement with BUGSE, pursuant to which BUGSE will provide some International Innovation Talent Training (“IIT”) courses to students of the Company. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Sep. 30, 2023 | |
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 721,462 721,462 Buildings 1,129,961 1,129,961 Machinery & equipment 1,974,266 92,654 Vehicles 153,851 153,851 Furniture and fixtures 154,804 91,958 Software 870,727 698,000 Leasehold improvement 17,329 - Total 5,022,400 2,887,886 Less: Accumulated depreciation $ (2,981,158 ) $ (682,802 ) Property and equipment, net 2,041,242 2,205,084 Depreciation expenses was recorded in general and administrative expense. The Company recorded depreciation expenses of US$214,820 and US$220,767 for the year ended September 30, 2023 and 2022, 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 $813,064 was recognized as a result of this disposal. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Sep. 30, 2023 | |
Intangible assets [Abstract] | |
Intangible assets, net | 6. Intangible assets, net Intangible assets, net consist of the following: September 30, September 30, US$ US$ University relationship 377,587 377,587 Education license/certificate 28,240 28,240 In-process course curriculum 26,067 26,067 Accreditations and licensing* 2,202,793 - Accredited curriculum 1,670,461 - Articulation agreement 53,793 - Brand related assets* 552,580 - Total 4,911,521 431,894 Less: Accumulated depreciation (225,293 ) (33,100 ) Intangible assets, net 4,686,228 398,794 * (Indefinite-lived assets, not subject to amortization) Depreciation expenses was recorded in general and administrative expense. The Company recorded depreciation expenses of US$192,193 and US$33,100 for the year ended September 30, 2023 and 2022, respectively. |
Long Term Investment
Long Term Investment | 12 Months Ended |
Sep. 30, 2023 | |
Long Term Investment [Abstract] | |
Long term investment | 7. Long term investment Long term investment represents the Company’s convertible debt (receivable) due from Davis College Inc. Pursuant to the convertible debt agreement between the Company and Davis College Inc., the Company has the right to convert its convertible debt security into 100% of the shares of Davis College, Inc. prior to December 31, 2022. The table below outlines the movement of long-term investment: US$ As of September 30, 2021 - Acquisition of Ameri-Can (Note 3) 4,828,123 Additional investment 258,290 Balance as of September 30, 2022 $ 5,086,413 Interest accrued 32,116 Additional investment 485,000 Exercise of conversion feature (Note 3) (5,603,529 ) Balance as of September 30, 2023 $ - |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Sep. 30, 2023 | |
Accounts Payable and Accrued Liabilities [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 210,100 91,083 Student refundable deposits 1,407,121 1,614,219 Accrued commission expenses 269,621 159,945 Other payables 234,209 255,413 Total 2,121,051 2,120,660 |
Student Deposits
Student Deposits | 12 Months Ended |
Sep. 30, 2023 | |
Student Deposits [Abstract] | |
Student Deposits | 9. Student Deposits Student deposits represented application deposits and dormitory fees prepaid by students during the years ended September 30, 2022. 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 admitted students who decide to take online courses at home. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Sep. 30, 2023 | |
Deferred Revenue [Abstract] | |
Deferred revenue | 10. Deferred revenue The movement of deferred revenue is as follows: September 30, September 30, US$ US$ Opening balance 3,286,350 4,569,664 Additional deferred revenue accrual 4,530,733 3,219,950 Revenue release from deferred revenue (3,759,566 ) (4,503,264 ) Ending Balance 4,057,517 3,286,350 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 11. 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 2023 (2022: 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 11,590 16,459 13,889 Deferred 277,874 (207,488 ) (321,057 ) Total income tax (recovery) 289,464 (191,029 ) (307,168 ) 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 (6,883,661 ) (6,319,471 ) (1,391,481 ) BVI statutory income tax rate - % - % - % Income tax calculated at statutory rate - - - (Increase) decrease in income tax expense resulting from: Rate differences in various jurisdictions 11,590 16,459 13,889 Change in deferred income tax assets due to use of loss carryforward or valuation allowance 277,874 (207,488 ) (321,057 ) Income tax expense/Effective tax rate 289,464 (191,029 ) (307,168 ) Income tax receivable balance as of September 30, 2023 and 2022 represent amounts 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. The tax effects of temporary differences that give rise to significant deferred tax assets and deferred tax liabilities were as follows: September 30, September 30, Deferred income tax assets US$ US$ Net operating losses 2,562,127 408,481 Lease liabilities 261,464 246,502 Ending Balance 2,823,591 654,983 Deferred income tax liabilities US$ US$ Intangible assets (1,005,360 ) (107,674 ) Right-of-use assets (259,331 ) (237,716 ) Ending Balance (1,264,691 ) (345,390 ) Net deferred income tax assets (liabilities) before valuation allowance 1,558,900 309,593 Valuation allowance (2,383,380 ) (309,593 ) Net deferred income tax assets (liabilities) (824,480 ) - As of September 30, 2023, the Company had $1,886,974 unrecognized net operation loss in US that can be carried forward indefinitely and had $675,153 unrecognized non-capital loss in Canada that can be carried forward for 20 years until 2042 to 2043. 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. |
Capital Stock
Capital Stock | 12 Months Ended |
Sep. 30, 2023 | |
Capital Stock [Abstract] | |
Capital Stock | 12. 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 Ameri-Can (Note 3). The value of $1,250,000 of the common shares was determined based on the share price agreed upon at the closing date, which was November 24, 2021. The shares were redeemable at the option of the Seller of Ameri-Can until one year anniversary of the acquisition date, being November 24, 2022. Upon the Seller’s redemption, the Company is required to buy back the 201,614 common shares at the same price of $1,250,000. The Company presented the 201,614 redeemable common shares as financial liability in temporary equity account. During the year ended September 30, 2023, the Company issued 699,083 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, 2023, the Company issued 150,000 common shares for certain consulting services. The value of $244,500 of the common shares was recognized in the year ended September 30, 2023. During the year ended September 30, 2023, the Seller of Ameri-Can exercised its redemption option and therefore the Company repurchased the 201,614 common shares that it previously issued for the acquisition of Ameri-Can (see above). The Company paid cash consideration of $1,250,000 for the repurchase and the amount is debited from the share capital for the year ended September 30, 2023. 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, 2023, the Company granted stock options under the Stock Incentive Plan to certain officers to purchase an aggregate of 90,000 (2022: 365,000; 2021: nil The fair values of these stock options were estimated at the dates of grant, which is December 30, 2022 for stock options granted in fiscal 2023 and November 1, 2021 for stock options granted in fiscal 2022, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions: September 30, September 30, Stock price $ 2.21 $ 4.10 Exercise price $ 2.21 $ 4.10 Expected risk free interest rate 3.99 % 1.20 % Expected volatility 174.20 % 227.90 % Expected life in years 5 5 Expected dividend yield nil nil Grant date fair value per option $ 2.11 $ 4.06 A continuity schedule of outstanding stock options at September 30, and the changes during the periods, is as follows: Number of Weighted US$ Balance, September 30, 2021 - - Granted 365,000 4.10 Exercised - - Forfeited - - Balance, September 30, 2022 365,000 4.10 Granted 90,000 2.21 Exercised - - Forfeited - - Balance, September 30, 2023 455,000 3.73 A continuity schedule of outstanding unvested stock options at September 30, and the changes during the periods, is as follows: Number of Weighted US$ Balance, September 30, 2021 - - Granted 365,000 4.06 Vested (273,750 ) 4.06 Forfeited - - Balance, September 30, 2022 91,250 4.06 Granted 90,000 2.11 Vested (158,750 ) 3.30 Forfeited - - Balance, September 30, 2023 22,500 2.11 At September 30, 2023, 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, 2023: Exercisable Weighted Weighted US$ Grant date November 1, 2021 365,000 4.10 8.08 December 30, 2022 67,500 2.21 9.25 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 compensations to its directors (the “November 1, 2021 Director Grant”): (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. (e) During the year ended September 30, 2023, the Company issued the remaining 185,000 shares of the November 1, 2021 Gant (see (a) above) pursuant to its vesting schedule. (f) During the year ended September 30, 2023, the Company issued the remaining 71,519 shares of the November 1, 2021 Director Grant (see (b) above) pursuant to its vesting schedule. (g) During the year ended September 30, 2023, the Company approved the granting to its directors of a number of restricted stock equal to $34,421 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. As of September 30, 2023, the related shares have not been issued. (h) During the year ended September 30, 2023, the Company granted an aggregate of 360,000 share-based awards with a fair value of $2.21 per share, determined using the share price at the date of grant of December 31, 2022 to the Company’s Chief Executive Officer and Chief Financial Officer. These share-based awards vest in 4 equal instalments over each of the quarter end of the fiscal year. During the year ended September 30, 2023, an aggregate of 360,000 shares have already been issued to the Chief Executive Officer and Chief Financial Officer. (i) During the year ended September 30, 2023, the Company granted an aggregate of 80,000 share-based awards with a fair value of $1.63 per share, determined using the share price at the date of grant of February 7, 2023, to certain officers of the Company. These share-based awards vest in 4 equal instalments over each of the quarter end of the fiscal year. During the year ended September 30, 2023, all of the 80,000 shares have already been issued to these officers. (j) During the year ended September 30, 2023, the Company granted 300,000 share-based awards with a fair value of $1.63 per share, determined using the share price at the date of grant of February 7, 2023, to a consultant of the Company. These share-based awards vest according to the percentage of the consulting services rendered to the Company. As of September 30, 2023, only 50% of the services have been rendered to the Company. Therefore, only 150,000 shares have been issued to the consultant during the year ended September 30, 2023. (k) In addition, on February 7, 2023, the Company granted share-based awards with value equal to US$3,846 (RMB27,000) divided by the closing price of February 7, 2023 to an employee. Accordingly, 2,564 shares were issued to the employee during the year ended September 30, 2023. The total amount of stock-based compensation expenses in relation to awards (e) to (k) above is $1,899,442 for the year ended September 30, 2023. A summary of stock-based compensation expense for the years ended September 30 2023, 2022 and 2021 is as follows: September 30, September 30, September 30, US$ US$ US$ Common share awards 1,899,442 3,455,680 - Stock option awards 265,631 1,357,369 - Total 2,165,073 4,813,049 - |
Loss Per Share
Loss Per Share | 12 Months Ended |
Sep. 30, 2023 | |
Loss Per Share [Abstract] | |
Loss per share | 13. Loss per share Basic and diluted net loss per share for each of the years presented are calculated as follows: September 30, September 30, September 30, US$ US$ US$ Numerator: Net loss attributable to ordinary shareholders—basic and diluted (6,762,704 ) (5,963,555 ) (1,084,313 ) Denominator: Weighted average number of ordinary shares outstanding—basic and diluted 11,655,642 11,010,240 9,160,447 Loss per share attributable to ordinary shareholders —basic and diluted (0.58 ) (0.54 ) (0.12 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 14. 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 and the common shares subject to redemption (note 12), the Company does not have significant commitments, long-term obligations, or guarantees as of September 30, 2023 and 2022. Operating lease The future aggregate minimum lease payments under the non-cancellable residential apartment building operating lease are as follows: 2024 $ 642,604 2025 373,941 2026 and thereafter 247,537 Total future minimum lease payments $ 1,264,082 Less: imputed interest (133,576 ) Total operating lease liability $ 1,130,506 Less: operating lease liability - current 559,375 Total operating lease liability – non current $ 571,131 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 fiscal 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, 2023 | |
Related Party Transactions and Balances [Abstract] | |
Related Party Transactions and Balances | 15. 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 $140,000 as of September 30, 2023 and 2022 relate to IPO costs paid by Jianbo Zhang on behalf of the Company. The related party balance is unsecured, non-interest bearing and due on demand. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segmented Reporting | 16. Segment Reporting During the year ended September 30, 2023, the Company operated in two primary reportable segments, which were the foreign language education and the professional training programs. Other business activities that are currently not classified as a reportable segment is combined in the category of “Other”, which includes the results of HHI, RIL and Skyward. Foreign Professional Other Total US$ US$ US$ US$ Revenue 3,946,380 1,766,100 - 5,712,480 Costs of services 837,055 665,200 - 1,502,255 Selling expenses and general administrative 5,242,103 2,053,130 1,465,798 8,761,031 Segment loss 2,132,778 952,230 1,465,798 4,550,806 Depreciation expense 407,013 Stock-based compensation expense 2,165,073 Other income (186,137 ) Interest income (53,089 ) Foreign exchange gain (5 ) Loss before income taxes 6,883,661 Income taxes 289,464 Net loss 7,173,125 Segmented assets 8,414,389 8,540,087 2,254,660 19,209,136 Goodwill allocation - 1,811,917 840,849 2,652,766 During the years ended September 30, 2022 and 2021, the Company operated in a single reportable segment, which in the business of foreign language education. The Company’s revenue was derived from its US subsidiary, QHI, during the years ended September 30, 2022 and 2021. As at September 30, 2023, long-term assets located in the U.S. and Canada were $8,852,343 or 84%, and $1,645,447 or 16% of the Company’s total long-term assets. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company has evaluated the impact of events that have occurred subsequent to September 30, 2023, 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: i) On November 17, 2023, the Company incorporated a wholly owned subsidiary, which is Gilmore INV LLC (“Gilmore”) in Ohio. Gilmore owns 40% of SouthGilmore LLC (“SouthGilmore”), which was incorporated on November 20, 2023 in Ohio. On November 23, 2023, SouthGilmore entered into an agreement (the “Agreement”) with Argentine Football Association (the “AFA”), pursuant to which the parties agreed that two international friendly matches will take place between March 18-26, 2024 between the Argentine men’s national soccer team and similar opponents in China. Pursuant to the Agreement, SouthGilmore agreed to pay the AFA a total of $15.0 million, of which $7.5 million was paid in November 2023 in connection with the execution of the Agreement, the remaining $7.5 million is expected to be paid in February 2024. In addition, pursuant to the Agreement, SouthGilmore agreed to assume the costs and obligations related to stadium charges, security, ticketing and all other matters generally related to the organization of the games. ii) On November 22, 2023, the Company sold one of its lands, which is with a carrying value of $280,000 and located in Butler County, Ohio, for a sales price of $875,000. iii) On December 26, 2023, the Company completed a unit offering private placement and issued 400,000 units with unit price of $2.00, raising total gross proceeds of $800,000. Each unit contains one share and one warrant. Each warrant is exercisable into one share at an exercise price of $2.00/share within 5 years from the issuance date. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Sep. 30, 2023 | |
Summary of Significant 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 as of September 30, 2023. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Principal Percentage of Date of Place of EpicQuest Education Group International Limited (the “Company” or “EpicQuest”) Investment holding — December 13, 2017 BVI Quest Holdings International LLC (“QHI”) Foreign education programs and student dormitory services 100 % December 19, 2012 Ohio, US Quest International Education Center LLC (“QIE”) Collection of tuition payments from oversea students 100 % January 23, 2017 Ohio, US Highrim Holding International Limited (“ HHI Investing holding 100 % July 9, 2021 BC, Canada Richmond Institute of Language Inc. (“ RIL Academic services for college and university applications 100 % April 18, 2008 BC, Canada Ameri-Can Education Group Corp. (“ Ameri-Can Education services 70 % November 17, 2019 Ohio, US Study Up Center, LLC (“ SUPC Student education assistance 100 % April 27, 2022 Ohio, US Davis College Inc. (“ DC Education services 70 % 1858 Ohio, US Skyward Holding International Limited (“ Skyward Investment holding 100 % June 13, 2023 MB, Canada On November 24, 2021, the Company acquired 70% of Ameri-Can and on January 15, 2022, the Company acquired 80% of RIL and on March 31, 2023 the Company acquired the remaining 20% 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. On December 1, 2022, Ameri-Can exercised its conversion feature in relation to a convertible debt, through which the Ameri-Can acquired 100% ownership of DC. On June 13, 2023, the Company incorporated the new subsidiary Skyward as an investment holding subsidiary. |
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. Significant items subject to estimates include, purchase price allocation associated with business combinations, the recoverable amounts of goodwill and indefinite-lived intangible assets, the useful lives of long-lived assets and finite-lived intangible assets and deferred income taxes. |
Foreign currency and foreign currency translation | Foreign currency and foreign currency translation The Company’s reporting currency is the United States dollar (“US$” or “$”). The US$ is the functional currency of the Company and its subsidiaries of QHI, QIE, HHI, Ameri-Can, SUPC, DC and Skyward. The Canadian dollar (“C$”) is the functional currency of the Company’s subsidiary of RIL. Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the consolidated statements of operations and comprehensive loss. The assets and liabilities of the Company’s subsidiary in the C$, 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 operations and comprehensive loss 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, September 30, Year-end spot rate US$1=C$ 1.3535 US$1=C$ 1.3752 Average rate US$1=C$ 1.3486 US$1=C$ 1.2842* (* For period from January 15, 2022, acquisition date, to September 30, 2022 |
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, restricted cash, accounts receivable and notes receivable. As of September 30, 2023 and 2022, substantially all of the Company’s cash and cash equivalents were held in major financial institutions located in the US and Canada. The Company does not have significant trades receivable related to students as they are required to prepay service fees. Therefore, there was no significant concentration risk for the Company as at September 30, 2023 and 2022. |
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. |
Restricted cash | Restricted cash Restricted cash represents the cash that is held by the Department of Education on behalf of DC, in order to meet the financial protection requirement for change of ownership of DC. This amount represents 25% of the Title IV, Higher Education Act (“HEA”) program funds received by DC during its most recently completed fiscal year. |
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 the following performance obligations: ● English education programs through the subsidiary of QHI; ● Dorm renewal services offered through the subsidiary of QHI; ● Professional career training programs offered through the subsidiary of DC. ● College education programs offered through the subsidiary of DC. ● Post-education training programs offered through the subsidiary of DC. The transfers of controls of the Company’s English education programs, professional career training programs and college degree education programs occur over time upon the delivery of the services to the students based on the terms of the semester. Therefore, revenues for all these performance obligations are all recognized over time as the students simultaneously receive the services and consume the benefits provided by the Company’s performance of the services. The Company determined it acts as the principal for all the service performance obligations since it is in control of establishing the prices for the specified services, managing the major aspects of the service delivery processes, and assuming the risks of loss for delivery and collection. All services revenues are presented on a gross basis in the consolidated statements of operations and comprehensive loss. Funds received from student prior to provision of our education 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 for English education programs are primarily comprised of the tuition fees paid to our partnered education institution in the US, for the provision of our English language programs. 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. Costs of services for professional career training programs are primarily comprised of salary expenses incurred for instructors and employees that are directly involved in assisting the provisions of the services. Cost of services for college degree education programs and post-education training programs are primarily comprised of fees paid to our partnered education institutions in China for provision of our college degree education programs. |
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, restricted cash, accounts receivable, notes receivables, accounts payable and accrued liabilities, due to related party, common shares subject to redemption and lease liabilities. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities and due to related party approximate their fair values due to the short-term nature of these instruments. For lease liabilities, fair value approximates their carrying value at the year-end, as the interest rates used to discount the host contracts approximate market rates. 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, 2023 and 2022. |
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 Leasehold improvement Lesser of lease term or economic life $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 loss. |
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 Accreditations and licensing n/a Indefinite life Accredited curriculum Straight-line 10 years Articulation agreement Straight-line 5 years Brand related assets n/a Indefinite life |
Leases | Leases The Company adopted ASC 842 – Leases 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. |
Impairment of long-lived and indefinite-lived assets | Impairment of long-lived and indefinite-lived assets Long-lived assets, comprised of property and equipment, ROU assets, and intangible assets subject to amortization, are assessed for impairment whenever events or circumstances indicate that their carrying value may not be recoverable. For the purpose of impairment testing, long-lived assets are grouped and tested for recoverability at the lowest level that generates independent cash flows. An impairment loss is recognized when the carrying value of the assets or asset groups is greater than the future projected undiscounted cash flows. The impairment loss is calculated as the excess of the carrying value over the fair value of the asset or asset group. Fair value is based on valuation techniques or third party appraisals. Significant estimates and judgments are applied in determining these cash flows and fair values. Indefinite-lived intangible assets are tested annually for impairment as of September 30, and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment 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 indefinite-lived intangible asset is less than its carrying value. If the qualitative assessment indicates it is not more likely than not that the fair value is less than its carrying value, a quantitative impairment test is not required. Where a quantitative impairment test is required, the procedure is to compare the indefinite-lived intangible asset’s fair value with its carrying amount. An impairment loss is recognized as the difference between the indefinite-lived intangible asset’s carrying amount and its fair value. There were no impairment losses for the years ended September 30, 2023 and 2022. |
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. As of September 30, 2023, the Company elected to perform a quantitative assessment directly for its goodwill under RIL’s operation and recorded an impairment of $14,308 to RIL’s goodwill. As of September 30, 2023, the Company performed a qualitative assessment of its goodwill under DC’s operation 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 |
Recently issued accounting standards | Recently issued accounting standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The update primarily addresses the accounting for contract assets and contract liabilities from revenue contracts with customers acquired in a business combination. The update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 - Revenue from Contracts with Customers, whereas prior to the adoption of the update, contract assets acquired and contract liabilities assumed in a business combination were recognized at fair value on the acquisition date. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company is required to adopt the new standards for fiscal year ending September 30, 2024. The Company is currently assessing the impact, if any, that ASU 2021-08 would have on its financial position, results of operations or cash flows. |
Restatement | Restatement During the year ended September 30, 2023, the Company identified two adjustments related to its previously September 30, 2022 consolidated financial statements filed on January 19, 2023. These two adjustments are: i) a balance sheet reclassification error. The error was due to the 201,613 common shares issued for the acquisition of Ameri-Can (refer to Note 3 below) were redeemable at the option of the seller. The Company incorrectly classified these redeemable shares as equity instead of as financial liability; ii) an error related to an overstatement of its deferred income tax liabilities due to the Company did not offset its net-operating loss (“NOL”) with the deferred income tax liabilities for the same legal entity before providing full valuation allowance for the NOL. The Company has corrected the two errors in the year ended September 30, 2023. The relevant notes, Notes 11, 12,13 and 16, to the consolidated financial statements have been restated to reflect the adjustments disclosed in the restatement. The following table summarizes the effect of the restatement on each financial statement line item as of the date, and for the period, indicated: Consolidated Balance Sheets Year Ended September 30, Year Ended September 30, As Adjustment 1 (US$) Adjustment 2 (US$) As restated Deferred income tax liabilities 107,674 - (107,674 ) - Common shares subject to redemption - 1,250,000 1,250,000 Common shares 18,017 (320 ) 17,697 Additional paid-in-capital 17,526,546 (1,249,680 ) 16,276,866 Deficit (2,416,788 ) - 107,674 (2,309,114 ) Total shareholder’ equity 15,098,836 (1,250,000 ) 107,674 13,956,510 Consolidated Statements of Operations and Comprehensive Loss Year Ended September 30, Year Ended September 30, As Adjustment 2 As restated Deferred income tax recovery (99,814 ) (107,674 ) (207,488 ) Total income tax recovery (83,355 ) (107,674 ) (191,029 ) Net loss (6,236,116 ) 107,674 (6,128,442 ) Net loss attributable to common stockholders (6,071,229 ) 107,674 (5,963,555 ) Total comprehensive loss (6,265,055 ) 107,674 (6,157,381 ) Loss per share (basic and diluted) (0.55 ) 0.01 (0.54 ) Consolidated Statements of Cash flows Year Ended September 30, Year Ended September 30, As reported Adjustment 2 As restated (US$) Net loss (6,236,116 ) 107,674 (6,128,442 ) Adjustments for items not affecting cash: Deferred income tax recovery (99,814 ) (107,674 ) (207,488 ) Adjustment 1 does not have impacts to the consolidated statements of operations and comprehensive loss, loss per share and the consolidated statements of cash flows for the years ended September 30, 2023 and 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Subsidiaries | The consolidated financial statements include the financial statements of the Company and its subsidiaries as of September 30, 2023. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Principal Percentage of Date of Place of EpicQuest Education Group International Limited (the “Company” or “EpicQuest”) Investment holding — December 13, 2017 BVI Quest Holdings International LLC (“QHI”) Foreign education programs and student dormitory services 100 % December 19, 2012 Ohio, US Quest International Education Center LLC (“QIE”) Collection of tuition payments from oversea students 100 % January 23, 2017 Ohio, US Highrim Holding International Limited (“ HHI Investing holding 100 % July 9, 2021 BC, Canada Richmond Institute of Language Inc. (“ RIL Academic services for college and university applications 100 % April 18, 2008 BC, Canada Ameri-Can Education Group Corp. (“ Ameri-Can Education services 70 % November 17, 2019 Ohio, US Study Up Center, LLC (“ SUPC Student education assistance 100 % April 27, 2022 Ohio, US Davis College Inc. (“ DC Education services 70 % 1858 Ohio, US Skyward Holding International Limited (“ Skyward Investment holding 100 % June 13, 2023 MB, Canada |
Schedule of Foreign Currency Exchange Translation | The following are the exchange rates that were used in translating RIL’s financial statements into the consolidated financial statements: September 30, September 30, Year-end spot rate US$1=C$ 1.3535 US$1=C$ 1.3752 Average rate US$1=C$ 1.3486 US$1=C$ 1.2842* (* For period from January 15, 2022, acquisition date, to September 30, 2022 |
Schedule of Property and Equipment | 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 Leasehold improvement Lesser of lease term or economic life $Nil |
Schedule of Intangible Assets Estimated Useful Lives | Amortization is recognized in net earnings on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives are: Asset Basis Rate / term University relationship Straight-line 10 years Education license/certificate Straight-line 5 years In-process course curriculum Straight-line 5 years Accreditations and licensing n/a Indefinite life Accredited curriculum Straight-line 10 years Articulation agreement Straight-line 5 years Brand related assets n/a Indefinite life |
Schedule of Consolidated Balance Sheets | Consolidated Balance Sheets Year Ended September 30, Year Ended September 30, As Adjustment 1 (US$) Adjustment 2 (US$) As restated Deferred income tax liabilities 107,674 - (107,674 ) - Common shares subject to redemption - 1,250,000 1,250,000 Common shares 18,017 (320 ) 17,697 Additional paid-in-capital 17,526,546 (1,249,680 ) 16,276,866 Deficit (2,416,788 ) - 107,674 (2,309,114 ) Total shareholder’ equity 15,098,836 (1,250,000 ) 107,674 13,956,510 |
Schedule of Consolidated Statements of Operations and Comprehensive Loss | Consolidated Statements of Operations and Comprehensive Loss Year Ended September 30, Year Ended September 30, As Adjustment 2 As restated Deferred income tax recovery (99,814 ) (107,674 ) (207,488 ) Total income tax recovery (83,355 ) (107,674 ) (191,029 ) Net loss (6,236,116 ) 107,674 (6,128,442 ) Net loss attributable to common stockholders (6,071,229 ) 107,674 (5,963,555 ) Total comprehensive loss (6,265,055 ) 107,674 (6,157,381 ) Loss per share (basic and diluted) (0.55 ) 0.01 (0.54 ) |
Schedule of Consolidated Statements of Cash flows | Consolidated Statements of Cash flows Year Ended September 30, Year Ended September 30, As reported Adjustment 2 As restated (US$) Net loss (6,236,116 ) 107,674 (6,128,442 ) Adjustments for items not affecting cash: Deferred income tax recovery (99,814 ) (107,674 ) (207,488 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Acquisitions (Tables) [Line Items] | |
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed | The acquisition was accounted for as an asset acquisition during the year ended September 30, 2022. 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 1,250,000 Cash consideration 3,750,000 Non-controlling interest fair value 2,142,860 Total 7,142,860 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 Due to related parties 296,196 Total liabilities 296,196 Net assets acquired 7,142,860 |
Schedule of Pro Forma Financial Information | The following is the financial information from Acquisiton date to September 30, 2023 and the comparative pro forma financial information of the acquiree, DC: From December 1, For the year ended US$ US$ Revenue 1,766,100 1,800,362 Net loss 606,686 691,863 |
Acquisition of RIL [Member] | |
Acquisitions (Tables) [Line Items] | |
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed | The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the RIL acquisition as at January 15, 2022: Consideration paid C$ 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 546 441 Right-of-use assets 709,283 573,483 Intangible assets 534,167 431,894 Goodwill 1,057,324 854,887 Total assets 2,303,508 1,862,474 Accounts payable 200,000 161,708 Lease liabilities 709,283 573,483 Deferred income tax liabilities 144,225 116,610 Total liabilities 1,053,508 851,801 Net assets acquired 1,250,000 1,010,673 |
Acquisition of DC [Member] | |
Acquisitions (Tables) [Line Items] | |
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed | The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the DC acquisition as at December 1, 2022: Consideration paid US$ Carrying value of convertible debt (Note 7) 5,603,529 Total 5,603,529 Assets acquired and liabilities assumed Cash and cash equivalents 594,907 Accounts receivable 313,450 Inventory 32,716 Prepaid 43,591 Property and equipment 36,747 ROU 577,821 Intangible assets 4,479,627 Goodwill 1,811,917 Total assets 7,890,776 Accounts payable 213,212 Deferred revenue 537,674 Lease liabilities 577,821 Deferred income tax liabilities 958,540 Total liabilities 2,287,247 Net assets acquired 5,603,529 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses consist of the following: September 30, September 30, US$ US$ Prepaid tuition fees to Miami University 258,248 - Prepaid fees to Renda for Beijing office expenses 1,073,429 769,717 Prepaid fees to Beijing University Graduate School of Education 621,420 - Prepaid insurance 106,067 70,517 Security deposit 104,713 - Other prepaid expenses 162,308 106,065 Total 2,326,185 946,299 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment Net | Property and equipment, net consist of the following: September 30, September 30, US$ US$ Land 721,462 721,462 Buildings 1,129,961 1,129,961 Machinery & equipment 1,974,266 92,654 Vehicles 153,851 153,851 Furniture and fixtures 154,804 91,958 Software 870,727 698,000 Leasehold improvement 17,329 - Total 5,022,400 2,887,886 Less: Accumulated depreciation $ (2,981,158 ) $ (682,802 ) Property and equipment, net 2,041,242 2,205,084 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Intangible assets [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net consist of the following: September 30, September 30, US$ US$ University relationship 377,587 377,587 Education license/certificate 28,240 28,240 In-process course curriculum 26,067 26,067 Accreditations and licensing* 2,202,793 - Accredited curriculum 1,670,461 - Articulation agreement 53,793 - Brand related assets* 552,580 - Total 4,911,521 431,894 Less: Accumulated depreciation (225,293 ) (33,100 ) Intangible assets, net 4,686,228 398,794 * (Indefinite-lived assets, not subject to amortization) |
Long Term Investment (Tables)
Long Term Investment (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Long Term Investment [Abstract] | |
Schedule of Long Term Investment | The table below outlines the movement of long-term investment: US$ As of September 30, 2021 - Acquisition of Ameri-Can (Note 3) 4,828,123 Additional investment 258,290 Balance as of September 30, 2022 $ 5,086,413 Interest accrued 32,116 Additional investment 485,000 Exercise of conversion feature (Note 3) (5,603,529 ) Balance as of September 30, 2023 $ - |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities primarily consist of the following: September 30, September 30, US$ US$ Accounts payable 210,100 91,083 Student refundable deposits 1,407,121 1,614,219 Accrued commission expenses 269,621 159,945 Other payables 234,209 255,413 Total 2,121,051 2,120,660 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Deferred Revenue [Abstract] | |
Schedule of Deferred Revenue | The movement of deferred revenue is as follows: September 30, September 30, US$ US$ Opening balance 3,286,350 4,569,664 Additional deferred revenue accrual 4,530,733 3,219,950 Revenue release from deferred revenue (3,759,566 ) (4,503,264 ) Ending Balance 4,057,517 3,286,350 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Income Taxes [Abstract] | |
Schedule of Provision for Income Taxes | The Company’s provision for income taxes consists of the following: September 30, September 30, September 30, US$ US$ US$ Current 11,590 16,459 13,889 Deferred 277,874 (207,488 ) (321,057 ) Total income tax (recovery) 289,464 (191,029 ) (307,168 ) |
Schedule of Statutory Income Tax Rates | 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 (6,883,661 ) (6,319,471 ) (1,391,481 ) BVI statutory income tax rate - % - % - % Income tax calculated at statutory rate - - - (Increase) decrease in income tax expense resulting from: Rate differences in various jurisdictions 11,590 16,459 13,889 Change in deferred income tax assets due to use of loss carryforward or valuation allowance 277,874 (207,488 ) (321,057 ) Income tax expense/Effective tax rate 289,464 (191,029 ) (307,168 ) |
Schedule of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant deferred tax assets and deferred tax liabilities were as follows: September 30, September 30, Deferred income tax assets US$ US$ Net operating losses 2,562,127 408,481 Lease liabilities 261,464 246,502 Ending Balance 2,823,591 654,983 Deferred income tax liabilities US$ US$ Intangible assets (1,005,360 ) (107,674 ) Right-of-use assets (259,331 ) (237,716 ) Ending Balance (1,264,691 ) (345,390 ) Net deferred income tax assets (liabilities) before valuation allowance 1,558,900 309,593 Valuation allowance (2,383,380 ) (309,593 ) Net deferred income tax assets (liabilities) (824,480 ) - |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Capital Stock [Abstract] | |
Schedule of Black-Scholes Option Valuation Model, with the Following Weighted Average Assumptions | The fair values of these stock options were estimated at the dates of grant, which is December 30, 2022 for stock options granted in fiscal 2023 and November 1, 2021 for stock options granted in fiscal 2022, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions: September 30, September 30, Stock price $ 2.21 $ 4.10 Exercise price $ 2.21 $ 4.10 Expected risk free interest rate 3.99 % 1.20 % Expected volatility 174.20 % 227.90 % Expected life in years 5 5 Expected dividend yield nil nil Grant date fair value per option $ 2.11 $ 4.06 |
Schedule of Outstanding Stock Options | A continuity schedule of outstanding stock options at September 30, and the changes during the periods, is as follows: Number of Weighted US$ Balance, September 30, 2021 - - Granted 365,000 4.10 Exercised - - Forfeited - - Balance, September 30, 2022 365,000 4.10 Granted 90,000 2.21 Exercised - - Forfeited - - Balance, September 30, 2023 455,000 3.73 |
Schedule of Outstanding Unvested Stock Options | A continuity schedule of outstanding unvested stock options at September 30, and the changes during the periods, is as follows: Number of Weighted US$ Balance, September 30, 2021 - - Granted 365,000 4.06 Vested (273,750 ) 4.06 Forfeited - - Balance, September 30, 2022 91,250 4.06 Granted 90,000 2.11 Vested (158,750 ) 3.30 Forfeited - - Balance, September 30, 2023 22,500 2.11 |
Schedule of Stock Options Outstanding and Exercisable | A summary of stock options outstanding and exercisable at September 30, 2023: Exercisable Weighted Weighted US$ Grant date November 1, 2021 365,000 4.10 8.08 December 30, 2022 67,500 2.21 9.25 |
Schedule of Stock-based Compensation Expense | A summary of stock-based compensation expense for the years ended September 30 2023, 2022 and 2021 is as follows: September 30, September 30, September 30, US$ US$ US$ Common share awards 1,899,442 3,455,680 - Stock option awards 265,631 1,357,369 - Total 2,165,073 4,813,049 - |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Loss Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share for each of the years presented are calculated as follows: September 30, September 30, September 30, US$ US$ US$ Numerator: Net loss attributable to ordinary shareholders—basic and diluted (6,762,704 ) (5,963,555 ) (1,084,313 ) Denominator: Weighted average number of ordinary shares outstanding—basic and diluted 11,655,642 11,010,240 9,160,447 Loss per share attributable to ordinary shareholders —basic and diluted (0.58 ) (0.54 ) (0.12 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Aggregate Minimum Lease Payments | The future aggregate minimum lease payments under the non-cancellable residential apartment building operating lease are as follows: 2024 $ 642,604 2025 373,941 2026 and thereafter 247,537 Total future minimum lease payments $ 1,264,082 Less: imputed interest (133,576 ) Total operating lease liability $ 1,130,506 Less: operating lease liability - current 559,375 Total operating lease liability – non current $ 571,131 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions and Balances [Abstract] | |
Schedule of Related Parties | Related Parties Name of related parties Relationship with the Company Jianbo Zhang Founder and ultimate controlling shareholder, CEO |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Primary Reportable Segments | Foreign Professional Other Total US$ US$ US$ US$ Revenue 3,946,380 1,766,100 - 5,712,480 Costs of services 837,055 665,200 - 1,502,255 Selling expenses and general administrative 5,242,103 2,053,130 1,465,798 8,761,031 Segment loss 2,132,778 952,230 1,465,798 4,550,806 Depreciation expense 407,013 Stock-based compensation expense 2,165,073 Other income (186,137 ) Interest income (53,089 ) Foreign exchange gain (5 ) Loss before income taxes 6,883,661 Income taxes 289,464 Net loss 7,173,125 Segmented assets 8,414,389 8,540,087 2,254,660 19,209,136 Goodwill allocation - 1,811,917 840,849 2,652,766 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Mar. 31, 2023 | Dec. 01, 2022 | Jan. 15, 2022 | Nov. 24, 2021 | Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Percentage of restricted cash | 25% | ||||
Impairment of goodwill (in Dollars) | $ 14,308 | ||||
Tax benefit percentage | 50% | ||||
Common shares issued for acquisition (in Shares) | 201,613 | ||||
Ameri-Can [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Acquired ownership percentage | 100% | ||||
RIL [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Acquired percentage | 20% | 80% | 70% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Subsidiaries | 12 Months Ended |
Sep. 30, 2023 | |
EpicQuest Education Group International Limited [Member] | |
Schedule of Subsidiaries [Line Items] | |
Principal activities | Investment holding |
Percentage of ownership | |
Date of incorporation | December 13, 2017 |
Place of incorporation | BVI |
Quest Holdings International LLC (“QHI”) [Member] | |
Schedule of Subsidiaries [Line Items] | |
Principal activities | Foreign education programs and student dormitory services |
Percentage of ownership | 100% |
Date of incorporation | December 19, 2012 |
Place of incorporation | Ohio, US |
Quest International Education Center LLC (“QIE”) [Member] | |
Schedule of Subsidiaries [Line Items] | |
Principal activities | Collection of tuition payments from oversea students |
Percentage of ownership | 100% |
Date of incorporation | January 23, 2017 |
Place of incorporation | Ohio, US |
Highrim Holding International Limited (“HHI”) [Member] | |
Schedule of Subsidiaries [Line Items] | |
Principal activities | Investing holding |
Percentage of ownership | 100% |
Date of incorporation | July 9, 2021 |
Place of incorporation | BC, Canada |
Richmond Institute of Language Inc. (“RIL” or “EduGlobal College”) [Member] | |
Schedule of Subsidiaries [Line Items] | |
Principal activities | Academic services for college and university applications |
Percentage of ownership | 100% |
Date of incorporation | April 18, 2008 |
Place of incorporation | BC, Canada |
Ameri-Can Education Group Corp. (“Ameri-Can”) [Member] | |
Schedule of Subsidiaries [Line Items] | |
Principal activities | Education services |
Percentage of ownership | 70% |
Date of incorporation | November 17, 2019 |
Place of incorporation | Ohio, US |
Study Up Center, LLC (“SUPC”) [Member] | |
Schedule of Subsidiaries [Line Items] | |
Principal activities | Student education assistance |
Percentage of ownership | 100% |
Date of incorporation | April 27, 2022 |
Place of incorporation | Ohio, US |
Davis College Inc. (“DC”) [Member] | |
Schedule of Subsidiaries [Line Items] | |
Principal activities | Education services |
Percentage of ownership | 70% |
Date of incorporation | 1858 |
Place of incorporation | Ohio, US |
Skyward Holding International Limited (“Skyward”) [Member] | |
Schedule of Subsidiaries [Line Items] | |
Principal activities | Investment holding |
Percentage of ownership | 100% |
Date of incorporation | June 13, 2023 |
Place of incorporation | MB, Canada |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Foreign Currency Exchange Translation | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Schedule of Foreign Currency Exchange Translation [Abstract] | |||
Year-end spot rate | US$1=C$ 1.3535 | US$1=C$ 1.3752 | |
Average rate | US$1=C$ 1.3486 | US$1=C$ 1.2842* | [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, 2023 USD ($) | |
Buildings [Member] | |
Schedule of Property and Equipment [Line Items] | |
Estimated residual value | |
Buildings [Member] | Minimum [Member] | |
Schedule of Property and Equipment [Line Items] | |
Depreciation years | 33 years |
Buildings [Member] | Maximum [Member] | |
Schedule of Property and Equipment [Line Items] | |
Depreciation years | 39 years |
Machinery & equipment [Member] | |
Schedule of Property and Equipment [Line Items] | |
Depreciation years | 3 years |
Estimated residual value | |
Vehicles [Member] | |
Schedule of Property and Equipment [Line Items] | |
Depreciation years | 5 years |
Estimated residual value | |
Furniture and fixtures [Member] | |
Schedule of Property and Equipment [Line Items] | |
Depreciation years | 7 years |
Estimated residual value | |
Software [Member] | |
Schedule of Property and Equipment [Line Items] | |
Depreciation years | 5 years |
Estimated residual value | |
Leasehold improvement [Member] | |
Schedule of Property and Equipment [Line Items] | |
Estimated residual value | |
Depreciation years | Lesser of lease term or economic life |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Intangible Assets Estimated Useful Lives | 12 Months Ended |
Sep. 30, 2023 | |
University relationship [Member] | |
Schedule of Intangible Assets Estimated Useful Lives [Line Items] | |
Basis | Straight-line |
Rate / term | 10 years |
Education license/certificate [Member] | |
Schedule of Intangible Assets Estimated Useful Lives [Line Items] | |
Basis | Straight-line |
Rate / term | 5 years |
In-process course curriculum [Member] | |
Schedule of Intangible Assets Estimated Useful Lives [Line Items] | |
Basis | Straight-line |
Rate / term | 5 years |
Accreditations and Licensing [Member] | |
Schedule of Intangible Assets Estimated Useful Lives [Line Items] | |
Basis | |
Rate / term | Indefinite life |
Accredited curriculum [Member] | |
Schedule of Intangible Assets Estimated Useful Lives [Line Items] | |
Basis | Straight-line |
Rate / term | 10 years |
Articulation agreement [Member] | |
Schedule of Intangible Assets Estimated Useful Lives [Line Items] | |
Basis | Straight-line |
Rate / term | 5 years |
Brand related assets [Member] | |
Schedule of Intangible Assets Estimated Useful Lives [Line Items] | |
Basis | |
Rate / term | Indefinite life |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Balance Sheets | Sep. 30, 2022 USD ($) |
Previously Reported [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Deferred income tax liabilities | $ 107,674 |
Common shares subject to redemption | |
Common shares | 18,017 |
Additional paid-in-capital | 17,526,546 |
Deficit | (2,416,788) |
Total shareholder’ equity | 15,098,836 |
Adjustment 1 [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Deferred income tax liabilities | |
Common shares subject to redemption | 1,250,000 |
Common shares | (320) |
Additional paid-in-capital | (1,249,680) |
Deficit | |
Total shareholder’ equity | (1,250,000) |
Adjustment 2 [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Deferred income tax liabilities | (107,674) |
Deficit | 107,674 |
Total shareholder’ equity | 107,674 |
As Restated [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Deferred income tax liabilities | |
Common shares subject to redemption | 1,250,000 |
Common shares | 17,697 |
Additional paid-in-capital | 16,276,866 |
Deficit | (2,309,114) |
Total shareholder’ equity | $ 13,956,510 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Statements of Operations and Comprehensive Loss | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
As previously reported [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Deferred income tax recovery | $ (99,814) |
Total income tax recovery | (83,355) |
Net loss | (6,236,116) |
Net loss attributable to common stockholders | (6,071,229) |
Total comprehensive loss | $ (6,265,055) |
Loss per share (basic) (in Dollars per share) | $ / shares | $ (0.55) |
Adjustment 2 [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Deferred income tax recovery | $ (107,674) |
Total income tax recovery | (107,674) |
Net loss | 107,674 |
Net loss attributable to common stockholders | 107,674 |
Total comprehensive loss | $ 107,674 |
Loss per share (basic) (in Dollars per share) | $ / shares | $ 0.01 |
As restated [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Deferred income tax recovery | $ (207,488) |
Total income tax recovery | (191,029) |
Net loss | (6,128,442) |
Net loss attributable to common stockholders | (5,963,555) |
Total comprehensive loss | $ (6,157,381) |
Loss per share (basic) (in Dollars per share) | $ / shares | $ (0.54) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) | 12 Months Ended |
Sep. 30, 2022 $ / shares | |
As previously reported [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Loss per share (diluted) | $ (0.55) |
Adjustment 2 [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Loss per share (diluted) | 0.01 |
As restated [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Loss per share (diluted) | $ (0.54) |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Statements of Cash flows | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Previously Reported [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Net loss | $ (6,236,116) |
Deferred income tax recovery | (99,814) |
Adjustment [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Net loss | 107,674 |
Deferred income tax recovery | (107,674) |
As Restated [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Net loss | (6,128,442) |
Deferred income tax recovery | $ (207,488) |
Acquisitions (Details)
Acquisitions (Details) | 12 Months Ended | ||||||||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Dec. 01, 2022 | Jan. 15, 2022 CAD ($) | Nov. 24, 2021 | Sep. 30, 2023 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Acquisitions (Details) [Line Items] | |||||||||
Capital contribution | $ 3,000,000 | ||||||||
Additional capital | 3,000,000 | ||||||||
Purchase price | $ 187,505 | $ 250,000 | $ 187,505 | ||||||
Annual salary | 200,000 | ||||||||
Severance paid | $ 100,000 | ||||||||
Additional paid-in-capital (in Dollars) | 208,321 | ||||||||
Non-controlling interest (in Dollars) | $ 20,817 | ||||||||
EduGlobal Holdings [Member] | |||||||||
Acquisitions (Details) [Line Items] | |||||||||
Aggregate price | 100 | ||||||||
Consideration amount | $ 1,000,000 | ||||||||
Acquisition of RIL [Member] | |||||||||
Acquisitions (Details) [Line Items] | |||||||||
Ownership percentage | 20% | ||||||||
Convertible Debt Security [Member] | |||||||||
Acquisitions (Details) [Line Items] | |||||||||
Convertible debt, percentage | 100% | ||||||||
Subscription Agreement [Member] | |||||||||
Acquisitions (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 Ameri-Can for an aggregate purchase price of: (i) $1,250,000 in cash and the issuance of 201,613 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 Ameri-Can. 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 (Details) [Line Items] | |||||||||
Common shares, percentage | 20% | 20% | 80% | 20% | |||||
Total consideration | $ 1,000,000 | ||||||||
Acquisition of Ameri-Can [Member] | |||||||||
Acquisitions (Details) [Line Items] | |||||||||
Convertible debt, percentage | 100% |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of Fair Value of the Assets Acquired and Liabilities Assumed - Acquisition of Ameri-Can [Member] | 12 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Acquisitions (Details) - Schedule of Fair Value of the Assets Acquired and Liabilities Assumed [Line Items] | |
Share consideration (in Shares) | shares | 1,250,000 |
Cash consideration | $ 3,750,000 |
Non-controlling interest fair value | 2,142,860 |
Total | 7,142,860 |
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 |
Due to related parties | 296,196 |
Total liabilities | 296,196 |
Net assets acquired | $ 7,142,860 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of Fair Value of the Assets Acquired and Liabilities Assumed - Jan. 15, 2022 - Ril Acquisition [Member] | USD ($) | CAD ($) |
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed [Abstract] | ||
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 | 546 |
Right-of-use assets | 573,483 | 709,283 |
Intangible assets | 431,894 | 534,167 |
Goodwill | 854,887 | 1,057,324 |
Total assets | 1,862,474 | 2,303,508 |
Accounts payable | 161,708 | 200,000 |
Lease liabilities | 573,483 | 709,283 |
Deferred income tax liabilities | 116,610 | 144,225 |
Total liabilities | 851,801 | 1,053,508 |
Net assets acquired | $ 1,010,673 | $ 1,250,000 |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of Fair Value of the Assets Acquired and Liabilities Assumed - Acquisition of DC [Member] | Dec. 01, 2022 USD ($) |
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed [Abstract] | |
Carrying value of convertible debt | $ 5,603,529 |
Total | 5,603,529 |
Assets acquired and liabilities assumed | |
Cash and cash equivalents | 594,907 |
Accounts receivable | 313,450 |
Inventory | 32,716 |
Prepaid | 43,591 |
Property and equipment | 36,747 |
ROU | 577,821 |
Intangible assets | 4,479,627 |
Goodwill | 1,811,917 |
Total assets | 7,890,776 |
Accounts payable | 213,212 |
Deferred revenue | 537,674 |
Lease liabilities | 577,821 |
Deferred income tax liabilities | 958,540 |
Total liabilities | 2,287,247 |
Net assets acquired | $ 5,603,529 |
Acquisitions (Details) - Sche_4
Acquisitions (Details) - Schedule of Pro Forma Financial Information - USD ($) | 10 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Pro Forma Financial Information [Abstract] | ||
Revenue | $ 1,766,100 | $ 1,800,362 |
Net loss | $ 606,686 | $ 691,863 |
Prepaid Expenses (Details) - Sc
Prepaid Expenses (Details) - Schedule of Prepaid Expenses - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Schedule of Prepaid Expenses [Abstract] | ||
Prepaid tuition fees to Miami University | $ 258,248 | |
Prepaid fees to Renda for Beijing office expenses | 1,073,429 | 769,717 |
Prepaid fees to Beijing University Graduate School of Education | 621,420 | |
Prepaid insurance | 106,067 | 70,517 |
Security deposit | 104,713 | |
Other prepaid expenses | 162,308 | 106,065 |
Total | $ 2,326,185 | $ 946,299 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 214,820 | $ 220,767 |
Aggregate cost | $ 1,287,795 | |
Disposal gain recognized | $ 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, 2023 | Sep. 30, 2022 |
Schedule of Property and Equipment Net [Line Items] | ||
Property and equipment | $ 5,022,400 | $ 2,887,886 |
Less: Accumulated depreciation | (2,981,158) | (682,802) |
Property and equipment, net | 2,041,242 | 2,205,084 |
Leasehold improvement | 17,329 | |
Land [Member] | ||
Schedule of Property and Equipment Net [Line Items] | ||
Property and equipment | 721,462 | 721,462 |
Buildings [Member] | ||
Schedule of Property and Equipment Net [Line Items] | ||
Property and equipment | 1,129,961 | 1,129,961 |
Machinery & equipment [Member] | ||
Schedule of Property and Equipment Net [Line Items] | ||
Property and equipment | 1,974,266 | 92,654 |
Vehicles [Member] | ||
Schedule of Property and Equipment Net [Line Items] | ||
Property and equipment | 153,851 | 153,851 |
Furniture and fixtures [Member] | ||
Schedule of Property and Equipment Net [Line Items] | ||
Property and equipment | 154,804 | 91,958 |
Software [Member] | ||
Schedule of Property and Equipment Net [Line Items] | ||
Property and equipment | $ 870,727 | $ 698,000 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Intangible assets [Abstract] | ||
Depreciation expenses | $ 192,193 | $ 33,100 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets, Net (Details) - Schedule of Intangible Assets [Line Items] | |||
Total Intangible assets | $ 4,911,521 | $ 431,894 | |
Less: Accumulated depreciation | (225,293) | (33,100) | |
Intangible assets, net | 4,686,228 | 398,794 | |
University relationship [Member] | |||
Intangible Assets, Net (Details) - Schedule of Intangible Assets [Line Items] | |||
Total Intangible assets | 377,587 | 377,587 | |
Education license/certificate [Member] | |||
Intangible Assets, Net (Details) - Schedule of Intangible Assets [Line Items] | |||
Total Intangible assets | 28,240 | 28,240 | |
In-process course curriculum [Member] | |||
Intangible Assets, Net (Details) - Schedule of Intangible Assets [Line Items] | |||
Total Intangible assets | 26,067 | 26,067 | |
Accreditations and licensing [Member] | |||
Intangible Assets, Net (Details) - Schedule of Intangible Assets [Line Items] | |||
Total Intangible assets | [1] | 2,202,793 | |
Accredited curriculum [Member] | |||
Intangible Assets, Net (Details) - Schedule of Intangible Assets [Line Items] | |||
Total Intangible assets | 1,670,461 | ||
Articulation agreement [Member] | |||
Intangible Assets, Net (Details) - Schedule of Intangible Assets [Line Items] | |||
Total Intangible assets | 53,793 | ||
Brand related assets [Member] | |||
Intangible Assets, Net (Details) - Schedule of Intangible Assets [Line Items] | |||
Total Intangible assets | [1] | $ 552,580 | |
[1](Indefinite-lived assets, not subject to amortization) |
Long Term Investment (Details)
Long Term Investment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Davis College, Inc. [Member] | Convertible Debt Agreement [Member] | |
Long Term Investment [Line Items] | |
Convertible debt, percentage | 100% |
Long Term Investment (Details)
Long Term Investment (Details) - Schedule of Long Term Investment - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule Of Long Term Investment [Abstract] | ||
Beginning Balance | $ 5,086,413 | |
Ending Balance | 5,086,413 | |
Acquisition of Ameri-Can (Note 3) | 4,828,123 | |
Interest accrued | 32,116 | |
Additional investment | 485,000 | $ 258,290 |
Exercise of conversion feature (Note 3) | $ (5,603,529) |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | $ 210,100 | $ 91,083 |
Student refundable deposits | 1,407,121 | 1,614,219 |
Accrued commission expenses | 269,621 | 159,945 |
Other payables | 234,209 | 255,413 |
Total | $ 2,121,051 | $ 2,120,660 |
Deferred Revenue (Details) - Sc
Deferred Revenue (Details) - Schedule of Deferred Revenue - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Deferred Revenue [Abstract] | ||
Opening balance | $ 3,286,350 | $ 4,569,664 |
Additional deferred revenue accrual | 4,530,733 | 3,219,950 |
Revenue release from deferred revenue | (3,759,566) | (4,503,264) |
Ending Balance | $ 4,057,517 | $ 3,286,350 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes [Abstract] | ||
Federal income tax rate | 21% | 21% |
Federal corporate income tax rate | 27% | |
Unrecognized net operation loss (in Dollars) | $ 1,886,974 | |
Unrecognized non-capital loss (in Dollars) | $ 675,153 | |
Unrecognized carried forward term | 20 years |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Provision for Income Taxes - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Provision for Income Taxes [Abstract] | |||
Current | $ 11,590 | $ 16,459 | $ 13,889 |
Deferred | 277,874 | (207,488) | (321,057) |
Total income tax (recovery) | $ 289,464 | $ (191,029) | $ (307,168) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Statutory Income Tax Rates - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Statutory Income Tax Rates [Abstract] | |||
Income (loss) before income tax expenses | $ (6,883,661) | $ (6,319,471) | $ (1,391,481) |
BVI statutory income tax rate | |||
Income tax calculated at statutory rate | |||
Rate differences in various jurisdictions | 11,590 | 16,459 | 13,889 |
Change in deferred income tax assets due to use of loss carryforward or valuation allowance | 277,874 | (207,488) | (321,057) |
Income tax expense/Effective tax rate | $ 289,464 | $ (191,029) | $ (307,168) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Assets and Deferred Tax Liabilities - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Income Taxes (Details) - Schedule of Deferred Tax Assets and Deferred Tax Liabilities [Line Items] | ||
Net operating losses | $ 2,562,127 | $ 408,481 |
Lease liabilities | 261,464 | 246,502 |
Ending Balance | 2,823,591 | 654,983 |
Deferred income tax liabilities | ||
Intangible assets | (1,005,360) | (107,674) |
Right-of-use assets | (259,331) | (237,716) |
Ending Balance | (1,264,691) | (345,390) |
Net deferred income tax assets (liabilities) before valuation allowance | 1,558,900 | 309,593 |
Valuation allowance | (2,383,380) | $ (309,593) |
Net deferred income tax assets (liabilities) | $ (824,480) |
Capital Stock (Details)
Capital Stock (Details) | 12 Months Ended | |||||||||
Feb. 07, 2023 USD ($) | Feb. 07, 2023 CNY (¥) | Oct. 01, 2022 USD ($) | Apr. 01, 2022 USD ($) | Nov. 01, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) | Nov. 24, 2021 USD ($) | |
Capital Stock (Details) [Line Items] | ||||||||||
Common stock, shares issued | 736,247 | 2,474,843 | ||||||||
Net proceeds | $ | $ 8,737,634 | |||||||||
Escrow trust account | $ | $ 200,000 | |||||||||
Collected amount | $ | $ 200,000 | |||||||||
Aggregate value | $ | $ 1,654,942 | $ 3,455,680 | ||||||||
Common shares, value | $ | $ 1,250,000 | |||||||||
Common shares | 201,614 | |||||||||
Common shares, price amount | $ | $ 1,250,000 | |||||||||
Redeemable common shares | 201,614 | |||||||||
Common shares issued | 699,083 | |||||||||
Common shares issued | 150,000 | |||||||||
Common shares issued value | $ | $ 244,500 | |||||||||
Common shares repurchased | 201,614 | |||||||||
Cash consideration | $ | $ 1,250,000 | |||||||||
Aggregate shares | 90,000 | 365,000 | ||||||||
Stock options percentage | 25% | |||||||||
Aggregate intrinsic value | $ | ||||||||||
Unrecognized compensation cost | $ | $ 47,411 | |||||||||
Recognized term | 3 months | |||||||||
Aggregate of granted shares | 875,000 | |||||||||
Fair value per share | $ / shares | $ 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 | $ | $ 22,500 | $ 22,500 | $ 27,000 | |||||||
Annual bonus shares | 80,000 | 80,000 | ||||||||
Stock-based compensation expenses | $ | $ 3,455,680 | |||||||||
Performance-based share | 90,000 | |||||||||
Shares issued | 185,000 | |||||||||
Shares issued | 71,519 | |||||||||
Restricted stock price amount | $ | $ 34,421 | |||||||||
Fair value price share | $ / shares | $ 2.11 | $ 4.06 | ||||||||
Fair value price per share | $ / shares | $ 1.63 | |||||||||
Shares issued | 11,998,173 | 11,350,704 | ||||||||
Share based awards granted fair value | 300,000 | |||||||||
Percentage of consulting services | 50% | |||||||||
Consulting shares issued | 150,000 | |||||||||
Share-based awards granted value | $ 3,846 | ¥ 27,000 | ||||||||
Employee shares issued | 2,564 | |||||||||
Share-based compensation expenses | $ | $ 1,899,442 | $ 3,455,680 | ||||||||
Mr. Craig Wilson [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Grant of shares | $ | $ 27,000 | $ 27,000 | ||||||||
IPO [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Escrow trust account | $ | $ 200,000 | |||||||||
Acquisition of AEGC [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Common stock, shares issued | 201,614 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Aggregate shares | 360,000 | |||||||||
Fair value price share | $ / shares | $ 2.21 | |||||||||
Officer [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares issued | 80,000 | |||||||||
Share-Based Awards [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Aggregate shares | 80,000 | 16,247 | ||||||||
Fair value price per share | $ / shares | $ 1.63 | |||||||||
Share-Based Awards [Member] | Chief Executive Officer [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Aggregate shares | 360,000 | |||||||||
Mr. Gary Pratt [Member] | Ms. Majorie Cowan [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Grant of shares | $ | $ 22,500 |
Capital Stock (Details) - Sched
Capital Stock (Details) - Schedule of Black-Scholes Option Valuation Model, with the Following Weighted Average Assumptions - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Black-Scholes Option Valuation Model, with the Following Weighted Average Assumptions [Abstract] | ||
Stock price | $ 2.21 | $ 4.1 |
Exercise price | $ 2.21 | $ 4.1 |
Expected risk free interest rate | 3.99% | 1.20% |
Expected volatility | 174.20% | 227.90% |
Expected life in years | 5 years | 5 years |
Expected dividend yield | ||
Grant date fair value per option | $ 2.11 | $ 4.06 |
Capital Stock (Details) - Sch_2
Capital Stock (Details) - Schedule of Outstanding Stock Options - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Outstanding Stock Options [Abstract] | ||
Number of Stock Options, Beginning Balance | 365,000 | |
Weighted Average Exercise Price, Beginning Balance | $ 4.1 | |
Number of Stock Options, Granted | 90,000 | 365,000 |
Weighted Average Exercise Price, Granted | $ 2.21 | $ 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 | 455,000 | 365,000 |
Weighted Average Exercise Price, Ending Balance | $ 3.73 | $ 4.1 |
Capital Stock (Details) - Sch_3
Capital Stock (Details) - Schedule of Outstanding Unvested Stock Options - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Outstanding Unvested Stock Options [Abstract] | ||
Number of Unvested Stock Options, Beginning Balance | 91,250 | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 4.06 | |
Number of Unvested Stock Options, Granted | 90,000 | 365,000 |
Weighted Average Grant Date Fair Value, Granted | $ 2.11 | $ 4.06 |
Number of Unvested Stock Options, Vested | (158,750) | (273,750) |
Weighted Average Grant Date Fair Value, Vested | $ 3.3 | $ 4.06 |
Number of Unvested Stock Options, Forfeited | ||
Weighted Average Grant Date Fair Value, Forfeited | ||
Number of Unvested Stock Options, Ending Balance | 22,500 | 91,250 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 2.11 | $ 4.06 |
Capital Stock (Details) - Sch_4
Capital Stock (Details) - Schedule of Stock Options Outstanding and Exercisable | 12 Months Ended |
Sep. 30, 2023 $ / shares shares | |
November 1, 2021 [Member] | |
Capital Stock (Details) - Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Exercisable | shares | 365,000 |
Weighted Average Exercise Price | $ / shares | $ 4.1 |
Weighted Average Remaining Contractual Life (Years) | 8 years 29 days |
December 30, 2022 [Member] | |
Capital Stock (Details) - Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Exercisable | shares | 67,500 |
Weighted Average Exercise Price | $ / shares | $ 2.21 |
Weighted Average Remaining Contractual Life (Years) | 9 years 3 months |
Capital Stock (Details) - Sch_5
Capital Stock (Details) - Schedule of Stock-based Compensation Expense - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 2,165,073 | $ 4,813,049 | |
Common Share Awards [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 1,899,442 | 3,455,680 | |
Stock Option Awards [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 265,631 | $ 1,357,369 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | |||
Net loss attributable to ordinary shareholders—basic and diluted | $ (6,762,704) | $ (5,963,555) | $ (1,084,313) |
Denominator: | |||
Weighted average number of ordinary shares outstanding—basic | 11,655,642 | 11,010,240 | 9,160,447 |
Loss per share attributable to ordinary shareholders —basic | $ (0.58) | $ (0.54) | $ (0.12) |
Loss Per Share (Details) - Sc_2
Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) - $ / shares | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Basic and Diluted Net Loss Per Share [Abstract] | |||
Weighted average number of ordinary shares outstanding—diluted | 11,655,642 | 11,010,240 | 9,160,447 |
Loss per share attributable to ordinary shareholders —diluted | $ (0.58) | $ (0.54) | $ (0.12) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Jul. 21, 2022 | Sep. 30, 2022 | |
Commitments and Contingencies [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 - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Schedule of Future Aggregate Minimum Lease Payments [Abstract] | ||
2024 | $ 642,604 | |
2025 | 373,941 | |
2026 and thereafter | 247,537 | |
Total future minimum lease payments | 1,264,082 | |
Less: imputed interest | (133,576) | |
Total operating lease liability | 1,130,506 | |
Less: operating lease liability - current | 559,375 | $ 461,161 |
Total operating lease liability – non current | $ 571,131 | $ 561,897 |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Related Party [Member] | ||
Related Party Transactions and Balances (Details) [Line Items] | ||
Related party balance | $ 140,000 | $ 140,000 |
Related Party Transactions an_4
Related Party Transactions and Balances (Details) - Schedule of Related Parties | 12 Months Ended |
Sep. 30, 2023 | |
Jianbo Zhang [Member] | |
Related Party Transaction [Line Items] | |
Name of related parties | Founder and ultimate controlling shareholder, CEO |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Segment Reporting (Details) [Line Items] | |||
Number of reportable segments | 2 | ||
Total long-term assets (in Dollars) | $ 5,086,413 | ||
U.S. [Member] | |||
Segment Reporting (Details) [Line Items] | |||
Total long-term assets (in Dollars) | $ 8,852,343 | $ 8,220,921 | |
Long-term assets, percentage | 84% | 83% | |
Canada [Member] | |||
Segment Reporting (Details) [Line Items] | |||
Total long-term assets (in Dollars) | $ 1,645,447 | $ 1,712,595 | |
Long-term assets, percentage | 16% | 17% |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of Primary Reportable Segments - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 5,712,480 | $ 6,330,428 | $ 5,341,850 |
Costs of services | 1,502,255 | 2,021,058 | 1,934,237 |
Selling expenses and general administrative | 8,761,031 | ||
Segment loss | 4,550,806 | ||
Depreciation expense | 407,013 | 252,097 | 126,234 |
Stock-based compensation expense | 2,165,073 | 4,813,049 | |
Other income | (186,137) | (819,135) | (71,640) |
Interest income | (53,089) | (26,463) | (9,537) |
Foreign exchange gain | (5) | (743) | |
Loss before income taxes | 6,883,661 | ||
Income taxes | 289,464 | (191,029) | (307,168) |
Net loss | 7,173,125 | 6,128,442 | $ 1,084,313 |
Segmented assets | 19,209,136 | ||
Goodwill allocation | 2,652,766 | $ 854,887 | |
Foreign language education [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 3,946,380 | ||
Costs of services | 837,055 | ||
Selling expenses and general administrative | 5,242,103 | ||
Segment loss | 2,132,778 | ||
Segmented assets | 8,414,389 | ||
Goodwill allocation | |||
Professional training programs [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,766,100 | ||
Costs of services | 665,200 | ||
Selling expenses and general administrative | 2,053,130 | ||
Segment loss | 952,230 | ||
Segmented assets | 8,540,087 | ||
Goodwill allocation | 1,811,917 | ||
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | |||
Costs of services | |||
Selling expenses and general administrative | 1,465,798 | ||
Segment loss | 1,465,798 | ||
Segmented assets | 2,254,660 | ||
Goodwill allocation | $ 840,849 |
Subsequent Events (Details)
Subsequent Events (Details) - Forecast [Member] - USD ($) | Dec. 26, 2023 | Nov. 30, 2023 | Nov. 22, 2023 | Feb. 29, 2024 | Nov. 20, 2023 |
Subsequent Events (Details) [Line Items] | |||||
Agreed to pay | $ 15,000,000 | ||||
Agreement paid | $ 7,500,000 | ||||
Remaining expected to paid amount | $ 7,500,000 | ||||
Sold of carrying value | $ 280,000 | ||||
Sales price | $ 875,000 | ||||
Offering private placement and issued units (in Shares) | 400,000 | ||||
Unit price per share (in Dollars per share) | $ 2 | ||||
Raising total gross proceed | $ 800,000 | ||||
Number of shares units (in Shares) | 1 | ||||
Number of warrant units (in Shares) | 1 | ||||
Number of warrant exercisable shares (in Shares) | 1 | ||||
Exercise price per share (in Dollars per share) | $ 2 | ||||
Issuance term | 5 years | ||||
SouthGilmore LLC [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Ownership percentage | 40% |