Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2019 | Aug. 12, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 000-53498 | |
Entity Registrant Name | CLEANSPARK, INC. | |
Entity Central Index Key | 0000827876 | |
Entity Incorporation, State or Country Code | NV | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 45,807,964 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
Current assets | ||
Cash | $ 8,016,078 | $ 412,777 |
Accounts receivable | 784,140 | 34,141 |
Contract assets | 4,282 | 52,439 |
Prepaid expense and other current assets | 2,670,703 | 49,023 |
Total current assets | 11,475,203 | 548,380 |
Fixed assets, net | 82,662 | 86,731 |
Capitalized Software, net | 8,389,407 | 8,786,226 |
Intangible assets, net | 8,045,031 | 3,214,467 |
Goodwill | 4,919,858 | 4,919,858 |
Total assets | 32,912,161 | 17,555,662 |
Current liabilities | ||
Accounts payable and accrued liabilities | 553,745 | 131,724 |
Contract liabilities | 428,042 | 0 |
Convertible notes, net of unamortized discounts | 69,121 | |
Due to related parties | 57,167 | 308,373 |
Loans from related parties | 382,790 | |
Loans payable, net of unamortized discounts | 334,935 | 457,579 |
Total current liabilities | 1,373,889 | 1,349,587 |
Long- term liabilities | ||
Convertible notes, net of unamortized discounts | 1,507,292 | |
Loans payable | 150,000 | |
Total liabilities | $ 2,881,181 | $ 1,499,587 |
Stockholders' equity | ||
Common stock; $0.001 par value; 100,000,000 shares authorized; | 100,000,000 | 100,000,000 |
44,658,282 and 36,116,447 shares issued and outstanding as of June 30, 2019 and September 30, 2018, respectively | $ 44,658 | $ 36,116 |
1,000,000 and 1,000,000 Series A shares issued and outstanding as of June 30, 2019 and September 30, 2018, respectively | 1,000 | 1,000 |
0 and 0 Series B shares issued and outstanding as of June 30, 2019 and September 30, 2018, respectively | ||
Additional paid-in capital | 110,944,855 | 82,958,490 |
Accumulated earnings (deficit) | (80,959,533) | (66,939,531) |
Total stockholders' equity | 30,030,980 | 16,056,075 |
Total liabilities and stockholders' equity | $ 32,912,161 | $ 17,555,662 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Sep. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ .001 | $ 0.001 |
Common Stock, Shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 44,658,282 | 36,116,447 |
Preferred Stock, par value | $ .001 | $ 0.001 |
Preferred Stock, Shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 1,000,000 | 1,000,000 |
Series A preferred stock issued and outstanding | 1,000,000 | 1,000,000 |
Series B preferred stock issued and outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 1,222,736 | $ 328,586 | $ 2,209,542 | $ 466,931 |
Cost of revenues | 1,006,144 | 288,400 | 1,821,488 | 372,145 |
Gross profit | 216,592 | 40,186 | 388,054 | 94,786 |
Operating expenses | ||||
Professional fees | 1,296,993 | 364,863 | 3,719,269 | 851,755 |
Payroll expenses | 211,129 | 128,604 | 684,650 | 494,577 |
Product development | 344,871 | 329,274 | 1,034,612 | 1,031,936 |
Research and development | 3,880 | 6,841 | ||
General and administrative expenses | 222,167 | 58,541 | 478,564 | 199,049 |
Depreciation and amortization | 618,130 | 209,963 | 1,275,249 | 632,705 |
Total operating expenses | 2,693,290 | 1,095,125 | 7,192,344 | 3,216,863 |
Loss from operations | (2,476,698) | (1,054,939) | (6,804,290) | (3,122,077) |
Other income (expense) | ||||
Loss on settlement of debt | (41,092) | (19,425) | (41,092) | |
Loss on derivative liability | (4,689,126) | (4,958,009) | ||
Interest expense | (1,495,213) | (368,690) | (7,196,287) | (418,109) |
Total other income (expense) | (1,495,213) | (5,098,908) | (7,215,712) | (5,417,210) |
Net loss | $ (3,971,911) | $ (6,153,847) | $ (14,020,002) | $ (8,539,287) |
Loss per common share - basic and diluted | $ (0.09) | $ (0.18) | $ (0.35) | $ (0.25) |
Weighted average common shares outstanding - basic and diluted | 44,183,436 | 34,864,997 | 40,595,268 | 34,220,283 |
Consolidated Shareholders Equit
Consolidated Shareholders Equity (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Sep. 30, 2017 | 1,000,000 | 33,409,471 | |||
Beginning balance, amount at Sep. 30, 2017 | $ 1,000 | $ 33,409 | $ 40,240,468 | $ (19,933,366) | $ 20,341,511 |
Option and warrants issued for services, amount | 24,749 | 24,749 | |||
Shares issued upon exercise of warrants, shares | 27,548 | ||||
Shares issued upon exercise of warrants, amount | $ 27 | 9,973 | 10,000 | ||
Shares issued for direct investment, shares | 171,875 | ||||
Shares issued for direct investment, amount | $ 172 | 137,328 | 137,500 | ||
Net loss | (1,056,515) | (1,056,515) | |||
Ending balance, shares at Dec. 31, 2017 | 1,000,000 | 33,608,894 | |||
Ending balance, amount at Dec. 31, 2017 | $ 1,000 | $ 33,608 | 40,412,518 | (20,989,881) | 19,457,245 |
Beginning balance, shares at Sep. 30, 2017 | 1,000,000 | 33,409,471 | |||
Beginning balance, amount at Sep. 30, 2017 | $ 1,000 | $ 33,409 | 40,240,468 | (19,933,366) | 20,341,511 |
Net loss | (8,539,287) | ||||
Ending balance, shares at Jun. 30, 2018 | 1,000,000 | 34,919,362 | |||
Ending balance, amount at Jun. 30, 2018 | $ 1,000 | $ 34,919 | 28,781,788 | (28,472,653) | 345,054 |
Beginning balance, shares at Dec. 31, 2017 | 1,000,000 | 33,608,894 | |||
Beginning balance, amount at Dec. 31, 2017 | $ 1,000 | $ 33,608 | 40,412,518 | (20,989,881) | 19,457,245 |
Option and warrants issued for services, amount | 279,051 | 279,051 | |||
Shares issued upon exercise of warrants, shares | 586,975 | ||||
Shares issued upon exercise of warrants, amount | $ 587 | 21,431 | 22,018 | ||
Beneficial conversion feature and shares and warrants issued with convertible debt, shares | 237,500 | ||||
Beneficial conversion feature and shares and warrants issued with convertible debt, amount | $ 237 | 303,836 | 304,074 | ||
Shares issued for direct investment, shares | 43,000 | ||||
Shares issued for direct investment, amount | $ 43 | 34,357 | 34,400 | ||
Shares issued for settlement of debt, shares | 13,301 | ||||
Shares issued for settlement of debt, amount | $ 13 | 11,958 | 11,971 | ||
Net loss | (1,328,925) | (1,328,925) | |||
Ending balance, shares at Mar. 31, 2018 | 1,000,000 | 34,489,670 | |||
Ending balance, amount at Mar. 31, 2018 | $ 1,000 | $ 34,489 | 41,063,151 | (22,318,806) | 18,779,834 |
Option and warrants issued for services, amount | 110,392 | 110,392 | |||
Shares issued upon exercise of warrants, shares | 1,353 | ||||
Shares issued upon exercise of warrants, amount | $ 2 | 2,028 | 2,030 | ||
Shares issued for direct investment, shares | 100,000 | ||||
Shares issued for direct investment, amount | $ 100 | 79,900 | 80,000 | ||
Shares issued for settlement of debt, shares | 28,339 | ||||
Shares issued for settlement of debt, amount | $ 28 | 63,734 | 63,762 | ||
Fair value of tainted warrants reclassified to derivative liability, shares | |||||
Fair value of tainted warrants reclassified to derivative liability, amount | (12,537,117) | (12,537,117) | |||
Shares issued and held in escrow as collateral, shares | 300,000 | ||||
Shares issued and held in escrow as collateral, amount | $ 300 | (300) | |||
Net loss | (6,153,847) | (6,153,847) | |||
Ending balance, shares at Jun. 30, 2018 | 1,000,000 | 34,919,362 | |||
Ending balance, amount at Jun. 30, 2018 | $ 1,000 | $ 34,919 | 28,781,788 | (28,472,653) | 345,054 |
Beginning balance, shares at Sep. 30, 2018 | 1,000,000 | 36,116,447 | |||
Beginning balance, amount at Sep. 30, 2018 | $ 1,000 | $ 36,116 | 82,958,490 | (66,939,531) | 16,056,075 |
Shares issued for services, shares | 120,000 | ||||
Shares issued for services, amount | $ 120 | 271,611 | 271,731 | ||
Option and warrants issued for services, amount | 377,475 | 377,475 | |||
Shares issued upon exercise of warrants, shares | 3,000 | ||||
Shares issued upon exercise of warrants, amount | $ 3 | 1,085 | 1,088 | ||
Beneficial conversion feature and shares and warrants issued with convertible debt, shares | 100,000 | ||||
Beneficial conversion feature and shares and warrants issued with convertible debt, amount | $ 100 | 4,994,900 | $ 4,995,000 | ||
Shares issued for direct investment, shares | 452,250 | 452,250 | |||
Shares issued for direct investment, amount | $ 452 | 361,348 | $ 361,800 | ||
Shares issued for settlement of debt, shares | 25,000 | ||||
Shares issued for settlement of debt, amount | $ 25 | 51,200 | 51,225 | ||
Commitment shares returned and cancelled, shares | (137,500) | ||||
Commitment shares returned and cancelled, amount | $ (137) | 137 | |||
Net loss | (2,283,551) | (2,283,551) | |||
Ending balance, shares at Dec. 31, 2018 | 1,000,000 | 36,679,197 | |||
Ending balance, amount at Dec. 31, 2018 | $ 1,000 | $ 36,679 | 89,016,246 | (69,223,082) | 19,830,843 |
Beginning balance, shares at Sep. 30, 2018 | 1,000,000 | 36,116,447 | |||
Beginning balance, amount at Sep. 30, 2018 | $ 1,000 | $ 36,116 | 82,958,490 | (66,939,531) | 16,056,075 |
Net loss | (14,020,002) | ||||
Ending balance, shares at Jun. 30, 2019 | 1,000,000 | 44,658,282 | |||
Ending balance, amount at Jun. 30, 2019 | $ 1,000 | $ 44,658 | 110,944,855 | (82,959,533) | 30,030,980 |
Beginning balance, shares at Dec. 31, 2018 | 1,000,000 | 36,679,197 | |||
Beginning balance, amount at Dec. 31, 2018 | $ 1,000 | $ 36,679 | 89,016,246 | (69,223,082) | 19,830,843 |
Shares issued for services, shares | 90,000 | ||||
Shares issued for services, amount | $ 90 | 328,598 | 328,688 | ||
Option and warrants issued for services, amount | 350,888 | 350,888 | |||
Shares issued upon exercise of warrants, shares | 2,178,964 | ||||
Shares issued upon exercise of warrants, amount | $ 2,179 | (2,179) | |||
Commitment shares returned and cancelled, shares | (137,500) | ||||
Commitment shares returned and cancelled, amount | $ (138) | 138 | |||
Shares and warrants issued under asset purchase agreement, shares | 1,750,000 | ||||
Shares and warrants issued under asset purchase agreement, amount | $ 1,750 | 6,070,274 | 6,072,024 | ||
Shares issued upon conversion of debt, shares | 2,498,621 | ||||
Shares issued upon conversion of debt, amount | $ 2,499 | 4,722,501 | 4,725,000 | ||
Net loss | (7,764,540) | (7,764,540) | |||
Ending balance, shares at Mar. 31, 2019 | 1,000,000 | 43,059,282 | |||
Ending balance, amount at Mar. 31, 2019 | $ 1,000 | $ 43,059 | 100,486,466 | (76,987,622) | 23,542,903 |
Shares issued for services, shares | 340,000 | ||||
Shares issued for services, amount | $ 340 | 297,886 | 295,226 | ||
Option and warrants issued for services, amount | 161,495 | 161,495 | |||
Shares issued upon exercise of warrants, shares | 9,000 | ||||
Shares issued upon exercise of warrants, amount | $ 9 | 3,258 | 3,267 | ||
Beneficial conversion feature and shares and warrants issued with convertible debt, shares | 1,250,000 | ||||
Beneficial conversion feature and shares and warrants issued with convertible debt, amount | $ 1,250 | 9,998,750 | 10,000,000 | ||
Net loss | (3,971,911) | (3,971,911) | |||
Ending balance, shares at Jun. 30, 2019 | 1,000,000 | 44,658,282 | |||
Ending balance, amount at Jun. 30, 2019 | $ 1,000 | $ 44,658 | $ 110,944,855 | $ (82,959,533) | $ 30,030,980 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (14,020,002) | $ (8,539,287) |
Stock based compensation | 1,716,753 | 375,365 |
Commitment issued for debt financing | 218,625 | |
Depreciation and amortization | 1,275,249 | 632,705 |
Amortization of capitalized software | 1,034,612 | 1,030,823 |
Loss on derivative liability | 4,958,009 | |
Loss on settlement of debt | 19,425 | 41,092 |
Amortization of debt discount | 5,674,800 | 136,086 |
Conversion interest premium | 1,225,000 | |
Changes in assets and liabilities | ||
Increase in prepaid expenses and other current assets | (2,621,680) | (27,280) |
Decrease in contract assets | 48,157 | |
Increase in contract liabilities | 428,042 | |
(Increase) decrease in accounts receivable | (749,999) | 7,925 |
Increase in accounts payable | 428,821 | 55,045 |
Increase (decrease) in due to related parties | (251,206) | 209,751 |
Net cash used in operating activities | (5,792,028) | (901,141) |
Cash Flows from investing | ||
Purchase of intangible assets | (2,150) | (5,964) |
Purchase of fixed assets | (27,570) | (14,197) |
Investment in capitalized software | (569,043) | (270,618) |
Net cash used in investing activities | (598,763) | (290,779) |
Cash Flows from Financing Activities | ||
Payments on promissory notes | (507,876) | (65,574) |
Proceeds from promissory notes | 78,603 | 587,989 |
Proceeds from related part debts | 75,030 | 219,660 |
Payments on related party debts | (457,820) | (60,000) |
Proceeds from convertible debt, net of issuance costs | 14,995,000 | 184,250 |
Payments on convertible debts | 555,000 | |
Proceeds from exercise of warrants | 4,355 | 34,048 |
Proceeds from issuance of common stock | 361,800 | 251,900 |
Net cash from financing activities | 13,994,092 | 1,152,273 |
Net increase (decrease) in Cash | 7,603,301 | (39,647) |
Cash, beginning of period | 412,777 | 57,128 |
Cash, end of period | 8,016,078 | 17,481 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 49,750 | 54,191 |
Cash paid for tax | ||
Non-Cash investing and financing transactions | ||
Shares issued as collateral returned to treasury | 275 | |
Stock issued to promissory notes | 51,225 | |
Stock issued to settle accounts payable | $ 75,734 | |
Debt discount on convertible debt | 14,995,000 | 184,250 |
Shares and warrants issued for asset acquisition | 6,070,274 | |
Shares issued for conversion and accrued interest | 4,725,000 | |
Debt discount on promissory note | 110,000 | |
Recognition of derivative due to tainted equity environment | $ 12,537,117 | |
Shares issued and held in escrow as collateral | 300 | |
Cashless exercise of options | $ 2,179 | $ 387 |
Option expense capitalized as software development costs | 68,750 | 38,927 |
ORGANIZATION AND LINE OF BUSINE
ORGANIZATION AND LINE OF BUSINESS | 9 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Line of Business | Organization CleanSpark, Inc. (“CleanSpark”, “we”, “our”, 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, we began operations in the alternative energy sector. In December 2014, the Company changed its name to Stratean Inc. through a short-form merger in order to better reflect its 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 the 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. On January 22, 2019, CleanSpark entered into an Agreement with Pioneer Critical Power, Inc., whereby it acquired certain intellectual property assets and clients lists. As consideration the Company issued to its sole shareholder (i) 1,750,000 of the common stock of CleanSpark, (ii) a five-year warrant to purchase 500,000 shares of CleanSpark common stock at an exercise price of $1.60 per share, and (iii) a five-year warrant to purchase 500,000 shares of CleanSpark common stock at an exercise price of $2.00 per share. As a result of the transaction Pioneer Critical Power Inc. became a wholly owned subsidiary of CleanSpark Inc. On February 1, 2019, Pioneer Critical Power, Inc. was renamed CleanSpark Critical Power Systems, Inc. Line of Business Through 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 the nine months ended June 30, 2019. Through CleanSpark Critical Power Systems, Inc., the Company provides customer hardware solutions for distributed energy systems that serve military and commercial residential properties. The equipment is generally sold under negotiated price contracts. |
SUMMARY OF SIGNIFICANT POLICIES
SUMMARY OF SIGNIFICANT POLICIES | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT POLICIES | Basis of Presentation and Liquidity The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. The Company has incurred losses for the past several years while developing infrastructure and its software platforms. As shown in the accompanying unaudited consolidated financial statements, the Company incurred net losses of $14,020,002 during the nine months ended June 30, 2019. In response to these conditions and to ensure the Company has sufficient capital for ongoing operations for a minimum we Principles of Consolidation The accompanying consolidated financial statements include the accounts of CleanSpark, Inc., and its wholly owned operating subsidiaries, CleanSpark, LLC, CleanSpark, II, LLC and CleanSpark Critical Power Systems Inc. All material intercompany transactions have been eliminated upon consolidation of these entities. Use of estimates Revenue Recognition Engineering & Construction Contracts and Service Contracts The company recognizes engineering and construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Engineering and construction contracts are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. The company recognizes revenue based primarily on contract cost incurred to date compared to total estimated contract cost (an input method). The input method is the most faithful depiction of the company’s performance because it directly measures the value of the services transferred to the customer. Customer-furnished materials, labor and equipment and, in certain cases, subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the company is acting as a principal rather than as an agent (i.e., the company integrates the materials, labor and equipment into the deliverables promised to the customer). Customer-furnished materials are only included in revenue and cost when the contract includes construction activity and the company has visibility into the amount the customer is paying for the materials or there is a reasonable basis for estimating the amount. The company recognizes revenue, but not profit, on certain uninstalled materials that are not specifically produced, fabricated, or constructed for a project. Revenue on these uninstalled materials is recognized when the cost is incurred (when control is transferred). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on engineering and construction contracts are typically due within 30 to 45 days of billing, depending on the contract. For service contracts (including maintenance contracts) in which the company has the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the company’s performance completed to date, revenue is recognized when services are performed and contractually billable. Service contracts that include multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, the company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on service contracts that have not been billed to clients is classified as a current asset under contract assets on the Consolidated Balance Sheet. Amounts billed to clients in excess of revenue recognized on service contracts to date are classified as a current liability under contract liabilities. Customer payments on service contracts are typically due within 30 days of billing, depending on the contract. Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) of $0 and contract work in progress (typically for fixed-price contracts) of $4,282 as of June 30, 2019. Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the terms of the contract. Advances that are payments on account of contract assets of $0 and $0 as of June 30, 2019 and September 30, 2018, respectively, have been deducted from contract assets. Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. The Company recorded $0 and $0 in contract liabilities as of June 30, 2019 and September 30, 2018, respectively. Revenues from Sale of Equipment Performance Obligations Satisfied at a point in time. We recognize revenue on agreements for non-customized equipment we In situations where arrangements include customer acceptance provisions based on seller or customer-specified objective criteria, we recognize revenue when we have concluded that the customer has control of the goods and that acceptance is likely to occur. We generally do not provide for anticipated losses on point in time transactions prior to transferring control of the equipment to the customer. Our billing terms for these point in time equipment contracts vary and generally coincide with delivery to the customer; however, within certain businesses, we receive progress payments from customers for large equipment purchases, which is generally to reserve production slots with our manufacturing partners, which are recorded as liabilities. The Company recorded $428,042 and $0 in contract liabilities as of June 30, 2019 and September 30, 2018, respectively. Service Performance obligations satisfied over time. We enter into long-term product service agreements with our customers primarily within our microgrid segment. These agreements require us to provide preventative maintenance, and standby support services that include certain levels of assurance regarding system performance throughout the contract periods, these contracts will generally range from 5 to 10 years. We account for items that are integral to the maintenance of the equipment as part of our service related performance obligation, unless the customer has a substantive right to make a separate purchasing decision (e.g., equipment upgrade). Contract modifications that extend or revise contract terms are not uncommon and generally result in our recognizing the impact of the revised terms prospectively over the remaining life of the modified contract (i.e., effectively like a new contract). Revenues are recognized for these arrangements on a straight line basis consistent with the nature, timing and extent of our services, which primarily relate to routine maintenance and as needed product repairs. Our billing terms for these contracts vary, but we generally invoice periodically as services are provided. Variable Consideration The nature of the company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; awards and incentive fees; and liquidated damages and penalties. The company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. The company generally provides limited warranties for work performed under its engineering and construction contracts. The warranty periods typically extend for a limited duration following substantial completion of the company’s work on a project. Historically, warranty claims have not resulted in material costs incurred. Practical Expedients If the company has a right to consideration from a customer in an amount that corresponds directly with the value of the company’s performance completed to date (a service contract in which the company bills a fixed amount for each hour of service provided), the company recognizes revenue in the amount to which it has a right to invoice for services performed. The company does not adjust the contract price for the effects of a significant financing component if the company expects, at contract inception, that the period between when the company transfers a service to a customer and when the customer pays for that service will be one year or less. The company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the company from its customers (use taxes, value added taxes, some excise taxes). For the nine months ended June 30, 2019 and 2018, the Company reported revenues of $2,209,542 and $466,931, respectively. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $42,422 and $17,751 were included in the balance of trade accounts receivable as of June 30, 2019 and September 30, 2018, respectively. 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 June 30, 2019, the cash balance in excess of the FDIC limits was $7,766,078. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue. (See Note 14 for details.) Stock-based compensation Compensation-Stock Compensation, Earnings (loss) per share Earnings Per Share, Fair Value of financial instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. • Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. • Level 2 Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. • Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Reclassifications Recently issued accounting pronouncements In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. ASU 2018-07 is effective for us for annual periods beginning October 1, 2019. We are evaluating the potential impact to our financial position or results of operations. In August 2018, the FASB issued ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," which allows for the capitalization of certain implementation costs incurred in a hosting arrangement that is a service contract. ASU 2018-15 allows for either retrospective adoption or prospective adoption to all implementation costs incurred after the date of adoption. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact the adoption of this new standard will have on our financial position and results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. We are currently evaluating the impact the adoption of this new standard will have on our financial position and results of operations. The Company has evaluated all other recent accounting pronouncements, and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows. |
ACQUISITION OF PIONEER CRITICAL
ACQUISITION OF PIONEER CRITICAL POWER, INC. AND RELATED ASSETS | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
ACQUISITION OF PIONEER CRITICAL POWER, INC. AND RELATED ASSETS | On January 22, 2019, CleanSpark entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pioneer Critical Power, Inc., a Delaware corporation (the “Pioneer”), and CleanSpark Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of CleanSpark (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with Pioneer surviving the Merger as a wholly-owned subsidiary of CleanSpark. At the effective time of the Merger, the issued and outstanding common shares of Pioneer were automatically converted into the right to receive: (i) 1,750,000 of the common stock of CleanSpark, (ii) a five-year warrant to purchase 500,000 shares of CleanSpark common stock at an exercise price of $1.60 per share, and (iii) a five-year warrant to purchase 500,000 shares of CleanSpark common stock at an exercise price of $2.00 per share. The Merger closed on January 22, 2019 with the filing of a Certificate of Merger in Delaware. The Company accounted for the acquisition of Pioneer as an asset acquisition under ASC 805, because the assets acquired did not meet the definition of a business under ASC 805-10-55-4 as it lacked a substantive process at the time of acquisition. The Company determined the fair value of the consideration in accordance with ASC 820 as follows: Consideration Fair Value 1,750,000 shares of common stock $ 3,867,500 500,000 warrants $1.60 1,102,417 500,000 warrants $2.00 1,102,107 Total Consideration $ 6,072,024 The Company allocated the purchase price to the identifiable assets as follows: Purchase Price Allocation Engineering designs $ 250,000 UL files 100,000 Customer list & non-compete agreement 5,722,024 $ 6,072,024 On February 1, 2019, Pioneer Critical Power, Inc. was renamed CleanSpark Critical Power Systems, Inc. Support Agreements As a condition to the Merger Agreement, on January 22, 2019, CleanSpark and Pioneer Power Solutions, Inc. (“Pioneer Power”), a Delaware corporation and sole shareholder of Pioneer prior to the Merger, entered into a Non-Competition and Non-Solicitation Agreement whereby Pioneer Power agreed, among other things, to not compete with the Company or solicit employees or customers of the Company for a period of four years. As another condition to the Merger Agreement, on January 22, 2019, CleanSpark, the Company and Pioneer Power entered into an Indemnity Agreement, whereby Pioneer Power agreed to indemnify CleanSpark for any claims made by Myers Power Products, Inc. in the case titled Myers Power Products, Inc. v. Pioneer Power Solutions, Inc., Pioneer Custom Electrical Products, Corp., et al Finally, as another condition to the Merger Agreement, on January 22, 2019, CleanSpark and Pioneer Power entered into a Contract Manufacturing Agreement, whereby Pioneer Power shall exclusively manufacture parallel switchgears, automatic transfer switches and related control and circuit protective equipment for CleanSpark for a period of eighteen months. The agreement did not create exclusivity for Pioneer and CleanSpark may have other providers perform contract manufacturing services, as desired. |
CAPITALIZED SOFTWARE
CAPITALIZED SOFTWARE | 9 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Capitalized Software | Capitalized software consists of the following as of June 30, 2019 and September 30, 2018: June 30, 2019 September 30, 2018 mVSO software $ 5,015,724 $ 4,708,203 mPulse software 6,665,044 6,334,772 Capitalized Software: 11,680,768 11,042,975 Less: accumulated amortization (3,291,361 ) (2,256,749) Capitalized Software, net $ 8,389,407 $ 8,786,226 In accordance with ASC 985-20 the Company capitalized $637,793 in software development costs (including capitalized stock compensation cost of $68,750) related to the enhancements created for our mPulse and mVSO 2.0 platforms during the nine months ended June 30, 2019. Capitalized software amortization recorded as product development expense for the nine months ended June 30, 2019 and 2018 was $1,034,612 and $1,030,823, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
INTANGIBLE AND OTHER ASSETS | Intangible assets consist of the following as of June 30, 2019 and September 30, 2018: June 30, 2019 September 30 ,2018 Patents $ 74,112 $ 71,962 Websites 16,482 16,482 Customer list and non-compete agreement 5,722,024 — Trademarks 5,928 5,928 Engineering trade secrets 4,370,269 4,020,269 Software — 26,990 Intangible assets: 10,188,815 4,141,631 Less: accumulated amortization (2,143,784 ) (927,164) Intangible assets, net $ 8,045,031 $ 3,214,467 Amortization expense for the nine months ended June 30, 2019 and 2018 was $1,243,610 and $592,315, respectively. |
FIXED ASSETS
FIXED ASSETS | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
FIXED ASSETS | Fixed assets consist of the following as of June 30, 2019 and September 30, 2018: June 30, 2019 September 30, 2018 Machinery and equipment $ 136,890 $ 130,191 Furniture and fixtures 75,122 54,251 Total 212,012 184,442 Less: accumulated depreciation (129,350 ) (97,711) Fixed assets, net $ 82,662 $ 86,731 Depreciation expense for the nine months ended June 30, 2019 and 2018 was $31,639 and $40,390, respectively. |
LOANS
LOANS | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
LOANS | Long term Long-term loans payable consist of the following: June 30, 2019 September 30, 2018 Promissory notes $ — $ 150,000 Total $ — $ 150,000 Current Current loans payable consist of the following: June 30, 2019 September 30, 2018 Promissory notes $ 300,000 $ 628,951 Insurance financing loans 34,935 10,257 Current loans payable: 334,935 639,208 Unamortized debt discount — (181,629) Total, net of unamortized discount $ 334,935 $ 457,579 Promissory Notes 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. The note is secured by 150,000 shares which are held in escrow and would be issued to the note holder only in the case of an uncured default. As of June 30, 2019, the Company owed $150,000 in principal and $1,146 in accrued interest under the terms of the agreement and recorded interest expense of $10,096 and $10,097 during the nine months ended June 30, 2019 and 2018, respectively. On October 6, 2017, the Company executed an unsecured variable interest rate promissory note with a maximum 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. As of June 30, 2019, the Company owed $100,000 in principal and $849 in accrued interest under the terms of the agreement and recorded interest expense of $7,478 and $6,411 and for the nine months ended June 30, 2019 and 2018, respectively. On November 20, 2017, the Company executed a 10% unsecured 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 21, 2018, the investor extended the maturity date to December 31, 2018. The Company repaid all principal and outstanding interest on December 31, 2018. The Company recorded interest expense of $2,017 and $4,866 during the nine months ended June 30, 2019 and 2018, respectively. 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. As of June 30, 2019, the Company owed $50,000 in principal and $383 in accrued interest under the terms of the agreement and recorded interest expense of $3,367 and $2,552 for the nine months ended June 30, 2019 and 2018, respectively. On January 12, 2018, the Company executed an unsecured variable interest rate promissory note with a maximum On May 22, 2018, the Company executed an unsecured variable interest rate promissory note with a maximum interest rate of 51.0% and a face value of $24,500 with a financial institution. Under the terms of the promissory note the Company received $24,500 and agreed to repay the note and interest evenly over 12 months. As of September 30, 2018, the Company owed $18,375 in principal and $1,960 in accrued interest under the terms of the agreement. The Company repaid all principal and outstanding interest on October 1, 2018. The Company recorded interest expense of $0 and $0 and for the nine months ended June 30, 2019 and 2018, respectively. On June 15, 2018, the Company entered into a 10% secured promissory note with a face value of $116,600 pursuant to which the Company received $110,000, net of an original issue discount of 6% ($6,600). The Company also issued 116,600 5-year warrants exercisable at $0.80 in connection with issuance of the promissory note. The note is secured by the Company’s accounts receivable. Under the terms of the promissory note, the Company agreed to make monthly interest payments and repay the note principal on January 31, 2019. As of June 30, 2019, the Company owed $0 in principal and $0 in accrued interest under the terms of the agreement and recorded interest expense of $3,217 during the nine months ended June 30, 2019. The Company determined the value associated with the warrants issued in connection with the note to be $110,000 which was recorded as a debt discount. The aggregate original issue discount, and debt discount related to the warrants have been accreted and charged to interest expenses as a financing expense in the amount of $48,424 and $479 for the nine months ended June 30, 2019 and 2018, respectively. The unamortized discount as of June 30, 2019 amounted to $0. The Company repaid all principal and outstanding interest on January 2, 2019. On August 1, 2018, the Company entered into a 10% secured promissory note with a face value of $130,625 pursuant to which the Company received $125,000, net of an original issue discount of 4.5% ($5,625). The Company also issued 25,000 5-year warrants exercisable at $0.80 in connection with purchase of the promissory note. The proceeds of the note were used to settle in full a note issued on February 27, 2018. The Company determined the value associated with the warrants issued in connection with the note to be $71,373 which was recorded as a debt discount. The aggregate original issue discount, and debt discount related to the warrants have been accreted and charged to interest expenses as a financing expense in the amount of $38,499 the nine months ended June 30, 2019. The unamortized discount as of June 30, 2019 amounted to $0. The Company repaid all principal and outstanding interest on January 2, 2019. As of June 30, 2019, the Company owed $0 in principal and $0 in accrued interest under the terms of the agreement and recorded interest expense of $3,003 and $0 and for the nine months ended June 30, 2019 and 2018, respectively. On August 14, 2018, the Company executed an unsecured variable interest rate promissory note with a maximum On September 20, 2018, the Company executed a 10% unsecured promissory note with a face value of $52,500 with an investor, net of an original issue discount of 5% ($2,500). Under the terms of the promissory note the Company received $50,000 and agreed to repay the note principal and all accrued interest on December 31, 2018. The Company also issued 25,000 5-year warrants exercisable at $0.80 in connection with purchase of the promissory note. The Company determined the value associated with the warrants issued in connection with the notes to be $50,000 which was recorded as a debt discount. The aggregate original issue discount, and debt discount related to the warrants have been accreted and charged to interest expenses as a financing expense in the amount of $47,353 the nine months ended June 30, 2019. The Company repaid all principal and outstanding interest on December 31, 2018. The Company recorded interest expense of $1,323 and $0 and for the nine months ended June 30, 2019 and 2018, respectively. On September 21, 2018, the Company executed a 10% unsecured promissory note with a face value of $52,500 with an investor, net of an original issue discount of 5% ($2,500). Under the terms of the promissory note the Company received $50,000 and agreed to repay the note principal and all accrued interest on December 31, 2018. The Company also issued 25,000 5-year warrants exercisable at $0.80 in connection with purchase of the promissory note. The Company has determined the value associated with the warrants issued in connection with the notes to be $50,000 which has been recorded as a debt discount. The aggregate original issue discount, and debt discount related to the warrants have been accreted and charged to interest expenses as a financing expense in the amount of $47,353 the nine months ended June 30, 2019. On December 31, 2018, the Company settled all obligations under the promissory note through the issuance of 25,000 shares of the Company’s common stock and payment of $25,000 in outstanding principal and interest then outstanding of $1,467. A loss on settlement of debt of $26,225 was recorded related to the settlement of debt. The Company recorded interest expense of $1,323 and $0 and for the nine months ended June 30, 2019 and 2018, respectively. Insurance financing loans In February 2018, the Company executed two unsecured 6.1% installment loans with a total face value of $35,089 with a financial institution to finance its insurance policies. Under the terms of the installment notes the Company received $35,089 and agreed to make equal payments and repay the notes’ principal 10 months from their dates of issuance. The Company repaid all principal and outstanding interest on December 1, 2018. On February 11, 2019, the Company executed an unsecured 5.6% installment loan with a total face value of $78,603 with a financial institution to finance its insurance policies. Under the terms of the installment notes the Company received $76,800 and agreed to make equal payments and repay the note 10 months from the date of issuance. As of June 30, 2019, $34,935 in principal remained outstanding. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | Convertible note repayments EMA Financial, LLC – August 21, 2018 Promissory Note On January 3, 2019, the Company settled all remaining obligations under the EMA note through the payment of all outstanding principal, prepayment penalties and interest then outstanding of $225,000, $35,000 and $10,736, respectively. The unamortized debt discount on the note of $176,045 was fully amortized to interest expense during the nine months ended June 30, 2019. In connection with the issuance of the Note, the Company issued to the Purchaser, as a commitment fee, 137,500 returnable shares of its common stock. As a result of the repayment the shares were returned to treasury and cancelled on January 8, 2019. Labrys Fund, LP – September 19, 2018 Promissory Note On January 3, 2019, the Company settled all remaining obligations under the Labrys Fund, LP note through the payment of all outstanding principal and interest then outstanding of $330,000 and $11,609, respectively. The unamortized discount on the note of $309,834 was fully amortized to interest expense during the nine months ended June 30, 2019. Long-Term convertible notes Securities Purchase Agreement – December 31, 2018 On December 31, 2018, the Company entered into a Securities Purchase Agreement (the “SPA”) with an otherwise unaffiliated third-party institutional investor (the “Investor”), pursuant to which the Company issued to the Investor a Senior Secured Redeemable Convertible Debenture (the “Debenture”) in the aggregate face value of $5,250,000. The note is secured by all assets of the Company. The Debenture has a maturity date of two years from the issuance date and the Company has agreed to pay compounded interest on the unpaid principal balance of the Debenture at the rate equal 7.5% per annum. Interest is payable on the date the applicable principal is converted or on maturity. The interest must be paid in cash and, in certain circumstances, may be paid in shares of common stock. The transactions described above closed on December 31, 2018. In connection with the issuance of the Debenture and pursuant to the terms of the SPA, the Company issued to the Investor 100,000 shares of common stock and a Common Stock Purchase Warrant to acquire up to 3,083,333 shares of common stock for a term of three years (the “Warrant”) on a cash-only basis at an exercise price of $2.00 per share with respect to 1,250,000 Warrant Shares, $2.50 with respect to 1,000,000 Warrant Shares, $5.00 with respect to 500,000 Warrant Shares and $7.50 with respect to 333,333 Warrant Shares. The warrants and shares issued were fair valued and a debt discount of $4,995,000 was recorded as a result of the issuance of the warrants and shares and the recognition of a beneficial conversion feature on the Debenture. The Company also paid a $5,000 due diligence fee prior to receiving the funding which was also recorded as a debt discount. Pursuant to the terms of the SPA, the Investor agreed to tender to the Company the sum of $5,000,000, of which the Company received the full amount as of the closing. Prior to the maturity date, provided that no trigger event has occurred, the Company will have the right at any time upon 30 trading days’ prior written notice, in its sole and absolute discretion, to redeem all or any portion of the Debenture then outstanding by paying to the Investor an amount equal to 140% of the of the portion of the Debenture being redeemed. The Investor may convert the Debenture into shares of the Company’s common stock at a conversion price equal to 95% of the mathematical average of the 5 lowest individual daily volume weighted average prices of the common stock, less $.05 per share, during the period beginning on the issuance date and ending on the maturity date subject to certain floor price restrictions. In the event certain equity conditions exist, the Company may require that the Investor convert the Debenture. In no event shall the Debenture be allowed to affect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the Investor and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. While the note is outstanding if Triggering Events occur the conversion rate may be decreased by 10% and the interest rate increased by 10% for each Triggering Event. On January 7, 2019, the investor converted $2,500,000 in principal and $875,000 in interest as a conversion premium, for 1,784,729 shares of the Company common stock at an effective conversion price of $1.89, due to a trigger event for the Company not filing its annual report on Form 10-K for the fiscal year ended September 30, 2018 on or before December 31, 2018. On March 6, 2019, the investor converted $1,000,000 in principal and $350,000 in interest as a conversion premium, for 713,892 shares of the Company common stock at an effective conversion price of $1.89, due to a trigger event for the Company not filing its annual report on Form 10-K for the fiscal year ended September 30, 2018 on or before December 31, 2018. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $3,932,292 during the nine months ended June 30, 2019. The Debenture at June 30, 2019 consists of: Principal $ 1,750,000 Unamortized debt discount (1,317,708) Total, net of unamortized discount 432,292 Securities Purchase Agreement – April 17, 2019 On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with an otherwise unaffiliated third-party institutional investor (the “Investor”), pursuant to which the Company agreed to issue to the Investor a $10,750,000 face value Senior Secured Redeemable Convertible Promissory Note (the “Debenture”) with a 7.5% original issue discount, 2,150 shares of our Series B Preferred Stock with a 7.5% original issue discount, a Common Stock Purchase Warrant (the “Warrant”) on a cash-only basis to acquire up to 2,300,000 shares (the “Warrant Shares”) of our common stock and 1,250,000 shares of our Common Stock. The aggregate purchase price for the Debenture, the Series B Preferred Stock the Warrant and the Common Stock is $20,000,000. (See Notes 10 and 11 for additional details.) Pursuant to the first closing of the agreement, which occurred on April 18, 2019, the Investor agreed to tender to the Company the sum of $10,000,000, for the Debenture, the Common Stock and the Warrant. No additional closings to sell the preferred stock had occurred as of June 30, 2019. The Debenture has a maturity date of two years from the issuance date and the Company has agreed to pay compounded interest on the unpaid principal balance of the Debenture at the rate equal 7.5% per annum. Interest is payable on the date the applicable principal is converted or on maturity. The interest must be paid in cash and, in certain circumstances, may be paid in shares of common stock. Prior to the maturity date, provided that no trigger event has occurred, the Company will have the right at any time upon 30 trading days’ prior written notice, in its sole and absolute discretion, to redeem all or any portion of the Debenture then outstanding by paying to the Investor an amount equal to 145% of the of the portion of the Debenture being redeemed. The Investor may convert the Debenture into shares of the Company’s common stock at a conversion price equal to 90% of the mathematical average of the 5 lowest individual daily volume weighted average prices of the common stock, less $0.075 per share, during the period beginning on the issuance date and ending on the maturity date subject to certain floor price restrictions. In the event certain equity conditions exist, the Company may require that the Investor convert the Debenture. In no event shall the Debenture be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the Investor and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company. While the note is outstanding if Triggering Events occur the conversion rate may be decreased by 10% and the interest rate increased by 10% for each Triggering Event. The Debenture at June 30, 2019 consists of: Principal $ 10,750,000 Unamortized debt discount (9,675,000) Total, net of unamortized discount 1,075,000 The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $1,075,000 during the nine months ended June 30, 2019. Summary Principal – December 31, 2018 Note $ 1,750,000 Principal – April 17, 2019 Note 10,750,000 Total principal on convertible notes (long-term) 12,500,000 Unamortized debt discount (10,992,708) Total convertible notes, net of unamortized discount (long-term) $ 1,507,292 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Matthew Schultz- Chief Executive Officer and Director The Company has a consulting agreement with Matthew Schultz, our Chief Executive Officer, for management services. In accordance with this agreement, as amended, Mr. Schultz earned $353,140 and $146,323, respectively during the nine months ended June 30, 2019 and 2018. The term of the agreement is one year and automatically renews until cancelled by either party. During the year ended September 30, 2018, the Company executed two 15% promissory notes with a total face value of $30,000 with the spouse of the CEO of our Company. Under the terms of the promissory notes the Company received $30,000 and agreed to repay the note on demand. On January 1, 2019, the Company settled all remaining obligations under the notes through the payment of all outstanding principal and interest then outstanding. As of June 30, 2019, Company owed $0 in principal and $0 in accrued interest under the terms of the agreements. The Company recorded interest expense of $1,147 during the nine months ended June 30, 2019. Zachary Bradford – President, Chief Financial Officer and Director The Company has a consulting agreement with ZRB Holdings, Inc, an entity wholly owned by Zachary Bradford, our Chief Financial Officer and director, for management services. In accordance with this agreement, as amended, Mr. Bradford earned $353,140 and $146,323, respectively during the nine months ended June 30, 2019 and 2018. The term of the agreement is one year and automatically renews until cancelled by either party. During the year ended September 30, 2018, the Company executed eleven 15% promissory notes with a total face value of $189,690 and executed two additional 15% promissory notes with a total face value of $25,030 during the nine months ended June 30, 2019 with Zachary Bradford, its President and Chief Financial Officer. Under the terms of the promissory notes the Company received a total of $214,720 and agreed to repay the notes on demand. The Company recorded interest expense of $7,648 during the nine months ended June 30, 2019. On January 3, 2019, the Company settled all remaining obligations under the notes through the payment of all outstanding principal and interest then outstanding. As of June 30, 2019, Company owed $0 in principal and $0 in accrued interest under the terms of the agreement. During the nine months ended June 30, 2019, the Company paid Blue Chip Accounting, LLC $49,288 for accounting, tax, administrative services and reimbursement for office supplies. Blue Chip Accounting, LLC(“Blue Chip) is 50% beneficially owned by the Company’s CFO and President Zachary Bradford. Blue Chip performed all services at discounted rates and none of the charges were associated with work performed by Mr. Bradford. The services consisted of preparing and filing tax returns, bookkeeping, accounting and administrative support assistance. Bryan Huber – Chief Operations Officer and Director On August 28, 2018, the Company executed an agreement with Zero Positive, LLC an entity controlled by Mr. Huber. In accordance with the agreement with Zero Positive, LLC, Mr. Huber earned $127,772, during the nine months ended June 30, 2019. Under the agreement Mr. Huber was also granted a one-time bonus of $50,000 on August 28, 2018, payment of which will be deferred until certain conditions are met. As of June 30, 2019, the bonus had not been paid. The term of the agreement is one year and automatically renews until cancelled by either party. On September 28, 2018, in connection with the consulting agreement executed with Zero Positive, LLC Company issued warrants to purchase 900,000 shares of common stock at an exercise price of $0.80 per share to Zero Positive. The warrants were valued at $2,607,096 using the Black Scholes option pricing model based upon the following assumptions: term of 10 years, risk free interest rate of 3.05%, a dividend yield of 0% and volatility rate of 191%. The warrants vest as follows: 300,000 vested immediately, the balance vest evenly on the last day of each month over forty-two months beginning August 31, 2018. As of June 30, 2019, 457,143 warrants had vested, and the Company recorded an expense of $372,442 during the nine months ended June 30, 2019. During the nine months ended June 30, 2018, the Company had a consulting agreement with Bryan Huber, our Chief Operations Officer, for management services. In accordance with this agreement, as amended, Mr. Huber earned $91,573 during the nine months ended June 30, 2018. Larry McNeill – Chairman of the Board of Directors During the year ended September 30, 2018, the Company executed eight 15% promissory notes with a total face value of $163,100 and executed an additional 15% promissory note with a total face value of $50,000 during the nine months ended June 30, 2019 with Larry McNeill, a Director of the Company. Under the terms of the promissory notes the Company received a total of $213,100 and agreed to repay the notes on demand. The Company recorded interest expense of $8,016 during the nine months ended June 30, 2019. On December 31, 2018, the Company settled all remaining obligations under the note through the payment of all outstanding principal and interest then outstanding. Effective January 1, 2019, the Company agreed to pay non-executive board members $2,500 per month. Mr. McNeil earned $15,000 in Board compensation during the nine months ended June 30, 2019. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY (DEFICIT) | Overview The Company’s authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2019, there were 44,658,282 shares of common stock issued and outstanding and 1,000,000 shares of preferred stock issued and outstanding. Certificate of Preferred Stock Designation On April 16, 2019, 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 B Preferred Stock, consisting of up to one hundred thousand (100,000) shares, par value $0.001. Under the Certificate of Designation, the holders of Series B Preferred Stock are entitled to the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions, among others as set forth in the Certificate of Designation: § The holders of shares of Series B Preferred Stock will have no right to vote on any matters, questions or proceedings of the Company including, without limitation, the election of directors; § Commencing on the date of issuance, the Series B Preferred Stock will accrue cumulative in kind accruals (“the Accruals”) at the rate of 7.5% per annum; § Upon any liquidation, dissolution or winding up of the Company, the holders of the Series B Preferred Stock will be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount with respect to each share of Series B Preferred Stock equal to $5,000.00 (the “Face Value”), plus an amount equal to any accrued but unpaid Accruals thereon (the “Liquidation Value”); § On maturity, the Company may redeem the Series B Preferred Stock by paying the holder the Liquidation Value; § Before maturity, the Company may redeem the Series B Preferred stock on 30 days’ notice by paying 145% of the outstanding Face Value per share; § If the Company determines to liquidate, dissolve or wind-up its business and affairs, the Company will, within three trading days of such determination and prior to effectuating any such action, redeem all outstanding shares of Series B Preferred Stock; § In the event of a conversion of any shares of Series B Preferred Stock, the Company will (a) satisfy the payment of the Conversion Premium, which is defined as the Face Value of the shares converted multiplied by the product of 7.5% and the number of whole years between issuance and maturity, and (b) issue to the holder of the shares of Series B Preferred Stock a number of conversion shares equal to the Face Value divided by the applicable Conversion Price (defined as 90% of the of the 5 lowest individual daily volume weighted average prices of the Common Stock from issuance to conversion less $0.075 per share, but no less than the Floor Price [$1.00 prior to corporate approvals to increase the authorized stock and approve the financing and $0.35 after approvals]) with respect to the number of shares converted; While the note is outstanding if Triggering Events occur the conversion rate may be decreased by 10% and the interest rate increased by 10% for each Triggering Event. In the event of certain defaults, conversion price may not be subject to a floor. § if at any time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which holder could have acquired if holder had held the number of shares of Common Stock acquirable upon conversion of Series B Preferred Stock; § At maturity (2 years from issuance), all outstanding shares of Series B Preferred Stock shall automatically convert into common stock at the Conversion Price; and § At no time may the holders of Series B Preferred Stock own more than 4.99% of the outstanding common stock in the Company. Common Stock issuances during the nine months ended June 30, 2019 During the period commencing October 1, 2018 through December 31, 2018, the Company received $361,800 from 14 investors pursuant to private placement agreements with the investors to purchase 452,250 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 September 11, 2018, the Company entered into an agreement with Regal Consulting, LLC for investor relations services. Under this agreement the Company agreed to issue 30,000 shares of the Company’s common stock per month as compensation for services plus additional cash compensation. During the nine months ended June 30, 2019, the Company issued a total of 270,000 shares of its common stock in accordance with the agreement. Stock compensation of $782,700 was recorded as a result of the stock issued under the agreement. On October 15, 2018, the Company entered into an agreement with a consultant for services. Under this agreement the Company agreed to issue 30,000 shares of the Company’s common stock which vest evenly over a six-month period from the agreement date. During the nine months ended June 30, 2019, the Company recorded stock compensation of $75,000 was recorded as a result of the stock issued under the agreement. On October 2, 2018, an investor exercised warrants to purchase 3,000 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 $1,088 as a result of this exercise. The Company issued 100,000 shares in relation to a Securities purchase agreement executed on December 31, 2018. (See Note 8 for additional details.) On December 31, 2018, the Company settled $25,000 of a promissory note (See Note 7) through the issuance of 25,000 shares of the Company’s common stock. The shares were valued at 51,225 and a $26,225 loss on settlement of debt was recorded as a result of the issuance. On January 7, 2019, a total of 1,444,170 shares of the Company’s common stock were issued in connection with the cashless exercise of 1,500,000 common stock warrants at an exercise price of $0.083. On January 7, 2019, an investor converted $2,500,000 in principal and $875,000 in interest as a conversion premium, for 1,784,729 shares of the Company common stock at an effective conversion price of $1.89. (see Note 8 for additional details.) On January 22, 2019, in accordance with a merger agreement the Company issued 1,750,000 shares of the Company’s common stock. (see Note 3 for additional details.) On February 26, 2019, a total of 246,227 shares of the Company’s common stock were issued in connection with the cashless exercise of 250,000 common stock warrants at an exercise price of $0.083. On March 6, 2019, the investor converted $1,000,000 in principal and $350,000 in interest as a conversion premium, for 713,892 shares of the Company common stock at an effective conversion price of $1.89. (see Note 8 for additional details.) On March 26, 2019, a total of 488,567 shares of the Company’s common stock were issued in connection with the cashless exercise of 500,000 common stock warrants at an exercise price of $0.083. On April 9, 2019, an investor exercised warrants to purchase 9,000 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 received $3,267 as a result of this exercise. The Company issued 1,250,000 shares in relation to a Securities purchase agreement executed on April 17, 2018. (See Note 8 for additional details.) On June 12, 2019, the Company entered into an agreement with SylvaCap Media for investor relations services. Under this agreement the Company agreed to issue 250,000 shares of the Company’s common stock as compensation for services for a six month period plus additional cash compensation. The 250,000 shares vest upon issuance but if the agreement is terminated within 90 days of execution the shares are to be returned and cancelled. Stock compensation of $44,126 was recorded as a result of the stock issued under the agreement. Common stock returned during the nine months ended June 30, 2019 In connection with the issuance of the Auctus Fund, LLC Convertible Note, the Company issued to Auctus, as a commitment fee 137,500 returnable shares of its common stock. As a result of the conversion of the note on September 21, 2018, the shares were returned to treasury and cancelled on December 21, 2018. In connection with the issuance of the EMA Financial, LLC Convertible Note, the Company issued to EMA, as a commitment fee 137,500 returnable shares of its common stock. As a result, of the repayment of the note on January 3, 2019, the shares were returned to treasury and cancelled on January 8, 2019. Common Stock issuances during the nine months ended June 30, 2018 During the period commencing October 1, 2017 through June 30, 2018, the Company received $251,900 from 16 investors pursuant to private placement agreements with the investors to purchase 314,875 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. During the period commencing October 1, 2017 through June 30, 2018, the Company issued 300,000 shares of the Company’s $0.001 par value common stock as collateral for promissory notes, the shares are held in a third-party escrow account and will be returned to the Company upon repayment of the loans. On December 13, 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 received $10,000 as a result of this exercise. On January 19, 2018, an investor exercised warrants to purchase 180,000 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.083 for each share of Common stock. The Company received $14,940 as a result of this exercise. On January 19, 2018, an investor exercised warrants to purchase 15,000 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 received $5,445 as a result of this exercise. On January 29, 2018, an investor exercised warrants to purchase 4,500 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 received $1,633 as a result of this exercise. On February 8, 2018, an investor exercised 456,000 warrants to purchase shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.367 for each share of Common stock. The investor elected to use the cashless exercise option and as a result the Company issued 387,475 shares of common stock. On May 10, 2018, Bryan Huber the Company’s Chief Operations Officer exercised warrants to purchase 1,353 shares of the Company’s $0.001 par value common stock at a purchase price equal to $1.50 for each share of Common stock. The Company receive $2,030 as a result of this exercise. In connection with the issuance of the March 23, 2018, Labrys Fund, LP Convertible Note, the Company issued, as a commitment fee, 137,500 shares of its common stock (the “Returnable Shares”) as well as 100,000 shares of its common stock (the “Non-Returnable Shares”). The agreement was amended on June 29, 2018 and as a result the returnable shares were no longer returnable. Consequently, the fair value of the returnable shares of $218,626 was charged to interest expense. During the period commencing October 1, 2018 through June 30, 2018, the Company issued 41,640 shares of the Company’s $0.001 par value common stock to settle accounts payable. The shares were valued at $75,733 and the Company recorded a loss on settlement of debt of $41,092 result of the issuance. |
STOCK WARRANTS
STOCK WARRANTS | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
STOCK WARRANTS | The following is a summary of stock warrant activity during the nine months ended June 30, 2019. Number of Warrant Shares Weighted Average Exercise Price Balance, September 30, 2018 8,989,299 $ 0.89 Warrants granted 6,413,333 $ 3.22 Warrants expired — — Warrants canceled — — Warrants exercised (2,262,000 ) 0.08 Balance,June 30, 2019 13,140,632 $ 2.17 As of March 31, 2019, the outstanding warrants have a weighted average remaining term of was 4.06 years and an intrinsic value of $5,170,118. As of June 30, 2019, there are warrants exercisable to purchase 12,697,775 shares of common stock in the Company and 442,857 unvested warrants outstanding that cannot be exercised until vesting conditions are met. 9,961,980 of the warrants require a cash investment to exercise as follows, 50,000 required a cash investment of $0.80 per share, 4,498,647 require a cash investment of $1.50 per share, 1,250,000 require a cash investment of $2.00 per share, 1,030,000 require a cash investment of $2.50 per share, 2,000,000 require an investment of $3.50 per share, 100,000 require an investment of $4.00 per share, 600,000 require an investment of $5.00 per share, 383,333 require a cash investment of $7.50 per share and 50,000 require a cash investment of $10.00 per share. 3,178,652 of the outstanding warrants contain provisions allowing a cashless exercise at their respective exercise price. Warrant activity for the nine months ended June 30, 2019 On October 15, 2018, the Company entered into an agreement with a consultant for services. Under this agreement the Company agreed to issue 30,000 warrants to purchase shares of the Company’s common stock at an exercise price of $2.50 for a period of five years which vest evenly over a six-month period from the agreement date. During the nine months ended June 30, 2019, the Company recorded stock compensation of $68,643 as a result of the stock issued under the agreement. The warrants were valued using the black-Scholes valuation model. On December 31, 2018, in connection with a Securities purchase agreement (see Note 8 for additional details) the Company issued Common Stock Purchase Warrants to acquire up to 3,083,333 shares of common stock for a term of three years on a cash-only basis at an exercise price of $2.00 per share with respect to 1,250,000 Warrant Shares, $2.50 with respect to 1,000,000 Warrant Shares, $5.00 with respect to 500,000 Warrant Shares and $7.50 with respect to 333,333 Warrant Shares. On April 18, 2019, in connection with a Securities purchase agreement (see Note 8 for additional details) the Company issued Common Stock Purchase Warrants to acquire up to 2,300,000 shares of common stock for a term of three years on a cash-only basis at an exercise price of $3.50 per share with respect to 2,000,000 Warrant Shares, $4.00 with respect to 100,000 Warrant Shares, $5.00 with respect to 100,000 Warrant Shares, $7.50 with respect to 50,000 Warrant Shares and $10.00 with respect to 50,000 Warrant Shares. On August 28, 2018, in connection with the Consulting agreement executed with Zero Positive, LLC the Company issued warrants to purchase 900,000 shares of common stock at an exercise price of $0.80 per share to Zero Positive. The warrants were valued at $2,607,096 using the Black Scholes option pricing model. The warrants vest as follows: 300,000 warrants vested immediately, the balance vest evenly on the last day of each month over the forty-two months beginning August 31, 2018. As of June 30, 2019, 457,143 warrants had vested, and the Company recorded an expense of $372,442 during the nine months ended June 30, 2019. (See Note 9 for additional details.) On January 22, 2019, in accordance with a merger agreement, CleanSpark issued; a five-year warrant to purchase 500,000 shares of CleanSpark common stock at an exercise price of $1.60 per share, and a five-year warrant to purchase 500,000 shares of CleanSpark common stock at an exercise price of $2.00 per share. (see note 3 for additional details.) The warrants were valued at $1,102,417 and $1,102,107, respectively. The Black-Scholes model utilized the following inputs to value the warrants granted during the nine months ended June 30, 2019: Fair value assumptions – Warrants: June 30, 2019 Risk free interest rate 2.36% -3.01% Expected term (years) 3-5 Expected volatility 254-268% Expected dividends 0% On January 7, 2019, a total of 1,444,170 shares of the Company’s common stock were issued in connection with the cashless exercise of 1,500,000 common stock warrants with an exercise prices of $0.083. On February 26, 2019, a total of 246,227 shares of the Company’s common stock were issued in connection with the cashless exercise of 250,000 common stock warrants at an exercise price of $0.083. On March 26, 2019, a total of 488,567 shares of the Company’s common stock were issued in connection with the cashless exercise of 500,000 common stock warrants at an exercise price of $0.083. As of June 30, 2019, the Company expects to recognize $1,282,857 of stock-based compensation for the non-vested outstanding warrants over a weighted-average period of 2.51 years. Warrant activity for the nine months ended June 30, 2018 On December 13, 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 received $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 vest evenly over the six-month services period ended June 30, 2018. On January 19, 2018, an investor exercised warrants to purchase 180,000 shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.083 for each share of Common stock. The Company received $14,940 as a result of this exercise. On January 19, 2018, an investor exercised warrants to purchase 15,000 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 received $5,445 as a result of this exercise. On January 29, 2018, an investor exercised warrants to purchase 4,500 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 received $1,633 as a result of this exercise. On June 15, 2018, the Company issued 116,600 5-year warrants exercisable at $0.80 to a lender in connection with a promissory note agreement. (See Note 7 for additional details.) On February 8, 2018, an investor exercised 456,000 warrants to purchase shares of the Company’s $0.001 par value common stock at a purchase price equal to $0.367 for each share of Common stock. The investor elected to use the cashless exercise option and as a result the Company issued 387,475 shares of common stock. During the nine months ended June 30, 2019, the Company recognized $372,442 of stock-based compensation related to warrants. |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Jun. 30, 2019 | |
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 on June 19, 2017. A total of 3,000,000 shares were initially reserved for issuance under the Plan. As of June 30, 2019, there were 2,552,910 shares available for issuance under the plan. 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 who The following is a summary of stock option activity during the nine months ended June 30, 2019. Number of Option Shares Weighted Average Exercise Price Balance, September 30, 2018 319,206 $ 1.18 Options granted 127,884 $ 1.95 Options expired — — Options canceled — — Options exercised — — Balance, June 30, 2019 447,090 $ 1.40 As of June 30, 2019, there are options exercisable to purchase 447,090 shares of common stock in the Company. As of June 30, 2019, the outstanding options have a weighted average remaining term of was 2.39 years and an intrinsic value of $239,392. Option activity for the nine months ended June 30, 2019 During the nine months ended June 30, 2019, the Company issued 127,884 options to purchase shares of common stock to employees, the shares were granted at quoted market prices ranging from $1.51 to $5.90. The options were valued at issuance using the Black Scholes model and stock compensation expense of $245,000 was recorded as a result of the issuances. On March 10, 2018 the Company issued a total of 250,000 options to four consultants for advisory services. The options vest evenly 12 months from issuance. The options expire 24 months after issuance and require a cash investment to exercise. The options were valued at issuance using the Black Scholes model at $342,500 and amortized of the term of the agreement. During the nine months ended June 30, 2019, $191,425 was been expensed as stock-based compensation. The Black-Scholes model utilized the following inputs to value the options granted during the nine months ended June 30, 2019: Fair value assumptions – Options: June 30, 2019 Risk free interest rate 2.21-2.91% Expected term (years) 3 Expected volatility 239%-271% Expected dividends 0% As of June 30, 2019, the Company expects to recognize $0 of stock-based compensation for the non-vested outstanding options over a weighted-average period of 0 years. Option activity for the nine months ended June 30, 2018 During the nine months ended June 30, 2018, the Company issued 41,065 options to purchase shares of the common stock to employees, the shares were granted at quoted market prices between $1.57 and $3.45. The options were valued at issuance using the Black Scholes model and stock compensation expense of $75,000 was recorded as a result of the issuances. On March 10, 2018 the Company issued a total of 250,000 options to four consultants for advisory services. The Options vest evenly 12 months from issuance. The Options expire 24 months after issuance and require a cash investment to exercise. The options were valued at issuance using the black Scholes model at $342,500. As of June 30, 2018, $105,096 had been expensed as stock compensation. The Black-Scholes model utilized the following inputs to value the options granted during the nine months ended June 30, 2018: Fair value assumptions – Options: June 30, 2018 Risk free interest rate 1.46-2.61% Expected term (years) 2-3 Expected volatility 120%-182% Expected dividends 0% |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Office leases The Company’s corporate offices are located at 70 North Main Street, Suite 105, Bountiful, Utah 84010. The Company occupies the leased space on a month to month basis at a rate of $850 per month. Future minimum On May 15, 2018, the Company executed a 37-month lease agreement, which commenced on July 1, 2018 at 4360 Viewridge Avenue, Suite C, San Diego, California. The agreement calls for the Company to make payments of $4,057 in base rent per month through July 31, 2021 subject to an annual 3% rent escalation. Future minimum Fiscal year ending September 30, 2019 - $12,536 Fiscal year ending September 30, 2020 - $50,521 Fiscal year ending September 30, 2021 - $43,170 |
MAJOR CUSTOMERS AND VENDORS
MAJOR CUSTOMERS AND VENDORS | 9 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
MAJOR CUSTOMER | For the nine months ended June 30, 2019 and 2018, the Company had the following customers that represented more than 10% of sales. June 30, 2019 June 30, 2018 Customer A 33.9 % — Customer B 21.4 % — Customer C — 14.7% Customer D 21.9 % 68.8% For the nine months ended June 30, 2019 and 2018, the Company had the following suppliers that represented more than 10% of direct material costs. June 30, 2019 June 30, 2018 Vendor A — 14.0% Vendor B — 28.4% Vendor C — 27.4% Vendor D — 10.3% Vendor E 90.1 % — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Issuance of Common stock for services During the period commencing July 1, 2019 through August 15, 2018, the Company issued 60,000 shares of the Company’s $0.001 par value common stock to Regal Consulting, LLC for investor relations services. Issuance of Stock options to employees During the period commencing July 1, 2019 through August 15, 2019, the Company issued 11,641 options to purchase shares of common stock to employees, the options were granted at quoted market prices ranging from $1.23 to $1.90. Issuance of Common stock for convertible debt On July 19, 2019, the investor converted $500,000 in principal and $175,000 in interest as a conversion premium, for 451,086 shares of the Company common stock at an effective conversion price of $1.82. (see Note 8 for additional details.) On January 7, 2019, an investor converted $2,500,000 in principal and $875,000 in interest as a conversion premium, for 1,784,729 shares of the Company common stock at an effective conversion price of $1.89. On July 9, 2019, in accordance with the terms of the agreement the investor was issued an additional 456,140 shares of common stock due to the decrease in stock price resulting in an effective conversion price of $1.51. (see Note 8 for additional details.) On March 6, 2019, the investor converted $1,000,000 in principal and $350,000 in interest as a conversion premium, for 713,892 shares of the Company common stock at an effective conversion price of $1.89. On July 16, 2019, in accordance with the terms of the agreement the investor was issued an additional 182,456 shares of common stock due to the decrease in stock price resulting in an effective conversion price of $1.51. (see Note 8 for additional details.) Amendment to Articles of Incorporation On August 9, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation to increase its authorized shares of common stock from 100,000,000 to 200,000,000. The amendment was previously approved by written consent of the Company’s Board and more than a majority of the voting power of its stockholders and delivered to stockholders of record as of the close of business July 2, 2019 pursuant to a Definitive Information Statement on Schedule 14C. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and liquidity | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. The Company has incurred losses for the past several years while developing infrastructure and its software platforms. As shown in the accompanying unaudited consolidated financial statements, the Company incurred net losses of $14,020,002 during the nine months ended June 30, 2019. In response to these conditions and to ensure the Company has sufficient capital for ongoing operations for a minimum we |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of CleanSpark, Inc., and its wholly owned operating subsidiaries, CleanSpark, LLC, CleanSpark, II, LLC and CleanSpark Critical Power Systems Inc. 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 impairment, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, 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 statements 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 $8,016,078 and $412,777 in cash and no cash equivalents as of June 30, 2019 and September 30, 2018, respectively. |
Revenue recognition | Upon adoption of ASC Topic 606, the Company revised its accounting policy on revenue recognition from the policy provided in the Notes to Consolidated Financial Statements included in our September 30, 2018 10-K. The revised accounting policy on revenue recognition is provided below. Engineering & Construction Contracts and Service Contracts The company recognizes engineering and construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Engineering and construction contracts are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. The company recognizes revenue based primarily on contract cost incurred to date compared to total estimated contract cost (an input method). The input method is the most faithful depiction of the company’s performance because it directly measures the value of the services transferred to the customer. Customer-furnished materials, labor and equipment and, in certain cases, subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the company is acting as a principal rather than as an agent (i.e., the company integrates the materials, labor and equipment into the deliverables promised to the customer). Customer-furnished materials are only included in revenue and cost when the contract includes construction activity and the company has visibility into the amount the customer is paying for the materials or there is a reasonable basis for estimating the amount. The company recognizes revenue, but not profit, on certain uninstalled materials that are not specifically produced, fabricated, or constructed for a project. Revenue on these uninstalled materials is recognized when the cost is incurred (when control is transferred). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on engineering and construction contracts are typically due within 30 to 45 days of billing, depending on the contract. For service contracts (including maintenance contracts) in which the company has the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the company’s performance completed to date, revenue is recognized when services are performed and contractually billable. Service contracts that include multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, the company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on service contracts that have not been billed to clients is classified as a current asset under contract assets on the Consolidated Balance Sheet. Amounts billed to clients in excess of revenue recognized on service contracts to date are classified as a current liability under contract liabilities. Customer payments on service contracts are typically due within 30 days of billing, depending on the contract. Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) of $0 and contract work in progress (typically for fixed-price contracts) of $4,282 as of June 30, 2019. Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the terms of the contract. Advances that are payments on account of contract assets of $0 and $0 as of June 30, 2019 and September 30, 2018, respectively, have been deducted from contract assets. Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. The Company recorded $0 and $0 in contract liabilities as of June 30, 2019 and September 30, 2018, respectively. Revenues from Sale of Equipment Performance Obligations Satisfied at a point in time. We recognize revenue on agreements for non-customized equipment we In situations where arrangements include customer acceptance provisions based on seller or customer-specified objective criteria, we recognize revenue when we have concluded that the customer has control of the goods and that acceptance is likely to occur. We generally do not provide for anticipated losses on point in time transactions prior to transferring control of the equipment to the customer. Our billing terms for these point in time equipment contracts vary and generally coincide with delivery to the customer; however, within certain businesses, we receive progress payments from customers for large equipment purchases, which is generally to reserve production slots with our manufacturing partners, which are recorded as liabilities. The Company recorded $428,042 and $0 in contract liabilities as of June 30, 2019 and September 30, 2018, respectively. Service Performance obligations satisfied over time. We enter into long-term product service agreements with our customers primarily within our microgrid segment. These agreements require us to provide preventative maintenance, and standby support services that include certain levels of assurance regarding system performance throughout the contract periods, these contracts will generally range from 5 to 10 years. We account for items that are integral to the maintenance of the equipment as part of our service related performance obligation, unless the customer has a substantive right to make a separate purchasing decision (e.g., equipment upgrade). Contract modifications that extend or revise contract terms are not uncommon and generally result in our recognizing the impact of the revised terms prospectively over the remaining life of the modified contract (i.e., effectively like a new contract). Revenues are recognized for these arrangements on a straight line basis consistent with the nature, timing and extent of our services, which primarily relate to routine maintenance and as needed product repairs. Our billing terms for these contracts vary, but we generally invoice periodically as services are provided. Variable Consideration The nature of the company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; awards and incentive fees; and liquidated damages and penalties. The company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. The company generally provides limited warranties for work performed under its engineering and construction contracts. The warranty periods typically extend for a limited duration following substantial completion of the company’s work on a project. Historically, warranty claims have not resulted in material costs incurred. Practical Expedients If the company has a right to consideration from a customer in an amount that corresponds directly with the value of the company’s performance completed to date (a service contract in which the company bills a fixed amount for each hour of service provided), the company recognizes revenue in the amount to which it has a right to invoice for services performed. The company does not adjust the contract price for the effects of a significant financing component if the company expects, at contract inception, that the period between when the company transfers a service to a customer and when the customer pays for that service will be one year or less. The company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the company from its customers (use taxes, value added taxes, some excise taxes). For the nine months ended June 30, 2019 and 2018, the Company reported revenues of $2,209,542 and $466,931, respectively. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $42,422 and $17,751 were included in the balance of trade accounts receivable as of June 30, 2019 and September 30, 2018, 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 June 30, 2019, the cash balance in excess of the FDIC limits was $7,766,078. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue. (See Note 14 for details.) |
Stock-based compensation | The Company follows the guidelines in FASB Codification Topic ASC 718-10 “ Compensation-Stock Compensation, |
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, |
Recently Issued Accounting Pronouncements | In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. ASU 2018-07 is effective for us for annual periods beginning October 1, 2019. We are evaluating the potential impact to our financial position or results of operations. In August 2018, the FASB issued ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," which allows for the capitalization of certain implementation costs incurred in a hosting arrangement that is a service contract. ASU 2018-15 allows for either retrospective adoption or prospective adoption to all implementation costs incurred after the date of adoption. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact the adoption of this new standard will have on our financial position and results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. We are currently evaluating the impact the adoption of this new standard will have on our financial position and results of operations. The Company has evaluated all other recent accounting pronouncements, and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows. |
Reclassifications | Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or net assets of the Company. |
Fair Value of financial instruments | The carrying value of cash, accounts payable and accrued expenses, and debt (See Notes 6 & 7) approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments. The carrying amount of the Company’s long-term convertible debt is also stated at fair value of $12,500,000 since the stated rate of interest approximates market rates. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. • Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. • Level 2 Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. • Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. |
ACQUISITION OF PIONEER CRITIC_2
ACQUISITION OF PIONEER CRITICAL POWER, INC. AND RELATED ASSETS (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Fair value of the consideration | Consideration Fair Value 1,750,000 shares of common stock $ 3,867,500 500,000 warrants $1.60 1,102,417 500,000 warrants $2.00 1,102,107 Total Consideration $ 6,072,024 |
Purchase price allocations | Purchase Price Allocation Engineering designs $ 250,000 UL files 100,000 Customer list & non-compete agreement 5,722,024 $ 6,072,024 |
CAPITALIZED SOFTWARE (Tables)
CAPITALIZED SOFTWARE (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Capitalized Software | June 30, 2019 September 30, 2018 mVSO software $ 5,015,724 $ 4,708,203 mPulse software 6,665,044 6,334,772 Capitalized Software: 11,680,768 11,042,975 Less: accumulated amortization (3,291,361 ) (2,256,749) Capitalized Software, net $ 8,389,407 $ 8,786,226 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | June 30, 2019 September 30 ,2018 Patents $ 74,112 $ 71,962 Websites 16,482 16,482 Customer list and non-compete agreement 5,722,024 — Trademarks 5,928 5,928 Engineering trade secrets 4,370,269 4,020,269 Software — 26,990 Intangible assets: 10,188,815 4,141,631 Less: accumulated amortization (2,143,784 ) (927,164) Intangible assets, net $ 8,045,031 $ 3,214,467 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | June 30, 2019 September 30, 2018 Machinery and equipment $ 136,890 $ 130,191 Furniture and fixtures 75,122 54,251 Total 212,012 184,442 Less: accumulated depreciation (129,350 ) (97,711) Fixed assets, net $ 82,662 $ 86,731 |
LOANS (Tables)
LOANS (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Long Term Notes Payable | Long-term loans payable consist of the following: June 30, 2019 September 30, 2018 Promissory notes $ — $ 150,000 Total $ — $ 150,000 |
Current Notes Payable | Current loans payable consist of the following: June 30, 2019 September 30, 2018 Promissory notes $ 300,000 $ 628,951 Insurance financing loans 34,935 10,257 Current loans payable: 334,935 639,208 Unamortized debt discount — (181,629) Total, net of unamortized discount $ 334,935 $ 457,579 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
SPA 1 | |
Securities Purchase Agreement | Principal $ 1,750,000 Unamortized debt discount (1,317,708) Total, net of unamortized discount 432,292 |
SPA 2 | |
Securities Purchase Agreement | Principal $ 10,750,000 Unamortized debt discount (9,675,000) Total, net of unamortized discount 1,075,000 |
SPA Summary | |
Securities Purchase Agreement | Principal – December 31, 2018 Note $ 1,750,000 Principal – April 17, 2019 Note 10,750,000 Total principal on convertible notes (long-term) 12,500,000 Unamortized debt discount (10,992,708) Total convertible notes, net of unamortized discount (long-term) $ 1,507,292 |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Warrant Summary | Number of Warrant Shares Weighted Average Exercise Price Balance, September 30, 2018 8,989,299 $ 0.89 Warrants granted 6,413,333 $ 3.22 Warrants expired — — Warrants canceled — — Warrants exercised (2,262,000 ) 0.08 Balance,June 30, 2019 13,140,632 $ 2.17 |
Fair Value Assumptions | Fair value assumptions – Warrants: June 30, 2019 Risk free interest rate 2.36% -3.01% Expected term (years) 3-5 Expected volatility 254-268% Expected dividends 0% |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | ||
Stock Options | Number of Option Shares Weighted Average Exercise Price Balance, September 30, 2018 319,206 $ 1.18 Options granted 127,884 $ 1.95 Options expired — — Options canceled — — Options exercised — — Balance, June 30, 2019 447,090 $ 1.40 | |
Fair Value Assumptions | Fair value assumptions – Options: June 30, 2018 Risk free interest rate 1.46-2.61% Expected term (years) 2-3 Expected volatility 120%-182% Expected dividends 0% | Fair value assumptions – Options: June 30, 2019 Risk free interest rate 2.21-2.91% Expected term (years) 3 Expected volatility 239%-271% Expected dividends 0% |
MAJOR CUSTOMER (Tables)
MAJOR CUSTOMER (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Major Customers | June 30, 2019 June 30, 2018 Customer A 33.9 % — Customer B 21.4 % — Customer C — 14.7% Customer D 21.9 % 68.8% |
Major Suppliers | June 30, 2019 June 30, 2018 Vendor A — 14.0% Vendor B — 28.4% Vendor C — 27.4% Vendor D — 10.3% Vendor E 90.1 % — |
ORGANIZATION AND LINE OF BUSI_2
ORGANIZATION AND LINE OF BUSINESS (Details Narrative) - USD ($) | 9 Months Ended | ||||||||
Jun. 30, 2019 | Mar. 26, 2019 | Feb. 26, 2019 | Jan. 22, 2019 | Jan. 07, 2019 | Sep. 30, 2018 | Aug. 01, 2018 | Jun. 15, 2018 | Jul. 01, 2016 | |
Date of Incorporation | Oct. 15, 1987 | ||||||||
Liabilities Assumed | $ 200,000 | ||||||||
Common stock issued as consideration for acquisition | 44,658,282 | 1,750,000 | 1,444,170 | 36,116,447 | |||||
Warrant exercise price per share | $ 0.083 | $ 0.083 | $ 0.083 | $ 0.8 | $ 0.80 | ||||
Warrant One | |||||||||
Warrant issued as consideration for acquisition | 500,000 | ||||||||
Term of warrant | 5 years | ||||||||
Warrant exercise price per share | $ 1.60 | ||||||||
Warrant Two | |||||||||
Warrant issued as consideration for acquisition | 500,000 | ||||||||
Term of warrant | 5 years | ||||||||
Warrant exercise price per share | $ 2 |
SUMMARY OF SIGNIFICANT POLICI_3
SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | |||||||||
Net loss | $ (3,971,911) | $ (7,764,540) | $ (2,283,551) | $ (6,153,847) | $ (1,328,925) | $ (1,056,515) | $ (14,020,002) | $ (8,539,287) | |
Woking Capital | 10,101,314 | 10,101,314 | |||||||
Cash and no cash equivalents | 8,016,078 | 8,016,078 | $ 412,777 | ||||||
Revenues | 1,222,736 | $ 328,586 | 2,209,542 | 466,931 | |||||
Retention Receivables | 42,422 | 42,422 | 17,751 | ||||||
Allowance for doubtful accounts. net of | $ 0 | 0 | 0 | ||||||
Cash balance in excess of FDIC limits | 7,766,078 | ||||||||
Warranty costs and associated liabilities | $ 0 | 0 | |||||||
Shares issuable upon excercise of outstanding options | 38,921,055 | 38,921,055 | |||||||
Impairment Expense | $ 0 | $ 0 | |||||||
Contract liablilities | $ 428,042 | 428,042 | 0 | ||||||
Contract assets | 0 | 0 | $ 0 | ||||||
Contract work in progress | 4,282 | 4,282 | |||||||
Long term convertible debt at fair value | $ 12,500,000 | $ 12,500,000 |
ACQUISITION OF PIONEER CRITIC_3
ACQUISITION OF PIONEER CRITICAL POWER, INC. AND RELATED ASSETS - Fair value consideration (Details) | 9 Months Ended |
Jun. 30, 2019USD ($) | |
Accounting Policies [Abstract] | |
Fair value of 1,750,000 shares of common stock | $ 3,867,500 |
Fair value of 500,000 warrants @ 1.60 | 1,102,417 |
Fair value of 500,000 warrants @ 2.00 | 1,102,107 |
Total Consideration | $ 6,072,024 |
ACQUISITION OF PIONEER CRITIC_4
ACQUISITION OF PIONEER CRITICAL POWER, INC. AND RELATED ASSETS - Purchase price allocation (Details) | 9 Months Ended |
Jun. 30, 2019USD ($) | |
Accounting Policies [Abstract] | |
Engineering designs | $ 250,000 |
UL files | 100,000 |
Customer list and non compete agreement | 5,722,024 |
Total purchase price allocation | $ 6,072,024 |
ACQUISITION OF PIONEER CRITIC_5
ACQUISITION OF PIONEER CRITICAL POWER, INC. AND RELATED ASSETS (Details Narrative) - $ / shares | Jun. 30, 2019 | Mar. 26, 2019 | Feb. 26, 2019 | Jan. 22, 2019 | Jan. 07, 2019 | Sep. 30, 2018 | Aug. 01, 2018 | Jun. 15, 2018 |
Common stock issued as consideration for acquisition | 44,658,282 | 1,750,000 | 1,444,170 | 36,116,447 | ||||
Warrant exercise price per share | $ 0.083 | $ 0.083 | $ 0.083 | $ 0.8 | $ 0.80 | |||
Warrant One | ||||||||
Warrant issued as consideration for acquisition | 500,000 | |||||||
Term of warrant | 5 years | |||||||
Warrant exercise price per share | $ 1.60 | |||||||
Warrant Two | ||||||||
Warrant issued as consideration for acquisition | 500,000 | |||||||
Term of warrant | 5 years | |||||||
Warrant exercise price per share | $ 2 |
CAPITALIZED SOFTWARE (Details)
CAPITALIZED SOFTWARE (Details) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
Fair Value Disclosures [Abstract] | ||
mVSO software | $ 5,015,724 | $ 4,708,203 |
mPulse software | 6,665,044 | 6,334,772 |
Capitalized software | 11,680,768 | 11,042,975 |
Accumulated Amortization | (3,291,361) | (2,256,749) |
Capitalized Software, net | $ 8,389,407 | $ 8,786,226 |
CAPITALIZED SOFTWARE (Details N
CAPITALIZED SOFTWARE (Details Narrative) - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | ||
Product Development Expense | $ 1,034,612 | $ 1,030,823 |
Capitalized in Software Development | 637,793 | |
Capitalized Stock Compensation Cost | $ 68,750 |
INTANGIBLE ASSETS - Schedule o
INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 74,112 | $ 71,962 |
Websites | 16,482 | 16,482 |
Brand and Client List | 5,722,024 | |
Trademarks | 5,928 | 5,928 |
Engineering trade secrets | 4,370,269 | 4,020,269 |
Software | 26,990 | |
Intangible assets | 10,188,815 | 4,141,631 |
Less: accumulated depreciation | (2,143,784) | (927,164) |
Intangible Assets, Net | $ 8,045,031 | $ 3,214,467 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||
Amortization Expense | $ 1,243,610 | $ 592,315 |
FIXED ASSETS - Schedule of Prop
FIXED ASSETS - Schedule of Property Pant and Equipment (Details) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment | $ 136,890 | $ 130,191 |
Furniture and fixtures | 75,122 | 54,251 |
Total | 212,012 | 184,442 |
Less: accumulated depreciation | 129,350 | 97,711 |
Fixed assets, net | $ 82,662 | $ 86,731 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||
Depreciation Expense | $ 31,639 | $ 40,390 |
LOANS - Long Term (Details)
LOANS - Long Term (Details) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
Debt Disclosure [Abstract] | ||
Promissory Notes | $ 150,000 | |
Total | $ 150,000 |
LOANS - Current (Details)
LOANS - Current (Details) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
Debt Disclosure [Abstract] | ||
Prommisory Notes | $ 300,000 | $ 628,951 |
Insurance financing loans | 34,935 | 10,257 |
Current loans payable | 334,935 | 639,208 |
Unamortized Debt Discount | (181,629) | |
Total Net Of Unamortized Discount | $ 334,935 | $ 457,579 |
LOANS (Details Narrative)
LOANS (Details Narrative) - USD ($) | 9 Months Ended | ||||||||||||||||||||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 26, 2019 | Feb. 26, 2019 | Feb. 11, 2019 | Jan. 22, 2019 | Jan. 07, 2019 | Sep. 30, 2018 | Sep. 21, 2018 | Sep. 20, 2018 | Aug. 14, 2018 | Aug. 01, 2018 | Jun. 15, 2018 | May 22, 2018 | Feb. 01, 2018 | Jan. 12, 2018 | Dec. 05, 2017 | Nov. 20, 2017 | Nov. 11, 2017 | Oct. 06, 2017 | Sep. 05, 2017 | |
Face Value of note | $ 130,625 | $ 116,600 | $ 24,500 | $ 18,400 | $ 50,000 | $ 80,000 | $ 100,000 | $ 45,000 | $ 150,000 | ||||||||||||
Cash received | 125,000 | 110,000 | $ 24,500 | $ 18,400 | $ 50,000 | $ 80,000 | $ 100,000 | $ 45,000 | $ 150,000 | ||||||||||||
Original Issue Discount | 5,625 | 6,600 | |||||||||||||||||||
Warrants Issued | $ 25,000 | $ 116,600 | |||||||||||||||||||
Warrant Exercise Price | $ 0.083 | $ 0.083 | $ 0.083 | $ 0.8 | $ 0.80 | ||||||||||||||||
Common stock issued | 44,658,282 | 1,750,000 | 1,444,170 | 36,116,447 | |||||||||||||||||
Principal outstanding | $ 34,935 | ||||||||||||||||||||
Loans Payable 1 | |||||||||||||||||||||
Date Executed | Sep. 5, 2017 | ||||||||||||||||||||
Promissory Note interest rate | 9.00% | ||||||||||||||||||||
Term of repayment | 24 months | ||||||||||||||||||||
Owed in principal | $ 150,000 | ||||||||||||||||||||
Accrued Interest | $ 1,146 | ||||||||||||||||||||
Shares used to secure note | 150,000 | ||||||||||||||||||||
Interest Expense | $ 10,096 | $ 10,097 | |||||||||||||||||||
Loans Payable 2 | |||||||||||||||||||||
Date Executed | Oct. 6, 2017 | ||||||||||||||||||||
Promissory Note interest rate | 5830.00% | ||||||||||||||||||||
Term of repayment | 12 months | ||||||||||||||||||||
Owed in principal | $ 3,750 | ||||||||||||||||||||
Accrued Interest | 450 | ||||||||||||||||||||
Interest Expense | $ 0 | 12,375 | |||||||||||||||||||
Loans Payable 4 | |||||||||||||||||||||
Date Executed | Nov. 11, 2017 | ||||||||||||||||||||
Promissory Note interest rate | 10.00% | ||||||||||||||||||||
Term of repayment | 24 months | ||||||||||||||||||||
Owed in principal | $ 100,000 | ||||||||||||||||||||
Accrued Interest | $ 849 | ||||||||||||||||||||
Shares used to secure note | 100,000 | ||||||||||||||||||||
Interest Expense | $ 7,478 | 6,411 | |||||||||||||||||||
Loans Payable 3 | |||||||||||||||||||||
Date Executed | Nov. 20, 2017 | ||||||||||||||||||||
Promissory Note interest rate | 10.00% | ||||||||||||||||||||
Maturity Date | Dec. 31, 2018 | ||||||||||||||||||||
Term of repayment | 12 months | ||||||||||||||||||||
Owed in principal | $ 80,000 | ||||||||||||||||||||
Accrued Interest | 0 | ||||||||||||||||||||
Interest Expense | $ 2,017 | 4,866 | |||||||||||||||||||
Loans Payable 5 | |||||||||||||||||||||
Date Executed | Dec. 5, 2017 | ||||||||||||||||||||
Promissory Note interest rate | 9.00% | ||||||||||||||||||||
Term of repayment | 24 months | ||||||||||||||||||||
Owed in principal | $ 50,000 | ||||||||||||||||||||
Accrued Interest | $ 383 | ||||||||||||||||||||
Shares used to secure note | 50,000 | ||||||||||||||||||||
Interest Expense | $ 3,367 | 2,552 | |||||||||||||||||||
Loans Payable 6 | |||||||||||||||||||||
Date Executed | Jan. 12, 2018 | ||||||||||||||||||||
Promissory Note interest rate | 5850.00% | ||||||||||||||||||||
Term of repayment | 12 months | ||||||||||||||||||||
Owed in principal | $ 6,133 | ||||||||||||||||||||
Accrued Interest | 184 | ||||||||||||||||||||
Interest Expense | $ 0 | 3,680 | |||||||||||||||||||
Loans Payable 10 | |||||||||||||||||||||
Date Executed | May 22, 2018 | ||||||||||||||||||||
Promissory Note interest rate | 51.00% | ||||||||||||||||||||
Term of repayment | 12 months | ||||||||||||||||||||
Owed in principal | $ 18,375 | ||||||||||||||||||||
Accrued Interest | 1,960 | ||||||||||||||||||||
Interest Expense | $ 0 | 0 | |||||||||||||||||||
Loans Payable 11 | |||||||||||||||||||||
Date Executed | Jun. 15, 2018 | ||||||||||||||||||||
Promissory Note interest rate | 10.00% | ||||||||||||||||||||
Owed in principal | $ 0 | ||||||||||||||||||||
Accrued Interest | 0 | ||||||||||||||||||||
Interest Expense | 3,217 | ||||||||||||||||||||
Financing Expense | 48,424 | ||||||||||||||||||||
Value of Warrants Issued - Debt Discount | 110,000 | ||||||||||||||||||||
Unamortized Discount | $ 0 | ||||||||||||||||||||
Loans Payable 12 | |||||||||||||||||||||
Date Executed | Aug. 1, 2018 | ||||||||||||||||||||
Promissory Note interest rate | 10.00% | ||||||||||||||||||||
Owed in principal | $ 0 | ||||||||||||||||||||
Accrued Interest | 0 | ||||||||||||||||||||
Interest Expense | 3,003 | 0 | |||||||||||||||||||
Financing Expense | 38,499 | ||||||||||||||||||||
Value of Warrants Issued - Debt Discount | 71,373 | ||||||||||||||||||||
Unamortized Discount | $ 0 | ||||||||||||||||||||
Loans Payable 13 | |||||||||||||||||||||
Date Executed | Aug. 14, 2018 | ||||||||||||||||||||
Promissory Note interest rate | 5857.00% | ||||||||||||||||||||
Face Value of note | $ 19,600 | ||||||||||||||||||||
Cash received | $ 19,600 | ||||||||||||||||||||
Term of repayment | 12 months | ||||||||||||||||||||
Owed in principal | $ 17,967 | ||||||||||||||||||||
Accrued Interest | 784 | ||||||||||||||||||||
Interest Expense | $ 0 | 0 | |||||||||||||||||||
Loans Payable 14 | |||||||||||||||||||||
Date Executed | Sep. 20, 2018 | ||||||||||||||||||||
Promissory Note interest rate | 10.00% | ||||||||||||||||||||
Face Value of note | $ 52,500 | ||||||||||||||||||||
Cash received | 50,000 | ||||||||||||||||||||
Original Issue Discount | 2,500 | ||||||||||||||||||||
Owed in principal | $ 50,000 | ||||||||||||||||||||
Accrued Interest | 144 | ||||||||||||||||||||
Interest Expense | 1,323 | 0 | |||||||||||||||||||
Financing Expense | 47,353 | ||||||||||||||||||||
Warrants Issued | $ 25,000 | ||||||||||||||||||||
Warrant Exercise Price | $ 0.8 | ||||||||||||||||||||
Value of Warrants Issued - Debt Discount | $ 50,000 | ||||||||||||||||||||
Loans Payable 15 | |||||||||||||||||||||
Date Executed | Sep. 21, 2018 | ||||||||||||||||||||
Promissory Note interest rate | 10.00% | ||||||||||||||||||||
Face Value of note | $ 52,500 | ||||||||||||||||||||
Cash received | 50,000 | ||||||||||||||||||||
Original Issue Discount | 2,500 | ||||||||||||||||||||
Principal and Interest Payments | 25,000 | ||||||||||||||||||||
Owed in principal | $ 50,000 | ||||||||||||||||||||
Accrued Interest | 144 | ||||||||||||||||||||
Interest Expense | 1,323 | $ 0 | |||||||||||||||||||
Financing Expense | 47,353 | ||||||||||||||||||||
Warrants Issued | $ 25,000 | ||||||||||||||||||||
Warrant Exercise Price | $ 0.8 | ||||||||||||||||||||
Value of Warrants Issued - Debt Discount | 50,000 | ||||||||||||||||||||
Loss on settlement of debt | $ 26,225 | ||||||||||||||||||||
Common stock issued | 25,000 | ||||||||||||||||||||
Installment Loans | |||||||||||||||||||||
Promissory Note interest rate | 6.10% | ||||||||||||||||||||
Term of repayment | 10 months | ||||||||||||||||||||
Installment Loan Two | |||||||||||||||||||||
Promissory Note interest rate | 5.60% | ||||||||||||||||||||
Term of repayment | 10 months | ||||||||||||||||||||
Installment Loans | |||||||||||||||||||||
Face Value of note | $ 35,089 | ||||||||||||||||||||
Cash received | $ 35,089 | ||||||||||||||||||||
Installment Loan Two | |||||||||||||||||||||
Face Value of note | $ 78,603 | ||||||||||||||||||||
Cash received | $ 76,800 |
CONVERTIBLE NOTES PAYABLE- Conv
CONVERTIBLE NOTES PAYABLE- Convertible note repayments (Details Narrative) - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Outstanding principal paid | $ 555,000 | |
shares issued commitment fee | 137,500 | |
shares returned from commitment | 137,500 | |
Commitment fee | In connection with the issuance of the Note, the Company issued to the Purchaser, as a commitment fee, 137,500 returnable shares of its common stock. As a result of the repayment the shares were returned to treasury and cancelled on January 8, 2019. | |
EMA Financial, LLC | ||
Outstanding principal paid | $ 225,000 | |
Prepayment penalties | 35,000 | |
Interest paid | 10,736 | |
Unamortized debt discount | 176,045 | |
Labrys Fund, LP | ||
Outstanding principal paid | 330,000 | |
Interest paid | 11,609 | |
Unamortized debt discount | $ 309,834 |
CONVERTIBLE NOTES PAYABLE - Lon
CONVERTIBLE NOTES PAYABLE - Long Term Convertible Note Payable (Details) | 9 Months Ended |
Jun. 30, 2019USD ($) | |
Principal of long term convertible notes | $ 12,500,000 |
Unamortized debt discount | 10,992,708 |
Total, net of unamortized discount | 1,507,292 |
Convertible Debenture[Member] | |
Principal of long term convertible notes | 1,750,000 |
Unamortized debt discount | 1,317,708 |
Total, net of unamortized discount | 432,292 |
Convertible Debenture Two[Member] | |
Principal of long term convertible notes | 10,750,000 |
Unamortized debt discount | 9,675,000 |
Total, net of unamortized discount | $ 1,075,000 |
CONVERTIBLE NOTES PAYABLE - Sum
CONVERTIBLE NOTES PAYABLE - Summary of Convertible Note Payable (Details) | 9 Months Ended |
Jun. 30, 2019USD ($) | |
Principal of long term convertible notes | $ 12,500,000 |
Unamortized debt discount | 10,992,708 |
Total, net of unamortized discount | 1,507,292 |
Convertible Debenture[Member] | |
Principal of long term convertible notes | 1,750,000 |
Unamortized debt discount | 1,317,708 |
Total, net of unamortized discount | 432,292 |
Convertible Debenture Two[Member] | |
Principal of long term convertible notes | 10,750,000 |
Unamortized debt discount | 9,675,000 |
Total, net of unamortized discount | $ 1,075,000 |
CONVERTIBLE NOTES PAYABLE- Long
CONVERTIBLE NOTES PAYABLE- Long Term (Details Narrative) - USD ($) | Mar. 06, 2019 | Jan. 07, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Debt discount on convertible debt | $ 14,995,000 | $ 184,250 | ||
Principal converted as premium | $ 1,000,000 | $ 2,500,000 | ||
Interest converted as premium | $ 350,000 | $ 875,000 | ||
Shares delivered in conversion | 713,892 | 1,784,729 | ||
Conversion price of shares | $ 1.89 | $ 1.89 | ||
Percent adjustment to conversion and interest rate upon default | 10.00% | |||
Investor tender to company | 5,000,000 | |||
Debt discount charged as financing expense | 3,932,292 | |||
Convertible Debenture[Member] | ||||
Convertible Debenture. face value | $ 5,250,000 | |||
Convertible debenture, interest rate | $ 0.075 | |||
Common stock issued | 100,000 | |||
Common Stock Purchase warrant options | 3,083,333 | |||
Warrant shares based on 2.00 per share price | 1,250,000 | |||
Warrant shares based on 2.50 per share price | 1,000,000 | |||
Warrant shares based on 5.00 per share price | 500,000 | |||
Warrant shares based on 7.50 per share price | 333,333 | |||
Debt discount on convertible debt | $ 4,995,000 | |||
Investor tender to company | 5,000,000 | |||
Debt discount charged as financing expense | 3,932,292 | |||
Convertible Debenture Two[Member] | ||||
Convertible Debenture. face value | $ 10,750,000 | |||
Convertible debenture, interest rate | $ 0.075 | |||
Series B preferred stock issued | 2,150 | |||
Series B preferred stock, interest rate | $ 0.075 | |||
Agreegate purchase price | $ 20,000,000 | |||
Right to aqcuire shares of common stock | 1,250,000 | |||
Cash only basis to acquire warrant shares | 2,300,000 | |||
Investor tender to company | $ 10,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
Interest Expense | $ 1,495,213 | $ 368,690 | $ 7,196,287 | $ 418,109 | |
Consulting Agmt | |||||
Bonus on Revenue | 50.00% | ||||
Employment Agreement costs maximum per year | $ 15,000 | ||||
Medical Insurance Stripend | 1,000 | ||||
Paid earnings | $ 353,140 | 146,323 | |||
Consulting Agmt 2 | |||||
Bonus on Revenue | 50.00% | ||||
Employment Agreement costs maximum per year | $ 15,000 | ||||
Medical Insurance Stripend | 1,000 | ||||
Paid earnings | $ 353,140 | $ 146,323 | |||
Consulting Agmt 3 Zero Positive | |||||
Date of Agreement | Aug. 28, 2018 | ||||
Term of Agreement | 1 year | ||||
Professional fees owed | $ 160,000 | ||||
Bonus on Revenue | 50.00% | ||||
Bonus on Revenue from Direct Sales | 5000000.00% | ||||
Medical Insurance Stripend | $ 500 | ||||
Paid earnings | 127,772 | ||||
Defered as Accrued Compensation | 10,000 | ||||
Deferred Compensation Owed | 68,686 | ||||
Consulting Agmt 4 McNeill | |||||
Board compensation | 15,000 | ||||
Consulting Agmt Huber | |||||
Paid earnings | 91,573 | ||||
Two Promissory Notes | |||||
Promissory Note, Value | $ 30,000 | ||||
Value received by Company | $ 30,000 | ||||
Prommisory Note, interest rate | 15.00% | ||||
Principal Owed | $ 0 | ||||
Repaid to principal | $ 30,000 | ||||
Interest Expense | 1,147 | ||||
Two Additional Promissory Notes | |||||
Promissory Note, Value | $ 25,030 | ||||
Prommisory Note, interest rate | 15.00% | ||||
11 Promissory Notes | |||||
Promissory Note, Value | $ 189,690 | ||||
Value received by Company | $ 214,720 | ||||
Prommisory Note, interest rate | 15.00% | ||||
Principal Owed | $ 0 | ||||
Interest Expense | 7,648 | ||||
Interest Owed | $ 0 | ||||
Warrant Purchase Two | |||||
Shares purchased from warrant exercise | 900,000 | ||||
Purchase price of warrants | $ 0.80 | ||||
Value of warrant to company | $ 2,607,096 | ||||
Term of Warrant | 10 years | ||||
Risk free interest rate | 3.05% | ||||
Dividend Yield | 0.00% | ||||
Volatility Rate | 191.00% | ||||
Vested Immediately | $ 300,000 | ||||
Warrants Vested | 457,143 | ||||
Company Expense | 372,442 | ||||
Eight Promissory Notes | |||||
Value of warrant to company | 163,100 | ||||
Face value of additional notes | 50,000 | ||||
Promissory Note, Value | 163,100 | ||||
Value received by Company | $ 213,100 | ||||
Prommisory Note, interest rate | 15.00% | ||||
Interest Expense | $ 8,016 | ||||
Blue Chip Accounting, LLC | |||||
Paid accounting, tax, and administrative service | 49,288 | ||||
Non Executive Board Members | |||||
Board compensation | $ 2,500 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||
Dec. 30, 2016USD ($)shares | Jun. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)shares | Aug. 14, 2019$ / shares | Apr. 09, 2019$ / shares | Mar. 26, 2019$ / shares | Feb. 26, 2019$ / shares | Jan. 22, 2019shares | Jan. 07, 2019$ / sharesshares | Sep. 30, 2018$ / sharesshares | Aug. 01, 2018$ / shares | Jun. 15, 2018$ / shares | May 10, 2018$ / shares | Feb. 08, 2018$ / shares | Jan. 29, 2018$ / shares | Jan. 19, 2018$ / shares | |
Common Stock issued to settle accounts payable | 41,640 | ||||||||||||||||||||
Common Stock issued to settle accounts payable, value | $ | $ 75,734 | ||||||||||||||||||||
Common Stock, Shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||
Common Stock, par value | $ / shares | $ .001 | $ .001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred Stock, Shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||
Preferred Stock, par value | $ / shares | $ .001 | $ .001 | $ 0.001 | ||||||||||||||||||
Common Stock, shares issued | 44,658,282 | 44,658,282 | 1,750,000 | 1,444,170 | 36,116,447 | ||||||||||||||||
Preferred Stock, Shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Series A Preferred Stock, Shares | 1,000,000 | 1,000,000 | |||||||||||||||||||
Series A Preferred Stock, Par Value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||
Common stock Issued | 300,000 | ||||||||||||||||||||
Cashless Exercise of options and warrants | $ | $ 2,179 | $ 387 | |||||||||||||||||||
Shares issued for direct investment | 452,250 | ||||||||||||||||||||
Shares issued for direct investment, value | $ | $ 361,800 | $ 80,000 | $ 34,400 | $ 137,500 | |||||||||||||||||
Purchase Price per share issued for Direct Investment | $ / shares | $ 0.80 | ||||||||||||||||||||
Converted Shares | 258,589 | ||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 0.083 | $ 0.083 | $ 0.083 | $ 0.8 | $ 0.80 | ||||||||||||||||
Interest expense | $ | $ 1,495,213 | $ 368,690 | $ 7,196,287 | $ 418,109 | |||||||||||||||||
Accounts Payable [Member] | |||||||||||||||||||||
Common Stock, value per share | .001 | .001 | |||||||||||||||||||
Common Stock Issued, Value | $ | $ 75,733 | $ 75,733 | |||||||||||||||||||
Investor [Member] | |||||||||||||||||||||
Common Stock, value per share | 0.001 | 0.001 | |||||||||||||||||||
Warrant exercised to purchase shares | 27,548 | ||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 0.363 | $ 0.363 | |||||||||||||||||||
Warrant value to company | $ | $ 10,000 | ||||||||||||||||||||
Investor 4 [Member] | |||||||||||||||||||||
Common Stock, value per share | 0.001 | ||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 0.083 | ||||||||||||||||||||
Investor 5[Member] | |||||||||||||||||||||
Common Stock, value per share | 0.001 | ||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 0.363 | ||||||||||||||||||||
Investor 6 [Member] | |||||||||||||||||||||
Common Stock, value per share | 0.001 | ||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 0.363 | ||||||||||||||||||||
Investor 7 [Member] | |||||||||||||||||||||
Common Stock, value per share | 0.001 | ||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 0.0367 | ||||||||||||||||||||
Brian Huber [Member] | |||||||||||||||||||||
Common Stock, value per share | 0.001 | ||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 1.5 | ||||||||||||||||||||
Investor 9 [Member] | |||||||||||||||||||||
Common Stock, value per share | .001 | ||||||||||||||||||||
Warrant, exercise price | $ / shares | $ .363 | ||||||||||||||||||||
Fourteen Investors [Member] | |||||||||||||||||||||
Shares issued for direct investment | 314,875 | ||||||||||||||||||||
Shares issued for direct investment, value | $ | $ 251,900 | ||||||||||||||||||||
Purchase Price per share issued for Direct Investment | $ / shares | $ 0.80 | ||||||||||||||||||||
Auctus Fund LLC [Member] | |||||||||||||||||||||
Shares cancelled and retuned to Company | 137,500 | ||||||||||||||||||||
Returnable Shares issued as commitment fee | 137,500 | ||||||||||||||||||||
Regal Consulting LLC [Member] | |||||||||||||||||||||
Date of Issuance | Sep. 11, 2018 | ||||||||||||||||||||
Shares issued for direct investment | 270,000 | ||||||||||||||||||||
Returnable Shares issued as commitment fee | 30,000 | ||||||||||||||||||||
Stock Compensation | $ | $ 782,700 | ||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||
Date of Issuance | Oct. 15, 2018 | ||||||||||||||||||||
Shares issued for direct investment | 30,000 | ||||||||||||||||||||
Stock Compensation | $ | $ 75,000 | ||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||
Date of Issuance | Oct. 2, 2018 | ||||||||||||||||||||
Common Stock, par value | $ / shares | 0.001 | $ 0.001 | |||||||||||||||||||
Warrant exercised to purchase shares | 3,000 | ||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 0.363 | $ 0.363 | |||||||||||||||||||
Warrant value to company | $ | $ 1,088 | ||||||||||||||||||||
SPA 1 | |||||||||||||||||||||
Shares issued for direct investment | 100,000 | ||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||
Date of Issuance | Dec. 31, 2018 | ||||||||||||||||||||
Shares issued for direct investment | 25,000 | ||||||||||||||||||||
Shares issued for direct investment, value | $ | $ 51,225 | ||||||||||||||||||||
Loss on settlement of debt | $ | $ 26,225 | ||||||||||||||||||||
Settlement of promissory note | 25,000 | ||||||||||||||||||||
Cashless Exercise [Member] | |||||||||||||||||||||
Date of Issuance | Jan. 7, 2019 | ||||||||||||||||||||
Common stock Issued | 1,444,170 | ||||||||||||||||||||
Cashless Exercise of options and warrants | $ | $ 1,500,000 | ||||||||||||||||||||
Investor 2 | |||||||||||||||||||||
Converted Shares | 1,784,729 | ||||||||||||||||||||
Principal converted | $ | $ 2,500,000 | ||||||||||||||||||||
Interest converted | $ | $ 875,000 | ||||||||||||||||||||
Conversion price per share | $ / shares | $ 1.89 | ||||||||||||||||||||
Merger Agreement [Member] | |||||||||||||||||||||
Date of Issuance | Jan. 22, 2119 | ||||||||||||||||||||
Common stock Issued | 1,750,000 | ||||||||||||||||||||
Cashless Exercise 2 [Member] | |||||||||||||||||||||
Date of Issuance | Feb. 26, 2019 | ||||||||||||||||||||
Common stock Issued | 246,227 | ||||||||||||||||||||
Cashless Exercise of options and warrants | $ | $ 250,000 | ||||||||||||||||||||
Investor 3 [Member] | |||||||||||||||||||||
Date of Issuance | Mar. 6, 2019 | ||||||||||||||||||||
Converted Shares | 713,892 | ||||||||||||||||||||
Principal converted | $ | $ 1,000,000 | ||||||||||||||||||||
Interest converted | $ | $ 350,000 | ||||||||||||||||||||
Conversion price per share | $ / shares | $ 1.89 | ||||||||||||||||||||
Cashless Exercise 3[Member] | |||||||||||||||||||||
Date of Issuance | Mar. 26, 2019 | ||||||||||||||||||||
Common stock Issued | 488,567 | ||||||||||||||||||||
Cashless Exercise of options and warrants | $ | $ 500,000 | ||||||||||||||||||||
EMA Financial, LLC [Member] | |||||||||||||||||||||
Date of Issuance | Jan. 8, 2019 | ||||||||||||||||||||
Shares cancelled and retuned to Company | 137,500 | ||||||||||||||||||||
Returnable Shares issued as commitment fee | 137,500 | ||||||||||||||||||||
Labrys Fund, LP [Member] | |||||||||||||||||||||
Date of Issuance | Mar. 23, 2018 | ||||||||||||||||||||
Common stock Issued | 100,000 | ||||||||||||||||||||
Returnable Shares issued as commitment fee | 137,500 | ||||||||||||||||||||
Interest expense | $ | $ 218,626 | ||||||||||||||||||||
Accounts Payabe [Member] | |||||||||||||||||||||
Common stock Issued | 41,640 | ||||||||||||||||||||
Loss on settlement of debt | $ | $ 41,092 | ||||||||||||||||||||
Investor 4 [Member] | |||||||||||||||||||||
Date of Issuance | Jan. 19, 2018 | ||||||||||||||||||||
Warrant exercised to purchase shares | 180,000 | ||||||||||||||||||||
Warrant value to company | $ | $ 14,940 | ||||||||||||||||||||
Investor 5[Member] | |||||||||||||||||||||
Date of Issuance | Jan. 19, 2018 | ||||||||||||||||||||
Warrant exercised to purchase shares | 15,000 | ||||||||||||||||||||
Warrant value to company | $ | $ 5,445 | ||||||||||||||||||||
Investor 6 [Member] | |||||||||||||||||||||
Date of Issuance | Jan. 29, 2018 | ||||||||||||||||||||
Warrant exercised to purchase shares | 4,500 | ||||||||||||||||||||
Warrant value to company | $ | $ 1,634 | ||||||||||||||||||||
Investor 7 [Member] | |||||||||||||||||||||
Common stock Issued | 387,475 | ||||||||||||||||||||
Warrant exercised to purchase shares | 456,000 | ||||||||||||||||||||
Brian Huber [Member] | |||||||||||||||||||||
Warrant exercised to purchase shares | 1,353 | ||||||||||||||||||||
Warrant value to company | $ | $ 2,030 | ||||||||||||||||||||
Investor 9 [Member] | |||||||||||||||||||||
Warrant exercised to purchase shares | 9,000 | ||||||||||||||||||||
Warrant value to company | $ | $ 3,267 | ||||||||||||||||||||
SPA 2 | |||||||||||||||||||||
Date of Issuance | Apr. 17, 2018 | ||||||||||||||||||||
Common stock Issued | 1,250,000 | ||||||||||||||||||||
SylvaCap Media | |||||||||||||||||||||
Common stock Issued | 250,000 | ||||||||||||||||||||
Stock Compensation | $ | $ 44,126 |
STOCKHOLDERS' EQUITY - Series B
STOCKHOLDERS' EQUITY - Series B Preferred Stock (Details Narrative) - USD ($) | 9 Months Ended | ||
Jun. 30, 2019 | Apr. 16, 2019 | Sep. 30, 2018 | |
Equity [Abstract] | |||
Series B preferred stock authorized | 100,000 | ||
Series B preferred stock, par value per share | $ .001 | ||
Series B preferred stock issued and outstanding | 0 | 0 | 0 |
Cumulative accrual rate | 7.50% | ||
Liquidation payout | $ 5,000 | ||
Early redemption percent of face value option | 145.00% | ||
Max percent holders may own of series B preferred | 4.99% | ||
Terms of Conversion | In the event of a conversion of any shares of Series B Preferred Stock, the Company will (a) satisfy the payment of the Conversion Premium, which is defined as the Face Value of the shares converted multiplied by the product of 7.5% and the number of whole years between issuance and maturity, and (b) issue to the holder of the shares of Series B Preferred Stock a number of conversion shares equal to the Face Value divided by the applicable Conversion Price (defined as 90% of the of the 5 lowest individual daily volume weighted average prices of the Common Stock from issuance to conversion less $0.075 per share, but no less than the Floor Price [$1.00 prior to corporate approvals to increase the authorized stock and approve the financing and $0.35 after approvals]) with respect to the number of shares converted; While the note is outstanding if Triggering Events occur the conversion rate may be decreased by 10% and the interest rate increased by 10% for each Triggering Event. In the event of certain defaults, conversion price may not be subject to a floor. |
STOCK WARRANTS - Schedule of Wa
STOCK WARRANTS - Schedule of Warrant Summary (Details) - $ / shares | 9 Months Ended | |
Jun. 30, 2019 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||
Beginning Balance, number of shares | 8,989,299 | 8,989,299 |
Beginning Balance, weighted average exercise price | $ 0.89 | |
Warrants Granted and Assumed, number of shares | 6,413,333 | |
Warrants Granted and Assumed, weighted average exercise price | $ 3.22 | |
Warrants exercised, number of shares | (2,262,000) | |
Warrants exercised, weighted average exercise price | $ 0.36 | |
Ending Balance, number of shares | 13,140,632 | 8,959,299 |
3 | $ 2.17 |
STOCK WARRANTS - Fair Value Ass
STOCK WARRANTS - Fair Value Assumptions Warrants (Details) - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Risk Free Interest Rate Min | 2.36% | |
Risk Free Interest Rate Max | 3.01% | |
Exptected Term in years Min | 3 years | |
Expected Term Max | 5 years | |
Expected Volatility Min | 25400.00% | |
Expected Volatility Max | 26800.00% | |
Expected Dividends | $ 0 | $ 0 |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | |||||||||||||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 26, 2019 | Feb. 26, 2019 | Jan. 22, 2019 | Jan. 07, 2019 | Dec. 13, 2018 | Oct. 15, 2018 | Aug. 28, 2018 | Jun. 15, 2018 | Feb. 08, 2018 | Jan. 29, 2018 | Jan. 19, 2018 | Jan. 01, 2018 | |
Cashless exercise of options | $ 2,179 | $ 387 | ||||||||||||
Stock based compensation | 372,442 | |||||||||||||
Stock Based Compensation non vested | $ 1,282,857 | |||||||||||||
Weighted Average Period | 2 years 6 months 3 days | |||||||||||||
Warrants Exercisable | 12,697,775 | |||||||||||||
Warrants requiring cash investment | 9,961,980 | |||||||||||||
Warrants requiring cash investment of 0.80 per share | $ 50,000 | |||||||||||||
Warrants requiring cash investment of 1.50 per share | 4,498,647 | |||||||||||||
Warrants requiring cash investment of 2.00 per share | 1,250,000 | |||||||||||||
Warrants requiring cash investment of 2.50 per share | 1,030,000 | |||||||||||||
Warrants requiring cash investment of 3.50 per share | 2,000,000 | |||||||||||||
Warrants requiring cash investment of 4.00 per share | 100,000 | |||||||||||||
Warrants requiring cash investment of 5.00 per share | 600,000 | |||||||||||||
Warrants requiring cash investment of 7.50 per share | 383,333 | |||||||||||||
Warrants requiring cash investment of 10.00 per share | $ 50,000 | |||||||||||||
Warrants containing cashless provisions | 3,178,652 | |||||||||||||
Unvested Warrants outstanding | 442,857 | |||||||||||||
Investors exercised warrant to purchase | 258,401 | |||||||||||||
Intrinsic Value of outstanding warrants | $ 5,170,118 | |||||||||||||
Weighted Average remaining term of warrants | 4 years 22 days | |||||||||||||
Consultant | ||||||||||||||
Company Issued Shares of Common Stock | 30,000 | |||||||||||||
Warants issued, exercise price | $ 0.025 | |||||||||||||
Consultant [Member] | ||||||||||||||
Stock Based Compensation non vested | $ 68,643 | |||||||||||||
Term of Warrant | 5 years | |||||||||||||
SPA [Member] | ||||||||||||||
Warrants Exercisable | 3,083,333 | |||||||||||||
Warrants requiring cash investment of 2.00 per share | $ 1,250,000 | |||||||||||||
Warrants requiring cash investment of 2.50 per share | 1,000,000 | |||||||||||||
Warrants requiring cash investment of 5.00 per share | 500,000 | |||||||||||||
Warrants requiring cash investment of 7.50 per share | $ 333,333 | |||||||||||||
SPA [Member] | ||||||||||||||
Date of Agreement | Dec. 31, 2018 | |||||||||||||
Term of Warrant | 3 years | |||||||||||||
SPA 2[Member] | ||||||||||||||
Warrants Exercisable | 2,300,000 | |||||||||||||
Warrants requiring cash investment of 3.50 per share | $ 2,000,000 | |||||||||||||
Warrants requiring cash investment of 4.00 per share | 100,000 | |||||||||||||
Warrants requiring cash investment of 5.00 per share | 100,000 | |||||||||||||
Warrants requiring cash investment of 7.50 per share | 50,000 | |||||||||||||
Warrants requiring cash investment of 10.00 per share | $ 50,000 | |||||||||||||
SPA 2 | ||||||||||||||
Date of Agreement | Apr. 18, 2019 | |||||||||||||
Term of Warrant | 3 years | |||||||||||||
Merger Agreement [Member] | ||||||||||||||
Warrant issued to purchase shares | 500,000 | |||||||||||||
Warrants issued, value | $ 1,102,417 | |||||||||||||
Warants issued, exercise price | $ 1.60 | |||||||||||||
Term of Warrant | 5 years | |||||||||||||
Merger Agreement 2[Member] | ||||||||||||||
Warrant issued to purchase shares | 500,000 | |||||||||||||
Warrants issued, value | $ 1,102,107 | |||||||||||||
Warants issued, exercise price | $ 2 | |||||||||||||
Term of Warrant | 5 years | |||||||||||||
Investor 2 | ||||||||||||||
Investors exercised warrant to purchase | 27,548 | |||||||||||||
Company Issued Shares of Common Stock | 10,000 | |||||||||||||
Warants issued, exercise price | $ 0.363 | |||||||||||||
Zero Positive LLC | ||||||||||||||
Investors exercised warrant to purchase | 900,000 | |||||||||||||
par value of stock | 80.00% | |||||||||||||
Vested immediately | 300,000 | |||||||||||||
Vested Warrants | 457,143 | |||||||||||||
Expense recorded | $ 372,442 | |||||||||||||
Warrants issued, value | $ 2,607,096 | |||||||||||||
Cashless Exercise | ||||||||||||||
Company Issued Shares of Common Stock | 1,444,170 | |||||||||||||
Cashless exercise | 1,500,000 | |||||||||||||
Warants issued, exercise price | $ 0.083 | |||||||||||||
Cashless Exercise 2 [Member] | ||||||||||||||
Cashless exercise of options | $ 250,000 | |||||||||||||
Company Issued Shares of Common Stock | 246,227 | |||||||||||||
Cashless exercise | 250,000 | |||||||||||||
Warants issued, exercise price | $ 0.083 | |||||||||||||
Cashless Exercise 3[Member] | ||||||||||||||
Cashless exercise of options | $ 500,000 | |||||||||||||
Company Issued Shares of Common Stock | 488,567 | |||||||||||||
Cashless exercise | 500,000 | |||||||||||||
Warants issued, exercise price | $ 0.083 | |||||||||||||
Advisor [Member] | ||||||||||||||
Date of Agreement | Jan. 1, 2018 | |||||||||||||
Warrant issued to purchase shares | 100,000 | |||||||||||||
Warrants issued, value | $ 234,095 | |||||||||||||
Warants issued, exercise price | $ 0.80 | |||||||||||||
Term of Warrant | 5 years | |||||||||||||
Risk free interest rate | 2.01% | |||||||||||||
Dividend yield | 0.00% | |||||||||||||
Volatility rate | 158.00% | |||||||||||||
Investor 3 [Member] | ||||||||||||||
Company received | $ 14,940 | |||||||||||||
Warants issued, exercise price | $ 0.083 | |||||||||||||
Investor 3 [Member] | ||||||||||||||
Date of Agreement | Jan. 19, 2018 | |||||||||||||
Warrant issued to purchase shares | 180,000 | |||||||||||||
Investor 4 [Member] | ||||||||||||||
Company received | $ 5,445 | |||||||||||||
Warants issued, exercise price | $ 0.363 | |||||||||||||
Investor 4 [Member] | ||||||||||||||
Date of Agreement | Jan. 19, 2018 | |||||||||||||
Warrant issued to purchase shares | 15,000 | |||||||||||||
Investor 5[Member] | ||||||||||||||
Company received | $ 1,633 | |||||||||||||
Warants issued, exercise price | $ 0.363 | |||||||||||||
Investor 5[Member] | ||||||||||||||
Date of Agreement | Jan. 29, 2018 | |||||||||||||
Warrant issued to purchase shares | 4,500 | |||||||||||||
Investor 6 [Member] | ||||||||||||||
Company Issued Shares of Common Stock | 387,475 | |||||||||||||
Warants issued, exercise price | $ 0.367 | |||||||||||||
Investor 6 [Member] | ||||||||||||||
Warrant issued to purchase shares | 456,000 | |||||||||||||
Lender [Member] | ||||||||||||||
Warrant issued to purchase shares | 116,600 | |||||||||||||
Warants issued, exercise price | $ .80 | |||||||||||||
Term of Warrant | 5 years |
STOCK OPTIONS - Schedule of Opt
STOCK OPTIONS - Schedule of Option Summary (Details) - $ / shares | 1 Months Ended | 9 Months Ended | |
Aug. 14, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |||
Beginning Balance, number of shares | 447,090 | 319,206 | |
Beginning Balance, weighted average exercise price | $ 1.40 | $ 1.18 | |
Options Granted and Assumed, number of shares | 127,884 | ||
Options Granted and Assumed, weighted average exercise price | $ 1.95 | ||
Options exercised, weighted average exercise price | $ 1.23 | ||
Ending Balance, number of shares | 447,090 | 319,206 | |
Ending Balance, weighted average exercise price | $ 1.40 | $ 1.18 |
STOCK OPTIONS - Fair Value Ass
STOCK OPTIONS - Fair Value Assumptions (Details) - USD ($) | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |||
Risk Free Interest Rate Min | $ 0.0221 | $ 0.0146 | |
Risk Free Interest Rate Max | $ 0.0291 | $ .0261 | |
Exptected Term in years Min | 3 years | 2 years | |
Expected Term Max | 3 years | 3 years | |
Expected Volatility Min | 23900.00% | 12000.00% | |
Expected Volatility Max | 27100.00% | 18200.00% | |
Expected Dividends | $ 0 | $ 0 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 9 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Mar. 10, 2018 | |
Date of incetive plan | Jun. 19, 2017 | |||
Shares reserved for issuance | 3,000,000 | |||
Shares available for issuance | 2,552,910 | |||
Options exercisable to purchase | 447,090 | |||
Unvested options outstanding | 47,260 | |||
Options Issued to Consultants | 250,000 | |||
Value of Options | $ 342,500 | |||
Expenses as Stock Compensation | $ 95,000 | $ 50,000 | $ 191,425 | |
Intrinsic Value | $ 239,392 | |||
Weighted average remaining term | 2 years 4 months 20 days | |||
Stock based compensation for non-vested options | $ 0 | |||
Weighted Average remaining term options | 0 years | |||
Consultant | ||||
Date of incetive plan | Mar. 10, 2018 | |||
Vesting Period | 12 months | |||
Expiration of Options Period | 24 months | |||
Four Consultants | ||||
Date of incetive plan | Mar. 10, 2018 | |||
Options Issued to Consultants | 250,000 | |||
Vesting Period | 12 months | |||
Expiration of Options Period | 24 months | |||
Value of Options | $ 342,500 | |||
Expenses as Stock Compensation | $ 105,096 | |||
Employees | ||||
Options Issued to purchase shares | 127,884 | 41,065 | ||
Minimum Market Price | 151.00% | 157.00% | ||
Maximum Market Price | 590.00% | 345.00% | ||
Expenses as Stock Compensation | $ 75,000 | |||
Prepaid Stock Compensation | $ 245,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | ||||
Jun. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | May 15, 2018 | |
Future minimum lease payments | $ 43,170 | $ 50,521 | $ 12,536 | ||
Annual Rent Excalation | 3.00% | ||||
Lease Agreements 2 | |||||
Monthly Rent Expense Minimum | $ 4,057 | ||||
Term of Agreement | 37 months | ||||
Term of Agreement After Year One | 1 month | ||||
Date of Agreement | May 15, 2018 | ||||
Lease Agreements | |||||
Monthly Rent Expense | $ 850 | ||||
Term of Agreement | 1 year | ||||
Date of Lease Termination | Jan. 22, 2016 |
MAJOR CUSTOMER - Customers (Det
MAJOR CUSTOMER - Customers (Details) - $ / shares | Jun. 30, 2019 | Jun. 30, 2018 |
Notes to Financial Statements | ||
Customer A | $ 0.339 | |
Customer B | 21.40% | |
Customer C | 14.70% | |
Customer D | 21.90% | 68.80% |
MAJOR CUSTOMER - Suppliers (Det
MAJOR CUSTOMER - Suppliers (Details) | Jun. 30, 2019 | Jun. 30, 2018 |
Notes to Financial Statements | ||
Vendor A | 14.00% | |
Vendor B | 28.40% | |
Vendor C | 27.40% | |
Vendor D | 10.30% | |
Vendor E | 90.10% |
MAJOR CUSTOMER (Details Narrati
MAJOR CUSTOMER (Details Narrative) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Sep. 30, 2018 | |
Notes to Financial Statements | ||
Customer Representation Percentage | 1000.00% | 1000.00% |
Supplier Representaion Percentage | 1000.00% | 1000.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 09, 2019 | Mar. 06, 2019 | Jan. 07, 2019 | Aug. 14, 2019 | Jul. 19, 2019 | Jul. 16, 2019 | Jun. 30, 2019 | Sep. 30, 2018 |
Subsequent Events [Abstract] | ||||||||
Common stock issued | 60,000 | |||||||
Common stock issued, par value | $ 0.001 | $ .001 | $ 0.001 | |||||
Options issued | 11,641 | |||||||
Options granted price per share minimum | $ 1.23 | |||||||
Options granted price per share maximum | $ 1.90 | |||||||
Shares converted | 456,140 | 713,892 | 1,784,729 | 451,086 | 182,456 | |||
Shares converted, conversion price | $ 1.51 | $ 1.89 | $ 1.89 | $ 1.82 | $ 1.51 | |||
Stock conversion, principal | $ 1,000,000 | $ 2,500,000 | $ 500,000 | |||||
Stock conversion, interest | $ 350,000 | $ 875,000 | $ 175,000 | |||||
Common Stock, Shares authorized | 100,000,000 | 100,000,000 | ||||||
Common Stock, increased shares authorized | 200,000,000 |