Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Jan. 11, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | CleanSpark, Inc. | |
Entity Central Index Key | 827,876 | |
Document Type | 10-K | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 11,679,945 | |
Entity Common Stock, Shares Outstanding | 33,908,894 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Current assets | ||
Cash | $ 57,128 | $ 436,529 |
Accounts receivable | 41,947 | 57,095 |
Due from Shareholder | 53,020 | |
Prepaid expense | 29,556 | 57,722 |
Total current assets | 128,631 | 604,366 |
Flexpower system | 13,396,574 | 19,675,986 |
Goodwill | 4,919,858 | 4,919,858 |
Microgrid Assets | 4,567,838 | |
Intangible assets | 2,216,556 | 2,467,930 |
Fixed Assets | 125,441 | 782,975 |
Deposits | (5,742) | (589) |
Total assets | 20,792,802 | 33,019,542 |
Current liabilities | ||
Accounts payable and accrued liabilities | 143,225 | 291,187 |
Customer deposits | 16,000 | |
Due to related parties | 61,021 | 63,973 |
Loan from related party | 73,333 | |
Loans | 7,712 | 2,261 |
Total current liabilities | 301,291 | 357,421 |
Loans | 150,000 | |
Total liabilities | 451,291 | 357,421 |
Stockholders' equity (deficit) | ||
Common stock; $0.001 par value; 100,000,000 shares authorized; 33,409,471 and 27,834,415 shares issued and outstanding as of September 30, 2017 and September 30, 2016, respectively | 27,834 | |
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding as of September 30, 2017 and September 30, 2016, respectively | 1,000 | 1,000 |
Additional paid-in capital | 40,240,468 | 39,068,127 |
Accumulated earnings (deficit) | (19,933,366) | (6,434,840) |
Total stockholders' equity (deficit) | 20,341,511 | 32,662,121 |
Total liabilities and stockholders' equity (deficit) | $ 20,792,802 | $ 33,019,542 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Apr. 13, 2017 | Dec. 01, 2016 | Nov. 01, 2016 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | |||||
Common Stock, par value | $ 0.001 | ||||
Common Stock, Shares authorized | 100,000,000 | ||||
Common Stock, shares issued | 33,277,221 | 25,000 | 1,466,352 | 2,932,704 | 27,834,415 |
Preferred Stock, par value | $ 0.001 | ||||
Preferred Stock, Shares authorized | 10,000,000 | ||||
Preferred Stock, shares issued | 1,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 447,963 | $ 82,031 |
Cost of revenues | 296,295 | 31,264 |
Gross profit | 151,668 | 50,767 |
Operating expenses | ||
Professional fees | 1,016,934 | 1,925,593 |
Payroll expenses | 264,063 | |
Research and development | 591 | 1,826 |
General and administrative expenses | 365,819 | 86,143 |
Depreciation and amortization | 3,318,340 | 578,456 |
Total operating expenses | 4,965,747 | 2,592,018 |
Loss from operations | (4,814,079) | (2,541,251) |
Other income (expense) | ||
Loss on settlement of debt | (117,414) | |
Impairment expense | 8,551,321 | |
Interest expense | 2,895 | 32 |
Gain (Loss) on disposal of assets | (12,817) | 721 |
Total other income (expense) | 8,684,447 | 689 |
Net income (loss) | $ (13,498,526) | $ (2,540,562) |
Basic income (loss) per common share | $ (0.42) | $ (0.11) |
Basic weighted average common shares outstanding | 32,182,107 | 22,528,668 |
Shareholders Equity
Shareholders Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Sep. 30, 2014 | 17,409,915 | ||||
Beginning balance, amount at Sep. 30, 2014 | $ 17,410 | $ 1,100,131 | $ (409,275) | $ 708,266 | |
Shares issued for asset acquisition, amount | 42,135 | ||||
Shares issued on conversion of notes, amount | 80,335 | ||||
Shares issued on settlement of debt, shares | 172,500 | ||||
Shares issued on settlement of debt, amount | $ 172 | 49,828 | 50,000 | ||
Shares issued for services, shares | 2,070,000 | ||||
Shares issued for services, amount | $ 2,070 | 687,930 | 690,000 | ||
Shares issued for direct investment @ $1.00, shares | 726,000 | ||||
Shares issued for direct investment @ $1.00, amount | $ 726 | 241,274 | 242,000 | ||
Option and warrants issued for services, amount | 2,556,296 | 2,556,296 | |||
Preferred shares issued for services, shares | 400,000 | ||||
Preferred shares issued for services, amount | $ 400 | 400 | |||
Net loss | (3,485,003) | (3,485,003) | |||
Ending balance, shares at Sep. 30, 2015 | 20,378,415 | ||||
Ending balance, amount at Sep. 30, 2015 | $ 20,378 | 1,100,131 | (3,894,278) | 761,959 | |
Shares issued for asset acquisition, amount | $ 32,118,974 | ||||
Shares issued on settlement of debt, shares | 172,500 | ||||
Shares issued on settlement of debt, amount | $ 172 | 49,828 | |||
Shares issued for services, shares | 2,070,000 | 165,000 | |||
Shares issued for services, amount | $ 2,070,000 | 687,930 | $ 165,000 | ||
Shares issued for direct investment @ $1.00, shares | 726,000 | ||||
Shares issued for direct investment @ $1.00, amount | $ 726 | 241,274 | 813,800 | ||
Option and warrants issued for services, amount | 2,556,296 | 1,342,350 | |||
Preferred shares issued for services, shares | 400,000 | ||||
Preferred shares issued for services, amount | $ 40,000 | 600 | |||
Net loss | (3,485,003) | (2,540,562) | |||
Ending balance, shares at Sep. 30, 2016 | 400,000 | 20,378,415 | |||
Ending balance, amount at Sep. 30, 2016 | $ 400 | $ 20,378 | $ 4,635,459 | (3,894,278) | $ 32,662,121 |
Shares issued for asset acquisition, shares | 6,007,500 | 32,635,459 | 32,118,974 | ||
Shares issued for asset acquisition, amount | $ 6,007 | ||||
Shares issued on settlement of debt, amount | $ 212,500 | ||||
Shares issued for services, shares | 55,000 | 164,945 | 68,750 | ||
Shares issued for services, amount | $ 55 | ||||
Shares issued for direct investment @ $1.00, shares | 1,393,500 | 812,406 | 1,100,000 | ||
Shares issued for direct investment @ $1.00, amount | $ 1,394 | $ 880,000 | |||
Option and warrants issued for services, amount | $ 1,342,350 | 16,666 | |||
Preferred shares issued for services, shares | 600,000 | ||||
Preferred shares issued for services, amount | $ 600 | ||||
Net loss | (2,540,562) | (13,498,526) | |||
Ending balance, shares at Sep. 30, 2017 | 1,000,000 | 27,834,415 | |||
Ending balance, amount at Sep. 30, 2017 | $ 1,000 | $ 27,834 | $ 39,068,127 | $ (6,434,840) | $ 20,341,511 |
Shareholders Equity (Parentheti
Shareholders Equity (Parenthetical) - $ / shares | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Stockholders' Equity [Abstract] | ||
Price per share | $ 1 | $ 1 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities | |||
Net loss | $ (13,498,526) | $ (2,540,562) | $ (3,485,003) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Loss on disposal of fixed assets | 12,817 | ||
Impairment expense | 8,551,321 | ||
Stock based consulting | 135,546 | 1,544,982 | |
Depreciation and amortization | 3,318,340 | 578,456 | |
Cash received in acquisition | 19,371 | ||
Loss on settlement of debt | 117,414 | ||
Changes in assets and liabilities | |||
(Increase) decrease in prepaid expense | (21,964) | (57,552) | |
(Increase) decrease in deposits | (5,153) | 10,235 | |
Decrease (increase) in accounts receivable | 15,148 | (37,031) | |
Increase in shareholder receivable | (2,257) | ||
Increase in customer deposits | 16,000 | ||
Increase (decrease) in accounts payable | 144 | (16,307) | |
Increase (decrease) in accounts payable related party | (2,952) | 62,500 | |
Net cash from operating activities | (1,361,865) | (438,165) | |
Cash Flows from investing | |||
Purchase of intangible assets | (28,919) | (11,182) | |
Purchase of fixed assets | (5,112) | (9,673) | |
Investment in Microgrid assets | (5,566) | ||
Investment in Flexpower system | (93,723) | ||
Cash received on sale of assets | 7,000 | ||
Net cash used in investing activities | (126,320) | (20,855) | |
Cash Flows from Financing Activities | |||
Payments on short-term loans | 20,255 | ||
Proceeds from short term notes | 25,706 | (6,784) | |
Proceeds from related party debt | 80,000 | ||
Payments on related party debt | (6,667) | ||
Proceeds from long term loans | 150,000 | ||
Proceeds from issuance of common stock | 880,000 | 813,800 | |
Net cash from financing activities | 1,108,784 | 807,016 | |
Net increase (decrease) in Cash | (379,401) | 347,996 | |
Beginning cash balance | 436,529 | 88,533 | |
Ending cash balance | 57,128 | 436,529 | $ 88,533 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 1,629 | ||
Cash paid for tax | |||
Non-Cash investing and financing transactions | |||
Cashless exercise of options | 4,399 | ||
Shares and warrants issued for cash | 32,118,974 | ||
Preferred stock issued for services | $ 600 | ||
Stock issued to settle debt | 212,500 | ||
Shares issued for services | 68,750 | 165,000 | |
Options and warrants for services | 16,666 | 1,342,350 |
ORGANIZATION AND LINE OF BUSINE
ORGANIZATION AND LINE OF BUSINESS | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Line of Business | Organization CleanSpark, Inc. (the "Company") was incorporated in the state of Nevada on October 15, 1987 as SmartData Corporation. SmartData conducted a 504 public offering in the State of Nevada in December 1987 and began trading publicly in January 1988. Due to a series of unfortunate events, including the untimely death of the founding CEO, SmartData discontinued active business operations in 1992. On March 25, 2014, the Company entered into an Asset and Intellectual Property Purchase Agreement pursuant to which the Company acquired: (i) all Intellectual Property rights, title and interest in Patent # 8,105,401 'Parallel Path, Downdraft Gasifier Apparatus and Method' and Patent # 8,518,133 'Parallel Path, Downdraft Gasifier Apparatus and Method' and (ii) all of the Property rights, title and interest in a 32 inch Downdraft Gasifier ("Gasifier”) and (iii) assumed of $156,900 in liabilities. In December 2014, the Company changed its name to Stratean Inc. through a short-form merger in order to better reflect the new business plan. On July 1, 2016, the Company entered into an Asset Purchase Agreement, as amended (the “Purchase Agreement”), with CleanSpark Holdings LLC, CleanSpark LLC, CleanSpark Technologies LLC and Specialized Energy Solutions, Inc. (together, the “Seller”). Pursuant to the Purchase Agreement, the Company acquired CleanSpark, LLC and all the assets related to Seller and its line of business and assumed $200,000 in liabilities. In October 2016, the Company changed its name to CleanSpark, Inc. through a short-form merger in order to better reflect the brand identity. Line of Business Through the acquisition of CleanSpark, LLC, the Company provides microgrid solutions to military, commercial and residential properties. The services offered consist of turn-key microgrid implementation services, microgrid design and engineering, project development consulting services and solar photovoltaic installation and consulting. The work is performed under fixed price bid contracts, and negotiated price contracts. The Company performed all of its work in California during 2017. The Company also continues to pursue the development of its gasification technologies for commercial deployment. The Company has been granted multiple patents protecting what it believes to be a breakthrough design for the next generation in waste-to-energy technology. The increased efficiency compared to existing solutions results in a significantly lower cost per watt of electricity produced. The Company has completed a commercial prototype and has completed preliminary testing and it is currently working with its manufacturing partners to improve durability and efficiency. Upon completion of product development, the Company intends to deploy its gasification solutions to the Company’s pipeline of commercial microgrid customers in order maximize the conversion of its customer waste streams into electricity. |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going concern |
SUMMARY OF SIGNIFICANT POLICIES
SUMMARY OF SIGNIFICANT POLICIES | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT POLICIES | This summary of significant accounting policies of CleanSpark Inc. is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of CleanSpark, Inc., and its wholly owned operating subsidiaries, CleanSpark, LLC, and CleanSpark, II, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. The Asset, “Costs in excess of billings”, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs”, represents billings in excess of revenues recognized on contracts in progress. At September 30, 2017 and September 30, 2016, the costs in excess of billings balance were $0 and $0, and the billings in excess of costs balance were $0 and $0, respectively. Accounts receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $0 and $0 were included in the balance of trade accounts receivable as of September 30, 2017 and September 30, 2016, respectively. Accounts Receivable Cash and cash equivalents Concentration Risk At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of September 30, 2017, the cash balance in excess of the FDIC limits was $0. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Warranty Liability Stock-based compensation Compensation-Stock Compensation, Non-Employee Stock Based Compensation Earnings (loss) per share Earnings Per Share, Long-lived Assets Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at September 30, 2017, and determined there was no impairment of indefinite lived intangibles and goodwill. Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Income taxes Income Taxes Segment Reporting Recently Issued Accounting Pronouncements |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Business Acquisition | On July 1, 2016, the Company entered into the Purchase Agreement with Seller. Pursuant to the Purchase Agreement, the Company acquired all the assets related to Seller and its line of business and assumed certain liabilities. The Assets the Company purchased from Seller include: Equipment and other tangible assets; Domain names, websites and intellectual property; All rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller; Contracts to which Seller is bound; Current and future customer accounts, including accounts receivable; The holdings that CleanSpark Holdings LLC has in CleanSpark LLC, and any investments it has as well; and Any other assets of any nature whatsoever that are related to or used in connection with the business of Seller and its goodwill. On July 20, 2016, the parties to the Purchase Agreement entered into an amendment (the “Amendment”) that revised the assets to be acquired under the Purchase Agreement. Specifically, the parties decided on the following: Specialized Energy Solutions, Inc. would transfer and assign the ability to use its name and all of its Intellectual Property to CleanSpark II, LLC, and thereafter Specialized Energy Solutions, Inc. will not be included in the Assets acquired; and Clean Spark Technologies, LLC agrees to transfer and assign all of its Intellectual Property to CleanSpark II, LLC, and thereafter Clean Spark Technologies, LLC will not be included in the Assets acquired. The Amendment also included an option to acquire Specialized Energy Solutions, Inc. and Clean Spark Technologies, LLC, which the parties agreed upon as follows: CleanSpark II, LLC is hereby granted a 3-year exclusive option to purchase Specialized Energy Solutions, Inc. for 1,000 shares of CleanSpark Inc. Common Stock; and CleanSpark II, LLC is hereby granted a 3-year exclusive option to purchase Clean Spark Technologies, LLC for 1,000 shares of CleanSpark Inc. Common Stock. On August 19, 2016, the parties to the Purchase Agreement entered into a second amendment that revised the Closing Date of the transaction. The Assumed Liabilities, consisted of certain accounts payable amounting to approximately $262,873 arising out of the Assets. Per the agreement the liabilities were to be limited to $200,000 therefore $62,873 must be reimbursed by CleanSpark Holdings, LLC. Subsequently the balance due was fully settled. (See Note 11 for additional details.) As consideration, the Company issued to Seller six million (6,000,000) shares of common stock with a fair value of $18,420,000 and five-year warrants to purchase four million five hundred thousand (4,500,000) shares of common stock at an exercise price of $1.50 per share. The warrants were valued at $13,675,500 using the Black Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 1.0%, a dividend yield of 0% and volatility rate of 218%. The warrants were fully earned and vested on July 1, 2016. Simultaneously with the Purchase Agreement, the Company entered into certain ancillary agreements (the “Ancillary Agreements”) with Seller, consisting of a bill of sale, intellectual property assignment and lock-up agreement. The lock-up agreement prevented Seller from selling the Company’s securities in the public market until after July 1, 2017. The Purchase Agreement contained customary representations, warranties and covenants. In addition, the Company and Seller agreed to appoint one (1) candidate chosen by Seller to the board of directors of the Company. As a result, Bryan Huber was appointed as a member of the board of directors. The term of the appointment of Mr. Huber shall be in accordance with the Company’s bylaws. CleanSpark provides microgrid, design, engineering, installation and consulting services to military, commercial and residential customers. The acquisition is designed to enhance the Company’s services for renewable technology and provide a pipeline for deployment of its gasification technology. As a result of the Purchase Agreement, CleanSpark, LLC became a wholly-owned subsidiary of the Company. The acquisition was accounted for under ASC 805 and the transaction was valued for accounting purposes at $32,095,500. The assets and liabilities of the Seller were recorded at their respective fair values as of the date of acquisition. Any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed was recorded as goodwill. At the acquisition date the estimated fair value of the consideration transferred consisted of the following: Shares of Common Stock $ 18,420,000 Stock warrants 13,675,500 Total purchase price $ 32,095,500 Tangible assets acquired $ 4,911,367 Liabilities assumed (262,573) Net tangible assets 4,648,794 Intangible assets acquired 22,526,847 Goodwill 4,919,859 Total purchase price $ 32,095,500 Key factors that make up the goodwill created by the transaction include knowledge and experience of the acquired team and infrastructure. Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of Seller had taken place on the first day of the fiscal year ending September 30, 2016. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Year ended, September 30, 2016 Total revenues $ 1,988,172 Net Income (loss) (5,428,519) Basic net income (loss) per common share $ (0.19) |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | Microgrid assets consisted of the combined assets at CleanSpark’s FractalGrid Demonstration Facility located at Camp Pendleton Marine Corps Base. The California Energy Commission awarded a grant to Harper Construction Company, Inc. in July 2013 to support a microgrid technology demonstration project. CleanSpark was subcontracted to provided design, development, integration, and installation services for the FractalGrid at the School of Infantry in the 52 Area of Marine Corps Base Camp Pendleton. The Microgrid control infrastructure and related components of the Project was subsequently transferred to CleanSpark for consideration and an agreement to indemnify Harper Construction for all future responsibilities of maintenance, operations and warranty. The project included integration of CleanSpark’s proprietary software and controls platform with a variety of energy storage technologies. The system utilizes solar energy generated by the Marine Corps fixed-tilt solar photovoltaic panels and fifteen dual axis tracking concentrated photovoltaic units. CleanSpark’s distributed controls combine the generation with energy storage technologies to create four separate microgrids that self-align together to create a larger microgrid that ties directly into the larger utility grid at the 12kV level, allowing the base to consume energy from the most reliable, affordable source at any given time. The system provides a 100% renewable and sustainable solution to energy security. In the event of an outage or other energy surety threat, the software can autonomously separate the microgrids from the utility and the controls operate them independently in “island” mode, without interrupting service to critical circuits. Once energy from the grid is stabilized, CleanSpark’s platform reconnects the microgrid to the utility. Each individual fractal microgrid can work independently or in concert as the larger 1.1MW FractalGrid, sharing data and energy throughout the group to improve efficiency, protect critical circuits, manage supply and demand, and allow for maintenance or repairs, as needed. The entire installation provides the Marine Corps and Department of the Navy with reliable energy security with built in cyber defense. The microgrid assets were acquired as part of the CleanSpark acquisition and were initially capitalized at $4,625,339. In March of 2017, CleanSpark was contacted by the USMC regarding the Microgrid Assets and was informed that in order to comply with legal regulations the Company would need to obtain a land lease for the land occupied by CleanSpark’s Microgrid assets. The Company entered into discussions with the intent of obtaining the required land lease but was unable to reach a resolution with the USMC. The Company was subsequently notified that the assets would need to be assigned to the USMC or be removed and the site restored to its original condition. In September of 2017, after determining it was unlikely to prevail on the required land lease the Company evaluated the costs to remove the assets and restore the site and determined that the costs were excessive and created a need to assume unnecessary risks. The Company also wanted to ensure the Microgrid continued to operate as a proving ground for its mPulse software which has operated continuously since 2014. As a result, on October 13, 2017 the Company notified the USMC that they would agree to assign the ownership of the assets to the USMC under certain conditions. The Company expects the Microgrid will continue to operate under the direction of the USMC. As of the date of this filing the assignment has not been executed. An impairment expense of $2,971,468 was recorded as a result of this pending agreement for the year ending September 30, 2017. The microgrid assets consist of the following as of September 30, 2017 and September 30, 2016: September 30, 2017 September 30, 2016 Camp Pendleton FractalGrid $ — $ 4,625,339 Less: accumulated depreciation — (57,501) Fixed assets, net $ — $ 4,567,838 Depreciation expense for the year ended September 30, 2017 and 2016 was $1,601,936 and $57,501, respectively. |
FLEXPOWER SYSTEM ASSETS
FLEXPOWER SYSTEM ASSETS | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Flexpower System | A microgrid is comprised of any number of generation, energy storage, and smart distribution assets that serve single or multiple loads, both connected to the grid and islanded. Our FlexPower system assets are composed of our mPulse integrated microgrid control platform(“mPulse”), Dynamic Network Analysis (“DNA”) and propriety engineering methods which together seamlessly integrates energy generation with energy storage devices and controls facility loads to provide energy optimization and security in real time. Systems utilizing our FlexPower technologies are able to interoperate with the local utility grid and allows users the ability to obtain the most cost-effective power for a facility. Our FlexPower system technologies are ideal for microgrid systems for the commercial, industrial, mining, defense, campus and community users ranging from 4 kw to 100 MW and beyond and Microgrids utilizing the FlexPower system technologies are capable of delivering power at or below the current cost of utility power. The FlexPower System proprietary software and methodology assets were acquired as part of the CleanSpark acquisition and the project were capitalized at $20,007,624. Proprietary software mPulse mPulse is a modular platform that enables fine-grained control of a Microgrid based on customer operational goals, equipment and forecasts of load and generation. mPulse performs high-frequency calculations, threshold-based alarming, execution of domain-specific business rules, internal and external health monitoring, historical data persistence, and system-to-operator notifications. The modular design increases system flexibility and extensibility. In addition, the deployment of the mPulse system follows a security-conscious posture by deploying hardware-based firewalls as well as encryption across communication channels. mPulse allows configuration for site-specific equipment and operation and provides a clean, informative user interface to allow customers to monitor and analyze the data streams that describe how their microgrid is operating. mPulse supports CleanSpark’s innovative fractal approach to microgrid design, which enables multiple microgrids on a single site to interact in a number of different ways, including as peers, in a parent-child relationship, and in parallel or completely disconnected. Each grid can have different operational objectives, and those operational objectives can change over time. Any microgrid can be islanded from the rest of the microgrid as well as the larger utility grid. The mPulse software can control the workflow required in both the islanding steps as well as the reconnecting steps of this maneuver and coordinate connected equipment such that connections are only made when it is safe to do so. The mPulse software has proven to be robust and reliable, operating successfully at the Camp Pendleton FractalGrid installation continuously for over 3 years with minimal maintenance and support required. Dynamic Network Analysis The Dynamic Network Analysis (DNA) tool provides a robust microgrid modeling solution. DNA takes utility rate data and load data for a customer site and helps automate the sizing and analysis of potential microgrid solutions as well as providing a financial analysis around each grid configuration. DNA uses historical weather data to generate projected energy generation from PV arrays and models how storage responds to varying operational modes and command logics based upon predicted generation and load curves. DNA analysis multiple equipment combinations and operation situation to determine the optimal grid configuration for a site based on the financials, equipment outlay, utility cost savings, etc., to arrive at payback and IRR values. This ultimately provides us with data to design a microgrid that will meet the customers’ performance benchmarks. Planned improvements On September 27, 2017, the Company launched its development of mPulse 2.0 and DNA 2.0. These improvements are being built into our existing software platforms and add significant improvements, which focus on positioning, integration, focus and quality, as outlined below. Positioning When mPulse originally was developed, a main focus of the platform and the industry was resiliency of microgrid operation, specifically in military contexts. Since that time, the microgrid landscape has continued to evolve, and there is growing opportunity within the commercial and industrial space as the markets in these spaces desire microgrids capable of obtaining the highest economic advantage. Further, this growing focus on economic advantage is in line with the continued market evolution toward an open energy market at regional levels. CleanSpark wants to be well positioned to enter into this market at each step of its availability, from responding to demand response requests all the way through participating in ancillary grid service markets and fully open transactive energy markets as regulation matures. To position ourselves, the mPulse platform operation is being improved to mirror the predicted energy market progression by implementing internal markets at each level of the system. In these internal markets, energy producing assets are modeled as sellers, and energy consuming assets are modeled as buyers, with the market playing matchmaker between the two and virtually “selling” available energy to the highest bidder, thereby satisfying the energy loads at the highest economic advantage for both participants at any given moment. The internal energy market running at our customers’ sites will take daily feeds of production and load forecasts from the platform to set up the daily market parameters, then ingest a stream of current positions of both buyers and sellers as well as their individual pricing information, which is calculated based on the details of the energy rate under which those consumers operate. Consumers bid into the market along the schedule of the specific rate structure under which those loads operate, with bids including the calculated value of energy and power based on that rate and the predicted total use and power profile during the time period of that bid. Based on the predicted generation profile and the other active bids currently being satisfied, the market either fills or cannot fill the newly received bid, and based on the market’s feedback, the consumer’s operation mode and setpoint will change, which will determine the actual control commands sent to related equipment. This market scenario is mirrored at every level, from an individual node potentially consisting of only one producer and one consumer (power source and meter, respectively), to a higher-level node, in which other nodes participate as either net producers or net consumers, to the site level, and even up to regional level, where sites may participate in the market directly. At each level, details of the level below are aggregated and abstracted away, so each level operates in a simple and self-similar way, mirroring the physical construction of the FractalGrid. These markets shine in optimization scenarios, especially around times of just enough supply or even slight scarcity, which are expected to allow CleanSpark to reap the maximum economic value for our customers even in the case of undersized grids. . In addition, this flexibility allows for ease of integration for new market participants at each level as regulation matures to support further Demand Response programs, ancillary service markets, and eventually peer-to-peer transactive energy. Integration While DNA has been invaluable in evaluating sites for potential solutions and then creating detailed proposals for those sites, it currently exists as a siloed application. The two tools will be integrated and share fundamental portions of the platform, which will enable increased consistency, performance, feedback and overall system improvements. At its root, DNA is a simulation platform that models the interactions of generation, load, and storage. This simulation uses customer-supplied or CleanSpark-derived load data, generation forecasts, and modeled storage behavior to take a virtual site step by step through a time period with different operation and equipment scenarios. Ultimately, this gives us data to produce a proposal and performance benchmarks that we may be obligated to meet during actual site operation. In order to maximize the probability of meeting those performance obligations, we will use the very same operational logic within the virtual site simulation, which will enable us to embed the economic optimization market functionality within our proposal tool. This not only will help ensure our ability to produce the results we predict, it will also help us understand the maximum value our system can provide to the customer from the start, which may increase the number of opportunities open to us to pursue, unlocking more business. By integrating the architectural patterns and cloud operating platform of DNA and mPulse we will increase performance of both tools, which will enable us to run large numbers of simulation scenarios in parallel, increasing our analysis throughput. The elastic nature of the cloud will facilitate our storing much more data which includes both information used as inputs to DNA simulations as well as the simulation results. This data will quickly grow into a wealth of data that will enable feedback into the model as well as continuous refinement of the parameters that define optimal sites we should pursue, allowing us to target our business development efforts. Focus For mPulse 2.0, we are focusing on furthering the development of the economic optimization logic in the platform, including an increased push toward deep learning algorithms and more effective forecasting both on solar generation and facility load. Quality We employ a quality-first mindset in all aspects of our software design. From a software architecture point of view, this translates in designing for the maintainability, extensibility, scalability, availability, accessibility, and deployability of the system. These planned improvements paired with our design and engineering methods and experience should help keep CleanSpark on the cutting edge of the microgrid industry. Because of the improvements outlined above the Company completed an analysis of the original systems and determined which components of the system would be replaced or discarded. The Company determined that approximately 13% of DNA would be replaced by new components in DNA 2.0 and approximately 45% of the components of mPulse would be replaced in mPulse 2.0. The Company plans to make an initial release of both mPulse 2.0 and DNA 2.0 available to customers in the Company’s third fiscal year of 2018. As a result of the planned improvements, the Company recorded an impairment of $5,039,078 related directly to the components that will no longer be utilized. The FlexPower system consists of the following as of September 30, 2017 and September 30, 2016: September 30, 2017 September 30, 2016 DNA software $ 4,663,513 $ 5,329,118 MPulse software 5,923,197 10,658,237 Engineering trade secrets 4,020,269 4,020,269 Less: accumulated amortization (1,210,405 ) (331,638) Intangible assets, net $ 13,396,574 $ 19,675,986 Amortization expense for the year ended September 30, 2017 and 2016 was $1,334,057 and $331,638, respectively. |
MICROGRID ASSETS
MICROGRID ASSETS | 12 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
MicroGrid Assets | Microgrid assets consisted of the combined assets at CleanSpark’s FractalGrid Demonstration Facility located at Camp Pendleton Marine Corps Base. The California Energy Commission awarded a grant to Harper Construction Company, Inc. in July 2013 to support a microgrid technology demonstration project. CleanSpark was subcontracted to provided design, development, integration, and installation services for the FractalGrid at the School of Infantry in the 52 Area of Marine Corps Base Camp Pendleton. The Microgrid control infrastructure and related components of the Project was subsequently transferred to CleanSpark for consideration and an agreement to indemnify Harper Construction for all future responsibilities of maintenance, operations and warranty. The project included integration of CleanSpark’s proprietary software and controls platform with a variety of energy storage technologies. The system utilizes solar energy generated by the Marine Corps fixed-tilt solar photovoltaic panels and fifteen dual axis tracking concentrated photovoltaic units. CleanSpark’s distributed controls combine the generation with energy storage technologies to create four separate microgrids that self-align together to create a larger microgrid that ties directly into the larger utility grid at the 12kV level, allowing the base to consume energy from the most reliable, affordable source at any given time. The system provides a 100% renewable and sustainable solution to energy security. In the event of an outage or other energy surety threat, the software can autonomously separate the microgrids from the utility and the controls operate them independently in “island” mode, without interrupting service to critical circuits. Once energy from the grid is stabilized, CleanSpark’s platform reconnects the microgrid to the utility. Each individual fractal microgrid can work independently or in concert as the larger 1.1MW FractalGrid, sharing data and energy throughout the group to improve efficiency, protect critical circuits, manage supply and demand, and allow for maintenance or repairs, as needed. The entire installation provides the Marine Corps and Department of the Navy with reliable energy security with built in cyber defense. The microgrid assets were acquired as part of the CleanSpark acquisition and were initially capitalized at $4,625,339. In March of 2017, CleanSpark was contacted by the USMC regarding the Microgrid Assets and was informed that in order to comply with legal regulations the Company would need to obtain a land lease for the land occupied by CleanSpark’s Microgrid assets. The Company entered into discussions with the intent of obtaining the required land lease but was unable to reach a resolution with the USMC. The Company was subsequently notified that the assets would need to be assigned to the USMC or be removed and the site restored to its original condition. In September of 2017, after determining it was unlikely to prevail on the required land lease the Company evaluated the costs to remove the assets and restore the site and determined that the costs were excessive and created a need to assume unnecessary risks. The Company also wanted to ensure the Microgrid continued to operate as a proving ground for its mPulse software which has operated continuously since 2014. As a result, on October 13, 2017 the Company notified the USMC that they would agree to assign the ownership of the assets to the USMC under certain conditions. The Company expects the Microgrid will continue to operate under the direction of the USMC. As of the date of this filing the assignment has not been executed. An impairment expense of $2,971,468 was recorded as a result of this pending agreement for the year ending September 30, 2017. The microgrid assets consist of the following as of September 30, 2017 and September 30, 2016: September 30, 2017 September 30, 2016 Camp Pendleton FractalGrid $ — $ 4,625,339 Less: accumulated depreciation — (57,501) Fixed assets, net $ — $ 4,567,838 Depreciation expense for the year ended September 30, 2017 and 2016 was $1,601,936 and $57,501, respectively. |
INTANGIBLE AND OTHER ASSETS
INTANGIBLE AND OTHER ASSETS | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
INTANGIBLE AND OTHER ASSETS | Intangible assets consist of the following as of September 30, 2017 and September 30, 2016: September 30, 2017 September 30, 2016 Patents $ 89,473 $ 82,641 Websites 14,532 9,777 Brand and Client lists 2,497,472 2,497,472 Trademarks 5,928 4,858 Software 26,990 10,728 Less: accumulated amortization (417,839 ) (137,546) Intangible assets, net $ 2,216,566 $ 2,467,930 Amortization expense for the year ended September 30, 2017 and 2016 was $280,293 and $130,420, respectively. |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
FIXED ASSETS | During the year ending September 30, 2017, the Company disposed of fixed assets with a net book value of $19,817 in exchange for consideration of $7,000. As a result, the company reported a $12,817 loss on disposal of assets for the year ending September 30, 2017. The Company also impaired certain machinery and equipment totaling $540,775, net of accumulated depreciation for which the company is unable to ensure recoverability of costs. Fixed assets consist of the following as of September 30, 2017 and September 30, 2016: September 30, 2017 September 30, 2016 Machinery and equipment $ 133,061 $ 769,276 Furniture and fixtures 74,393 72,484 Total 207,454 841,760 Less: accumulated depreciation (82,013 ) (58,785) Fixed assets, net $ 125,441 $ 782,975 Depreciation expense for the year ended September 30, 2017 and 2016 was $102,054 and $58,897, respectively. |
LOANS
LOANS | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
LOANS | On September 5, 2017, the Company executed a 9% secured promissory note with a face value of $150,000 with an investor. Under the terms of the promissory note the Company received $150,000 and agreed to make monthly interest payments and repay the note principal 24 months from the date of issuance. As of September 30, 2017, Company’s owed $150,000 in principal and $666 in accrued interested under the terms of the agreement. The note is secured by 150,000 shares which would be issued to the note holder only in the case of an uncured default. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | On October 1, 2014, we entered into a Consulting agreement with Matthew Schultz, our Chief Executive Officer for management services. In accordance with this agreement Mr. Schultz provides services to us in exchange for $7,500 per month plus reimbursable expenses incurred. On July 1, 2016, the Company amended the agreement and the monthly fees for his services was increased to $15,000 per month in compensation. On January 1, 2017, the agreement was further amended to include an additional $1,000 medical insurance stipend and a bonus of 0.5% of gross revenue. The term of the agreement is one year and automatically renews until cancelled by either party. During the year ending September 30, 2017 and 2016 Mr. Schultz earned $193,425 and $112,500, respectively, in accordance with this agreement. During the year ending September 30, 2017 and 2016, Mr. Schultz allowed the Company to defer $25,673 and $15,000 as accrued compensation as of September 30, 2017 and 2016, respectively. Subsequent to the end of the Company’s fiscal yearend Mr. Schultz continued to allow his pay to be deferred, as of the date of this filing the Company owes Mr. Schultz $58,810 in deferred compensation. On July 1, 2016, we entered into a Consulting agreement with Zachary Bradford, our President and Chief Financial Officer for management services. In accordance with this agreement, Mr. Bradford provides services to us in exchange for $15,000 per month plus reimbursable expenses incurred. On January 1, 2017, the agreement was amended to include an additional $1,000 medical insurance stipend and a bonus of 0.5% of gross revenue. The term of the agreement is one year and automatically renews until cancelled by either party. During the year ending September 30, 2017 and 2016 Mr. Bradford earned $193,425 and $45,000, respectively, in accordance with this agreement. During the year ending September 30, 2017 and 2016, Mr. Bradford allowed the Company to defer $26,360 and $30,000 as accrued compensation as of September 30, 2017 and 2016, respectively. Subsequent to the end of the Company’s fiscal yearend Mr. Bradford continued to allow his pay to be deferred, as of the date of this filing the Company owes Mr. Bradford $78,252 in deferred compensation. On August 13, 2017, the Company executed a 15% promissory note with a face value of $80,000 with Zachary Bradford, its President and Chief Financial Officer. Under the terms of the promissory note the Company received $80,000 and agreed to repay the note evenly over 12 months. As of September 30, 2017, Company’s owed $73,333 in principal and $600 in accrued interested under the terms of the agreement. On July 1, 2016, we entered into a Consulting agreement with Bryan Huber, our Chief Operations Officer for management services. In accordance with this agreement, Mr. Huber provided services to us in exchange for $104,000 per year plus reimbursable expenses incurred. On January 1, 2017, the agreement was amended and the fee for his services increased to $117,000 and also to include an additional a $500 medical insurance stipend and a bonus of 0.5% of gross revenue. The term of the agreement is one year and automatically renews until cancelled by either party. During the years ending September 30, 2017 and 2016 Mr. Huber earned $116,311 and $26,400, respectively, in accordance with this agreement. During the year ending September 30, 2017 and 2016, Mr. Huber allowed the Company to defer $6,288 and $12,000 in accrued compensation and reimbursable expenses as of September 30, 2017 and 2016, respectively. On March 10, 2017, the Company entered into a Consulting agreement with Adam Maher, its Senior Vice President for management and business development services. In accordance with this agreement, Mr. Maher provides services to the Company in exchange for $120,000 per year, 0.5% bonus on revenues, 2.0% on revenue from direct sales plus reimbursable expenses incurred. $70,971 was recorded as a consulting expenses under this this agreement. As of September 30, 2017, Mr. Maher was owed $268 in accrued compensation and unreimbursed expenses in accordance with this agreement. The Company’s line of business requires high skilled employees who are appropriately compensated for their specialized skills. Employment agreements range from $90,000 to $172,500 per year, and include a taxable stipend for healthcare, performance bonuses and are subject to standard payroll taxes. On February 6, 2017, the Company and CleanSpark Holdings, LLC (“Holdings”) entered into an Assumption of Debt Agreement to settle Debts Holdings owed the Company related to the June 30, 2016 Purchase Agreement. Pursuant to the Purchase Agreement, the Company agreed to assume up to $200,000 in liabilities arising out of the assets. In the course of subsequent due diligence, CleanSpark discovered that they had actually assumed $275,586 in liabilities. As a result of the overage in assumed liabilities, Holdings paid the Company $25,000 and remained indebted to CleanSpark for the remaining overage amount of $50,586. Holdings agreed to reassume $44,919 in settlement of the full amount of the debt overage and the Company agreed to accept the assumption of $44,919 in settlement of the full amount of the Debt overage. A loss on settlement of debt of $5,667 was recorded by the Company as a result of the agreement. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY (DEFICIT) | Overview The Company’s authorized capital stock consists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2017, there were 33,409,471 shares of common stock issued and outstanding and 1,000,000 shares of preferred stock issued and outstanding. Description of Common Stock The Company’s common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by the Company’s board of directors with respect to any series of preferred stock, the holders of common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of the Company’s common stock representing fifty percent (50%) of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation, merger or an amendment to the Company’s articles of incorporation. Subject to any preferential rights of any outstanding series of preferred stock created by the Company’s board of directors from time to time, the holders of shares of common stock will be entitled to such cash dividends as may be declared from time to time by the Company’s board of directors from funds available therefor. Subject to any preferential rights of any outstanding series of preferred stock created from time to time by the Company’s board of directors, upon liquidation, dissolution or winding up, the holders of shares of common stock will be entitled to receive pro rata all assets available for distribution to such holders. In the event of any merger or consolidation of the Company with or into another company in connection with which shares of the Company’s common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of the Company’s common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of the Company’s common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock. Description of Preferred Stock The Company’s board of directors is authorized to divide the authorized shares of the Company’s preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. The Company’s board of directors is authorized, within any limitations prescribed by law and the Company’s articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock, including, but not limited to, the following: • the rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends accrue; whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption; • the amount payable upon shares in the event of voluntary or involuntary liquidation; • sinking fund or other provisions, if any, for the redemption or purchase of shares; • the terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion; voting powers, if any, provided that if any of the preferred stock or series thereof have voting rights, such preferred stock or series shall vote only on a share for share basis with the common stock on any matter, including, but not limited to, the election of directors, for which such preferred stock or series has such rights; and, • subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as the board of directors may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada. On April 15, 2015, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) with the Nevada Secretary of State. The Certificate of Amendment authorized ten million (10,000,000) shares of preferred stock. The Company’s Board of Directors and a majority of its shareholders approved the Certificate of Amendment. On April 15, 2015, pursuant to Article IV of our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up to one million (1,000,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will be entitled to quarterly dividends on 2% of our earnings before interest, taxes and amortization. The dividends are payable in cash or common stock. The holders will also have a liquidation preference on the state value of $0.02 per share plus any accumulated but unpaid dividends. The holders are further entitled to have the Company redeem their Series A Preferred Stock for three shares of common stock in the event of a change of control and they are entitled to vote together with the holders of the Company’s common stock on all matters submitted to shareholders at a rate of forty-five (45) votes for each share held. Common Stock issuances During the period commencing October 1, 2016 through September 30, 2017, the Company received $880,000 from 38 investors pursuant to private placement agreements with the investors to purchase 1,101,000 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.80 for each share of Common stock. In November of 2016, the Company issued 2,932,704 shares of common stock to two officers for the cashless exercise of 3,000,000 options. In December of 2016, the Company issued 1,466,352 shares of common stock to a director for the cashless exercise of 1,500,000 options. On April 13, 2017, the Company issued 25,000 shares of common stock to a consultant for services. The shares were valued at $2.75 per share or $68,750, which was the quoted closing price of our Common stock on the date of issuance. On February 9, 2017, the Company entered into a Debt Settlement Agreement with Webcor Construction LP (“Webcor”) to settle $158,753 in debt owed to Webcor. The Company agreed to pay Webcor $58,000 on or before February 28, 2017 and to issue 50,000 shares of the Company’s common stock within 4 days of execution. Upon receipt of payment, Webcor agreed to release the full amount of the debt. The shares issued were deemed to have a fair value of $212,500 on the date of the transaction and a loss on settlement of debt of $111,747 was recorded as a result of the Debt Settlement Agreement. The cash payment was made per the agreement on February 28, 2017. |
STOCK WARRANTS
STOCK WARRANTS | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
STOCK WARRANTS | The following is a summary of stock warrant activity during the year ended September 30, 2016 and year ended September 30, 2017. Number of Shares Weighted Average Exercise Price Balance, September 30, 2015 8,097,600 $ 0.10 Warrants granted and assumed 5,014,500 $ 1.38 Warrants expired — — Warrants canceled — — Warrants exercised — — Balance, September 30, 2016 13,112,100 $ 0.59 Warrants granted and assumed — $ — Warrants expired — — Warrants canceled — — Warrants exercised 4,500,000 0.083 Balance, September 30, 2017 8,612,100 $ 0.85 As of September 30, 2017, there are warrants exercisable to purchase 8,612,100 shares of common stock in the Company. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
STOCK OPTIONS | The Company sponsors a stock-based incentive compensation plan known as the 2017 Incentive Plan (the “Plan”), which was established by the Board of Directors of the Company in September 2017. A total of 3,000,000 shares were initially reserved for issuance under the Plan. The following is a summary of stock option activity during the year ended September 30, 2017. Number of Shares Weighted Average Exercise Price Balance, September 30, 2016 — $ — Warrants granted and assumed 6,902 $ 3.45 Warrants expired — — Warrants canceled — — Warrants exercised — — Balance, September 30, 2017 6,902 $ 3.45 The Plan allows the Company to grant incentive stock options, non-qualified stock options, stock appreciation right, or restricted stock. The incentive stock options are exercisable for up to ten years, at an option price per share not less than the fair market value on the date the option is granted. The incentive stock options are limited to persons who are regular full-time employees of the Company at the date of the grant of the option. Non-qualified options may be granted to any person, including, but not limited to, employees, independent agents, consultants and attorneys, who the Company’s Board believes have contributed, or will contribute, to the success of the Company. Non-qualified options may be issued at option prices of less than fair market value on the date of grant and may be exercisable for up to ten years from date of grant. The option vesting schedule for options granted is determined by the Board of Directors at the time of the grant. The Plan provides for accelerated vesting of unvested options if there is a change in control, as defined in the Plan. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $5,134,484 which is calculated by multiplying a 34% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items: The components of the Company's deferred tax asset as of September 30, 2017 and 2016 are as follows: For the period ended September 30, 2017 2016 Book loss for the year $ (13,498,526) $ (2,540,562) Adjustments: Non-deductible portion of meals and entertainment 8,736 6,068 Non-deductible portion of stock compensation 50,130 1,482,052 Non-deductible penalties — — Tax loss for the year (13,439,660) (1,052,442) Estimated effective tax rate 34% 34% Deferred tax asset $ (4,569,484) $ (357,830) As of September 30, 2017 2016 Deferred tax asset $ 5,134,484 $ 565,057 Valuation allowance (5,134,484 ) (565,057) Current taxes payable — — Income tax expense $ — $ — Below is a chart showing the total estimated corporate federal net operating loss (NOL) and the year in which it will expire. Year Amount Expiration 2017 $ 4,569,484 2037 2016 358,000 2036 2015 82,000 2035 2014 1,000 2034 2013 12,000 2033 2012 7,000 2032 2011 13,000 2031 2010 6,000 2030 2009 10,000 2029 2008 7,000 2028 2007 1,000 2027 2006 1,000 2026 2005 — 2025 2004 61,000 2024 2003 — 2023 2002 4,000 2022 2001 2,000 2021 Total $ 5,134,484 The Company plans to file its U.S. federal return for the year ended September 30, 2017 upon the issuance of this filing. The tax years 2012-2016 remained open to examination for federal income tax purposes by the major tax jurisdictions to which the Company is subject. No tax returns are currently under examination by any tax authorities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | On January 22, 2016, the Company relocated its corporate office to 70 North Main Street, Suite 105, Bountiful, Utah 84010. The Company executed a one-year lease agreement that calls for the Company to make payments of $850 per month. The Company has prepaid rent for January 2017. Future minimum lease payments under the operating leases for the facilities as of September 30, 2017, are $0. The Company continues to occupy the leased space on a month to month basis at a rate of $850 per month. CleanSpark, LLC has agreed to warranty and maintain the microgrid assets located on the FractalGrid Demonstration Facility to Camp Pendleton Marine Corp Base. In exchange, the Company has been granted the permission to locate its system on the base and the access to conduct guided tours of the FractalGrid Demonstration Facility for the Company’s potential customers. The Company expects to be release from its warranty obligations upon release of the assets to USMC Camp Pendleton. (see Note 7. for additional details) On December 16, 2016, the Company executed an 18-month lease agreement at 6365 Nancy Ridge Drive, 2 nd The Company was awarded a $900,000 contract from Bethel-Webcor JV. Under the contract terms we will install a turn-key advanced microgrid system at the U.S. Marine Corps Base Camp Pendleton. The contract is in direct support of the United States Department of Navy's communication information system (CIS) operations complex at the U.S. Marine Corps Base Camp Pendleton that was recently awarded to the Joint-Venture. The Company plans to begin on-site work for this project in February of 2018. |
MAJOR CUSTOMERS AND VENDORS
MAJOR CUSTOMERS AND VENDORS | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
MAJOR CUSTOMER | For the year ended September 30, 2017 and 2016, the Company had the following customers that represented more than 10% of sales. September 30, 2017 September 30, 2016 Bethel-Webcor JV-1 10.8% 100% Jacobs/ HDR a joint venture 13.0% — Macerich 24.4% — Firenze 20.0% — For the year ended September 30, 2017, the Company had the following suppliers that represented more than 10% of direct material costs. September 30, 2017 CED Greentech 54.9% Integrated power systems 11.5% Simpliphi Power 27.6% For the year ended September 30, 2016, the Company had no suppliers that represented more than 10% of direct material costs. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | During the period commencing October 1, 2017 through January 10, 2017, the Company received $147,500 from 11 investors pursuant to private placement agreements with the investors to purchase 184,375 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.80 for each share of Common stock. On October 6, 2017, the Company executed a 58.3% promissory note with a face value of $45,000 with a financial institution. Under the terms of the promissory note the Company received $45,000 and agreed to repay the note evenly over 12 months. On November 20, 2017, the Company executed a 10% secured promissory note with a face value of $80,000 with an investor. Under the terms of the promissory note the Company received $80,000 and agreed to make monthly interest payments and repay the note principal 12 months from the date of issuance. On November 11, 2017, the Company executed a 10% secured promissory note with a face value of $100,000 with an investor. Under the terms of the promissory note the Company received $100,000 and agreed to make monthly interest payments and repay the note principal 24 months from the date of issuance. The note is secured by 100,000 shares which would be issued to the note holder only in the case of an uncured default. On December 5, 2017, the Company executed a 9% secured promissory note with a face value of $50,000 with an investor. Under the terms of the promissory note the Company received $50,000 and agreed to make monthly interest payments and repay the note principal 24 months from the date of issuance. The note is secured by 50,000 shares which would be issued to the note holder only in the case of an uncured default. On December 15, 2017, an investor exercised warrants to purchase 27,548 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.363 for each share of Common stock. The Company receive $10,000 as a result of this exercise. On January 1, 2018, the Company issued warrants to purchase 100,000 shares of common stock at an exercise price of $0.80 per share to an advisor for business advisory services. The warrants were valued at $234,095 using the Black Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 2.01%, a dividend yield of 0% and volatility rate of 158%. The warrants were fully earned and vested on January 1, 2018. On January 12, 2017, the Company executed a 58.5% promissory note with a face value of $18,400 with a financial institution. Under the terms of the promissory note the Company received $18,400 and agreed to repay the note and interest evenly over 12 months. |
SUMMARY OF SIGNIFICANT POLICI26
SUMMARY OF SIGNIFICANT POLICIES (Details) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of CleanSpark, Inc., and its wholly owned operating subsidiaries, CleanSpark, LLC, and CleanSpark, II, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Use of Estimates | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Cash and cash equivalents | For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There was $57,128 and $436,529 in cash and cash equivalents as of September 30, 2017 and September 30, 2016, respectively. |
Fair Value of Financial Instruments | The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Revenue recognition | The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the year ended September 30, 2017 and 2016, the Company reported revenues of $447,963 and $82,031, respectively. Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. The Asset, “Costs in excess of billings”, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs”, represents billings in excess of revenues recognized on contracts in progress. At September 30, 2017 and September 30, 2016, the costs in excess of billings balance were $0 and $0, and the billings in excess of costs balance were $0 and $0, respectively. Accounts receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $0 and $0 were included in the balance of trade accounts receivable as of September 30, 2017 and September 30, 2016, respectively. |
Long-lived Assets | In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the year ended September 30, 2017 and 2016 the Company recorded an impairment expense of $8,551,321 and $0, respectively. |
Stock-based compensation | Stock-based compensation Compensation-Stock Compensation, |
Income taxes | The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “ Income Taxes |
Non-Employee Stock Based Compensation | The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Earnings (loss) per share | The Company reports earnings (loss) per share in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “ Earnings Per Share, |
Recent Accounting Pronouncements | The Company has evaluated all other recent accounting pronouncements through September 30, 2015, and believes that none of them will have a material effect on the Companys consolidated financial position, results of operations or cash flows. |
Warranty Liability | The Company establishes warranty liability reserves to provide for estimated future expenses as a result of installation and product defects, product recalls and litigation incidental to the Company’s business. Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with the Company’s general counsel and outside counsel retained to handle specific product liability cases. The Company’s manufacturers and service providers currently provide substantial warranties between ten to twenty-five years with full reimbursement to replace and install replacement parts. Warranty costs and associated liabilities for the periods ended September 30, 2017 and September 30, 2016 were $0 and $0, respectively. |
Business Combinations | The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Segment Reporting | Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company's core business. |
Recently Issued Accounting Pronouncements | The Company has evaluated the all recent accounting pronouncements through ASU 2017-15, and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows. |
Accounts Receivable | Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable are presented net of an allowance for doubtful accounts of $0 and $0 at September 30, 2017, and September 30, 2016, respectively. |
Concentration Risk | At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of September 30, 2017, the cash balance in excess of the FDIC limits was $0. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Indefinite Lived Intangibles and Goodwill Assets | The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Fair Value of the consideration transferred | Shares of Common Stock $ 18,420,000 Stock warrants 13,675,500 Total purchase price $ 32,095,500 Tangible assets acquired $ 4,911,367 Liabilities assumed (262,573) Net tangible assets 4,648,794 Intangible assets acquired 22,526,847 Goodwill 4,919,859 Total purchase price $ 32,095,500 |
Pro Forma Results | Year ended, September 30, 2016 Total revenues $ 1,988,172 Net Income (loss) (5,428,519) Basic net income (loss) per common share $ (0.19) |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | September 30, 2017 September 30, 2016 Prepaid stock compensation $ — $ 50,130 Prepaid compensation 5,241 — Prepaid professional fees 2,500 — Prepaid rents — 850 Prepaid dues and subscriptions 4,696 — Prepaid insurance and bonds 17,119 6,742 Total prepaid expenses $ 40,624 $ 57,722 |
FlEXPOWER SYSTEM (Tables)
FlEXPOWER SYSTEM (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Flexpower System | September 30, 2017 September 30, 2016 DNA software $ 4,663,513 $ 5,329,118 MPulse software 5,923,197 10,658,237 Engineering trade secrets 4,020,269 4,020,269 Less: accumulated amortization (1,210,405 ) (331,638) Intangible assets, net $ 13,396,574 $ 19,675,986 |
MICROGRID ASSETS (Tables)
MICROGRID ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Microgrid Assets | September 30, 2017 September 30, 2016 Camp Pendleton FractalGrid $ — $ 4,625,339 Less: accumulated depreciation — (57,501) Fixed assets, net $ — $ 4,567,838 |
INTANGIBLE AND OTHER ASSETS (Ta
INTANGIBLE AND OTHER ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | September 30, 2017 September 30, 2016 Patents $ 89,473 $ 82,641 Websites 14,532 9,777 Brand and Client lists 2,497,472 2,497,472 Trademarks 5,928 4,858 Software 26,990 10,728 Less: accumulated amortization (417,839 ) (137,546) Intangible assets, net $ 2,216,566 $ 2,467,930 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | September 30, 2017 September 30, 2016 Machinery and equipment $ 133,061 $ 769,276 Furniture and fixtures 74,393 72,484 Total 207,454 841,760 Less: accumulated depreciation (82,013 ) (58,785) Fixed assets, net $ 125,441 $ 782,975 |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Warrant Summary | Number of Shares Weighted Average Exercise Price Balance, September 30, 2015 8,097,600 $ 0.10 Warrants granted and assumed 5,014,500 $ 1.38 Warrants expired — — Warrants canceled — — Warrants exercised — — Balance, September 30, 2016 13,112,100 $ 0.59 Warrants granted and assumed — $ — Warrants expired — — Warrants canceled — — Warrants exercised 4,500,000 0.083 Balance, September 30, 2017 8,612,100 $ 0.85 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Stock Options | Number of Shares Weighted Average Exercise Price Balance, September 30, 2016 — $ — Warrants granted and assumed 6,902 $ 3.45 Warrants expired — — Warrants canceled — — Warrants exercised — — Balance, September 30, 2017 6,902 $ 3.45 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | For the period ended September 30, 2017 2016 Book loss for the year $ (13,498,526) $ (2,540,562) Adjustments: Non-deductible portion of meals and entertainment 8,736 6,068 Non-deductible portion of stock compensation 50,130 1,482,052 Non-deductible penalties — — Tax loss for the year (13,439,660) (1,052,442) Estimated effective tax rate 34% 34% Deferred tax asset $ (4,569,484) $ (357,830) |
Schedule of Income Tax Expense | As of September 30, 2017 2016 Deferred tax asset $ 5,134,484 $ 565,057 Valuation allowance (5,134,484 ) (565,057) Current taxes payable — — Income tax expense $ — $ — |
Schedule of Operating Loss Carryforwards | Year Amount Expiration 2017 $ 4,569,484 2037 2016 358,000 2036 2015 82,000 2035 2014 1,000 2034 2013 12,000 2033 2012 7,000 2032 2011 13,000 2031 2010 6,000 2030 2009 10,000 2029 2008 7,000 2028 2007 1,000 2027 2006 1,000 2026 2005 — 2025 2004 61,000 2024 2003 — 2023 2002 4,000 2022 2001 2,000 2021 Total $ 5,134,484 |
MAJOR CUSTOMER (Tables)
MAJOR CUSTOMER (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Major Customers | September 30, 2017 September 30, 2016 Bethel-Webcor JV-1 10.8% 100% Jacobs/ HDR a joint venture 13.0% — Macerich 24.4% — Firenze 20.0% — |
Major Suppliers | September 30, 2017 CED Greentech 54.9% Integrated power systems 11.5% Simpliphi Power 27.6% |
ORGANIZATION AND LINE OF BUSI37
ORGANIZATION AND LINE OF BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Jul. 01, 2016 | Mar. 25, 2014 | |
Date of Incorporation | Oct. 15, 1987 | ||
Date began publically trading | Jan. NaN, 1988 | ||
Liabilities Assumed | $ 200,000 | ||
Gisifier Liabilities Assumed | $ 156,900 |
BASIS OF PRESENTATION AND GOI38
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated earnings (deficit) | $ (19,933,366) | $ (6,434,840) |
SUMMARY OF SIGNIFICANT POLICI39
SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 09, 2017 | |
Accounting Policies [Abstract] | |||
Cash | $ 57,128 | $ 436,529 | |
Revenues | 447,963 | 82,031 | |
Concentration Risk | 0 | ||
Options Issued | 6,902 | ||
Excersize price per share | $ 3.45 | ||
Impairment Expense | $ 8,551,321 | $ 0 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) | 12 Months Ended |
Sep. 30, 2016USD ($)shares | |
Accounting Policies [Abstract] | |
Shares of Common Stock | shares | 18,420,000 |
Stock Warrants | shares | 13,675,500 |
Total Purchase Price | $ 32,095,500 |
Tangible Assets Acquired | 4,911,367 |
Liabilities Assumed | (262,573) |
Net Tangible Assets | 4,648,794 |
Intangible Assets Acquired | 22,526,847 |
Goodwill | 4,919,589 |
Total Purchase Price | 32,095,500 |
Total Revenues | 1,988,172 |
Net Income (Loss) | $ (5,428,519) |
Basic and dilutedincome (loss) per common share | (19.00%) |
BUSINESS ACQUISITION (Details n
BUSINESS ACQUISITION (Details narrative) | 12 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Accounting Policies [Abstract] | |
Date of Transaction | Aug. 19, 2016 |
Accounts Payable | $ 262,873 |
Liabilities limited to | 200,000 |
Liabilities to be Reimbursed | $ 62,873 |
Shares issued to Seller | shares | 6,000,000 |
Fair Value of Shares Issued | $ 18,420,000 |
Exercise Price Per Share | $ / shares | $ 1.5 |
Warrants to purchase shares | shares | 4,500,000 |
Value of Warrants Issued | $ 13,675,500 |
details | As consideration, the Company issued to Seller six million (6,000,000) shares of common stock with a fair value of $18,420,000 and five-year warrants to purchase four million five hundred thousand (4,500,000) shares of common stock at an exercise price of $1.50 per share. The warrants were valued at $13,675,500 using the Black Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 1.0%, a dividend yield of 0% and volatility rate of 218%. The warrants were fully earned and vested on July 1, 2016. |
Fair Value of Asset Acquired | $ 32,095,500 |
PREPAID EXPENSES - (Details)
PREPAID EXPENSES - (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Prepaid Expenses - Schedule Of Fixed Assets Details | ||
Prepaid Stock Compensation | $ 50,130 | |
Prepaid Compensation | 5,241 | |
Prepaid Professional Fees | 2,500 | |
Prepaid rents | 850 | |
Prepaid Dues and Subscriptions | 4,696 | |
Prepaid Insurance and Bonds | 17,119 | 6,742 |
Total prepaid expenses | $ 40,624 | $ 57,722 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) | 12 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Date of Agreement | Jan. NaN, 1988 |
Consulting Agreement | |
Date of Agreement | Jan. 15, 2016 |
Options Granted, Fair Value | $ 6,720 |
Value Per Share | $ / shares | $ 0.33 |
Options Term | 1 year |
Shares Issued | shares | 20,000 |
Cash Monthly Fee First Six Months | $ 3,500 |
Cash Monthly Fee First Last Months | 6,500 |
Recorded Expense | $ 17,425 |
Board Advisor | |
Date of Agreement | Jan. 22, 2016 |
Strike Price | $ / shares | $ 0.33 |
Options Granted, Fair Value | $ 105,000 |
Value Per Share | $ / shares | $ 3 |
Options Term | 12 months |
Shares Issued | shares | 35,000 |
Recorded Expense | $ 32,705 |
FLEXPOWER SYSTEM (Details)
FLEXPOWER SYSTEM (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | ||
DNA software | $ 4,663,513 | $ 5,329,118 |
MPulse software | 5,923,197 | 10,658,237 |
Engineering trade secrets | 4,020,269 | 4,020,269 |
Less: Accumulated Amortization | (1,210,405) | (331,638) |
Intangible Assets Net | $ 13,396,574 | $ 19,675,986 |
FLEXPOWER SYSTEM (Details Narra
FLEXPOWER SYSTEM (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | ||
Project Capitalization | $ 20,007,624 | |
Amortization Expense | $ 1,334,057 | $ 331,638 |
Percent of components replaced in DNA | $ .13 | |
Percent of components replaced in mPulse | $ .45 | |
Impairment | $ 5,039,078 |
MICROGRID ASSETS (Details)
MICROGRID ASSETS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Camp Pedleton FractalGrid | $ 4,625,339 | |
Less Accumulated Depreciation | ||
Fixed Assets, net | $ 4,567,838 |
MICROGRID ASSETS (Details narra
MICROGRID ASSETS (Details narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Capitalization of Project | $ 4,625,339 | |
Depreciation Expense | 1,601,936 | $ 57,501 |
Impairment Expense | $ 2,971,469 |
INTANGIBLE AND OTHER ASSETS - S
INTANGIBLE AND OTHER ASSETS - Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 89,473 | $ 82,641 |
Websites | 14,532 | 9,777 |
Brand and Client List | 2,497,472 | 2,497,472 |
Trademarks | 5,928 | 4,858 |
Software | 26,990 | 10,728 |
Less: accumulated depreciation | (417,839) | (137,546) |
Fixed assets, net of accumulated depreciation | $ 2,216,556 | $ 2,467,930 |
INTANGIBLE AND OTHER ASSETS (De
INTANGIBLE AND OTHER ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||
Amortization Expense | $ 280,293 | $ 130,420 |
FIXED ASSETS - Schedule of Prop
FIXED ASSETS - Schedule of Property Pant and Equipment (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment | $ 133,061 | $ 769,276 |
Furniture and fixtures | 74,393 | 72,484 |
Total | 207,454 | 841,760 |
Less: accumulated depreciation | (82,013) | (58,785) |
Fixed assets, net of accumulated depreciation | $ 125,441 | $ 782,975 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||
Net book value of disposed assets | $ 19,817 | |
cash consideration | 7,000 | |
loss on disposal of assets | 12,817 | |
Machinery and equipement impairment | 540,775 | |
Depreciation Expense | $ 102,054 | $ 58,897 |
LOANS (Details Narrative)
LOANS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 05, 2017 | |
Accounting Policies [Abstract] | ||
Promissory Note interest rate | 9.00% | |
Face Value of note | $ 150,000 | |
Cash received | $ 150,000 | |
Term of repayment | 24 months | |
Owed in principal | $ 150,000 | |
Accrued Interest | $ 666 | |
Shares used to secure note | 150,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Professional fees per year minimum | $ 90,000 | |
Professional fees per year maximum | 172,500 | |
Employment Agreement costs minimum per year | 90,000 | |
Employment Agreement costs maximum per year | 172,500 | |
Consulting Agmt | ||
Monthly Fee Max | $ 15,000 | |
Bonus on Revenue | 50.00% | |
Consulting Expense | $ 145,157 | |
Medical Insurance Stripend | 1,000 | |
Paid earnings | 193,425 | $ 112,500 |
Defered as Accrued Compensation | 25,673 | 15,000 |
Deferred Compensation Owed | $ 58,810 | |
Consulting Agmt 2 | ||
Bonus on Revenue | 50.00% | |
Consulting Expense | $ 145,157 | |
Medical Insurance Stripend | 1,000 | |
Paid earnings | 193,425 | 45,000 |
Defered as Accrued Compensation | 26,360 | 30,000 |
Deferred Compensation Owed | $ 78,252 | |
Consulting Agmt 3 | ||
Date of Agreement | Jul. 1, 2016 | |
Term of Agreement | 1 year | |
Professional fees per year minimum | $ 104,000 | |
Professional fees per year maximum | 117,000 | |
Professional fees owed | 9,083 | |
Reimbursable Liabilities | $ 4,020 | |
Bonus on Revenue | 50.00% | |
Consulting Expense | $ 89,794 | |
Medical Insurance Stripend | 500 | |
Paid earnings | 116,311 | 26,400 |
Defered as Accrued Compensation | $ 6,288 | $ 12,000 |
Consulting Agmt 4 | ||
Date of Agreement | Mar. 10, 2017 | |
Professional fees per year maximum | $ 120,000 | |
Professional fees owed | $ 939 | |
Bonus on Revenue | 50.00% | |
Bonus on Revenue from Direct Sales | 200.00% | |
Consulting Expense | $ 70,971 | |
Defered as Accrued Compensation | $ 268 | |
Assumption of Debt | ||
Date of Agreement | Feb. 6, 2017 | |
Trade Payables not to exceed | $ 200,000 | |
Assumed Liabilities | 275,586 | |
Reimbursable Liabilities | 25,000 | |
Overage Amount of Liablilites | 50,586 | |
Reassumption of Debt | 44,919 | |
Debt assumption accepted | 44,919 | |
Loss on Settlement of Debt | $ 5,667 | |
Promissory Note | ||
Date of Agreement | Aug. 13, 2017 | |
Term of Agreement | 12 months | |
Promissory Note, Value | $ 80,000 | |
Prommisory Note, interest rate | 15.00% | |
Principal Owed | $ 73,333 | |
Interest Owed | $ 600 |
STOCKHOLDERS EQUITY (DEFICIT) (
STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) | 12 Months Ended | ||||||||
Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2017$ / sharesshares | Apr. 13, 2017USD ($)shares | Feb. 28, 2017USD ($) | Dec. 01, 2016$ / sharesshares | Nov. 01, 2016$ / sharesshares | |
Common Stock, Shares authorized | 100,000,000 | ||||||||
Common Stock, par value | $ / shares | $ 0.001 | ||||||||
Preferred Stock, Shares authorized | 10,000,000 | ||||||||
Preferred Stock, par value | $ / shares | $ 0.001 | ||||||||
Common Stock, shares issued | 27,834,415 | 33,277,221 | 25,000 | 1,466,352 | 2,932,704 | ||||
Common Stock, value per share | 2.75 | ||||||||
Common Stock Issued, Value | $ | $ 68,750 | ||||||||
Preferred Stock, Shares issued | 1,000,000 | ||||||||
Series A Preferred Stock, Shares | 1,000,000 | ||||||||
Series A Preferred Stock, Par Value | $ / shares | $ 0.001 | ||||||||
Shares issued for direct investment | 1,100,000 | ||||||||
Shares issued for direct investment, value | $ | $ 880,000 | $ 813,800 | $ 242,000 | $ 200,000 | |||||
Purchase Price per share issued for Direct Investment | $ / shares | $ 0.80 | ||||||||
Warrant, exercise price | $ / shares | $ 1,500,000 | $ 3,000,000 | |||||||
Dividend Rate | 2.00% | ||||||||
Liquidation Preference Per Share | $ / shares | $ 0.02 | ||||||||
Date of Certificate of Amendment | Apr. 15, 2015 | ||||||||
Voting rates for shareholders | 45 | ||||||||
Payment to Webcor Agreement | $ | $ 58,000 | ||||||||
Director | |||||||||
Date of Issuance | Dec. 1, 2016 | ||||||||
DebtSettlement | |||||||||
Date of Issuance | Feb. 9, 2017 | ||||||||
Shares issued for direct investment, value | $ | $ 121,500 | ||||||||
Debt Owed to Webcor | $ | 158,753 | ||||||||
Loss on Settlement of Debt | $ | $ 111,747 | ||||||||
Shares to be issued to settle debt | 50,000 | ||||||||
Fair Value of Shares issued | $ | $ 212,500 | ||||||||
Officers Options | |||||||||
Date of Issuance | Nov. 1, 2016 |
STOCK WARRANTS - Schedule of Wa
STOCK WARRANTS - Schedule of Warrant Summary (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||
Beginning Balance, number of shares | 13,122,100 | 8,097,600 |
Beginning Balance, weighted average exercise price | $ .59 | $ .10 |
Warrants Granted and Assumed, number of shares | 5,014,500 | |
Warrants Granted and Assumed, weighted average exercise price | $ 1.38 | |
Ending Balance, number of shares | 8,612,100 | 13,122,100 |
Ending Balance, weighted average exercise price | $ .59 | $ .59 |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) | Sep. 30, 2017shares |
Warrants Exercisable | 8,612,100 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) | 12 Months Ended |
Sep. 30, 2017shares | |
Other Liabilities Disclosure [Abstract] | |
Date of incetive plan | Sep. 1, 2017 |
Shares reserved for issuance | 3,000,000 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
Net income (loss) | $ (13,498,526) | $ (2,540,562) | $ (3,485,003) |
Adjustments: | |||
Non-deductible portion of meals and entertainment | 8,736 | 6,068 | |
Non-deductible portion of stock compensation | 50,130 | 1,482,052 | |
Tax loss for the year | $ (13,439,660) | (1,052,442) | |
Effective tax rate | 34.00% | ||
Deferred tax asset | $ 4,569,484 | $ 357,830 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Expense (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 5,134,484 | |
Valuation allowance | $ (5,134,484) | $ (565,057) |
INCOME TAXES - Schedule of Oper
INCOME TAXES - Schedule of Operating Loss Carryforwards (Details) - USD ($) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2009 | Sep. 30, 2008 | Sep. 30, 2007 | Sep. 30, 2006 | Sep. 30, 2005 | Sep. 30, 2004 | Sep. 30, 2003 | Sep. 30, 2002 | Sep. 30, 2001 | |
Income Tax Disclosure [Abstract] | |||||||||||||||||
Operating Loss Carryfoward, allowance | $ 4,569,484 | $ 358,000 | $ 82,000 | $ 1,000 | $ 12,000 | $ 7,000 | $ 13,000 | $ 6,000 | $ 10,000 | $ 7,000 | $ 1,000 | $ 1,000 | $ 61,000 | $ 4,000 | $ 2,000 | ||
Operating Loss Carryfoward, Expiration Date | Sep. 30, 2037 | Sep. 30, 2036 | Sep. 30, 2035 | Sep. 30, 2034 | Sep. 30, 2033 | Sep. 30, 2032 | Sep. 30, 2031 | Sep. 30, 2030 | Sep. 30, 2029 | Sep. 30, 2028 | Sep. 30, 2027 | Sep. 30, 2026 | Sep. 30, 2025 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2021 | Sep. 30, 2021 |
Net Operating Loss | $ 5,134,484 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Deferred tax asset | $ 5,134,484 |
Effective tax rate | 34.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | |
Future minimum lease payments | $ 7,125 | $ 19,568 |
Lease Agreements 2 | ||
Monthly Rent Expense Minimum | 2,375 | |
Monthly Rent Expense Maximum | $ 2,446 | |
Term of Agreement | 1 year | |
Term of Agreement After Year One | 1 month | |
Date of Agreement | Dec. 16, 2016 | |
Lease Agreements | ||
Monthly Rent Expense | $ 850 | |
Term of Agreement | 1 year | |
Date of Lease Termination | Jan. 22, 2016 |
MAJOR CUSTOMER (Details)
MAJOR CUSTOMER (Details) | Sep. 30, 2017 | Sep. 30, 2016 |
Notes to Financial Statements | ||
Bethel-Webcor | 1080.00% | 10000.00% |
Jacobs/HDR a joint venture | 1300.00% | |
Macerich | 2440.00% | |
Firenze | 2000.00% | |
CED Greentech | 5490.00% | |
Integrated power systems | 1150.00% | |
Simpliphi Power | 2760.00% |
MAJOR CUSTOMER (Details Narrati
MAJOR CUSTOMER (Details Narrative) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Notes to Financial Statements | ||
Customer Representation Percentage | 1000.00% | |
Supplier Representaion Percentage | 0.00% |