Document and Entity Information
Document and Entity Information | 9 Months Ended |
Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Moxian, Inc. |
Entity Central Index Key | 1,516,805 |
Amendment Flag | false |
Entity Filer Category | Smaller Reporting Company |
Document Type | S1 |
Document Period End Date | Jun. 30, 2016 |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 96,587 | $ 2,398,713 | $ 1,770,196 |
Prepayments, deposits and other receivables | 607,645 | 1,042,727 | 741,645 |
Inventories | 32,503 | 38,310 | |
Total current assets | 736,735 | 3,479,750 | 2,511,841 |
Deferred tax assets | 85,981 | 52,609 | |
Property and equipment, net | 1,725,924 | 2,941,562 | 348,669 |
Intangible assets, net | 5,703,720 | 6,600,285 | |
TOTAL ASSETS | 8,252,360 | 13,074,206 | 2,860,510 |
CURRENT LIABILITIES | |||
Accruals and other payables | 960,877 | 600,675 | 295,601 |
Loans payable - related parties/shareholders | 2,839,158 | 1,462,525 | 6,151,932 |
Subscription payments | 5,505,915 | ||
Payable for acquisition (Note 4) | 1,000,000 | ||
Total current liabilities | 3,800,035 | 7,569,115 | 7,447,533 |
Total liabilities | 3,800,035 | 7,569,115 | 7,447,533 |
STOCKHOLDERS' EQUITY | |||
Preferred stock, $0.001 par value, authorized: 100,000,000 shares. Nil shares issued and outstanding | |||
Common stock value | 64,006 | 107,334 | 99,150 |
Additional paid-in capital* | 24,691,259 | 16,457,910 | 262,064 |
Accumulated deficit | (20,557,155) | (11,174,812) | (5,001,166) |
Accumulated other comprehensive income | 254,215 | 114,659 | 52,929 |
Total stockholders' equity | 4,452,325 | 5,505,091 | (4,587,023) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 8,252,360 | $ 13,074,206 | $ 2,860,510 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued | 64,005,949 | 107,333,472 | 99,150,000 |
Common stock, shares outstanding | 64,005,949 | 107,333,472 | 99,150,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 60 Months Ended | |||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | |||||
Income Statement [Abstract] | |||||||||||
Revenues, net | $ 5,703 | $ 18,187 | $ 18,645 | $ 86,353 | $ 83,870 | $ 56,122 | $ 139,992 | ||||
Cost of revenues | (1,274) | (15,203) | (4,163) | (26,852) | |||||||
Gross Profit | 4,429 | 2,984 | 14,482 | 59,501 | |||||||
Cost and expenses | |||||||||||
Cost of sales | (25,269) | (15,514) | (48,694) | ||||||||
Depreciation and amortization expense | (455,753) | 238,048 | 1,356,306 | 494,793 | (843,299) | (78,571) | (921,870) | ||||
Research and development | 519,807 | 420,638 | 2,034,103 | 936,624 | |||||||
Advertising agency fee | 462,430 | 462,430 | |||||||||
Impairment charge on intangible assets | 1,264,700 | 1,264,700 | |||||||||
Selling, general and administrative expenses | 1,139,803 | 1,241,022 | 3,834,542 | 2,661,793 | (5,443,815) | (2,176,963) | (7,822,691) | ||||
Impairment of goodwill | (2,600,315) | (2,600,315) | |||||||||
Loss from operations | (3,838,064) | (1,896,724) | (8,937,599) | (4,033,709) | (6,228,513) | (4,815,241) | (11,253,578) | ||||
Finance expense | (98) | (19,416) | (259) | (32,194) | |||||||
Interest income | 1,523 | 2,264 | 2,258 | 23,899 | 26,157 | ||||||
Foreign exchange loss | (26,572) | (482,855) | |||||||||
Other income (expenses) | (112) | 337 | |||||||||
Loss before income tax | (3,864,846) | (1,916,140) | (9,418,853) | (4,063,639) | (6,226,255) | (4,791,342) | (11,227,421) | ||||
Income tax benefits | 12,193 | 36,510 | 52,609 | 52,609 | |||||||
Net loss | (3,852,653) | (1,916,140) | (9,382,343) | (4,063,639) | (6,173,646) | (4,791,342) | (11,174,812) | ||||
Other comprehensive income (loss) | |||||||||||
Foreign currency translation adjustments | (21,601) | 85,003 | 139,556 | 276,747 | 61,730 | 52,929 | 114,659 | ||||
Comprehensive loss | $ (3,874,254) | $ (1,831,137) | $ (9,242,787) | $ (3,786,892) | $ (6,111,916) | $ (4,738,413) | $ (11,060,153) | ||||
Earnings per share | |||||||||||
Basic and diluted loss per common share | $ (0.08) | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.06) | [1] | $ (0.05) | [1] | [1] | ||
Basic and diluted weighted average common shares outstanding | [1] | 45,598,135 | 99,150,000 | 86,755,026 | 99,150,000 | 99,998,087 | 99,150,000 | ||||
[1] | * Retroactively restated for effect of 1 for 2 reverse stock split on June 20, 2016 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock | Additional paid-in Capital | Accumulated deficit development stage | Accumulated other comprehensive income | |||
Balance at Oct. 12, 2010 | ||||||||
Balance, Shares at Oct. 12, 2010 | ||||||||
Common shares issued - Founder for property and equipment | 3,100 | $ 93,000 | 93,000 | (182,900) | ||||
Common shares issued - Founder for property and equipment, shares | 93,000,000 | |||||||
Additional paid in capital by founder | 169 | 169 | ||||||
Net Loss | (21) | (21) | ||||||
Balance at Dec. 31, 2010 | 3,248 | $ 93,000 | 93,000 | (182,752) | ||||
Balance, Shares at Dec. 31, 2010 | 93,000,000 | |||||||
Balance at Oct. 12, 2010 | ||||||||
Balance, Shares at Oct. 12, 2010 | ||||||||
Net Loss | (11,174,812) | |||||||
Foreign currency translation adjustments | 114,659 | |||||||
Balance at Sep. 30, 2015 | 5,505,091 | $ 107,334 | [1] | 16,457,910 | [1] | (11,174,812) | 114,659 | |
Balance, Shares at Sep. 30, 2015 | [1] | 107,333,472 | ||||||
Balance at Dec. 31, 2010 | 3,248 | $ 93,000 | 93,000 | (182,752) | ||||
Balance, Shares at Dec. 31, 2010 | 93,000,000 | |||||||
Additional paid in capital by founder | 2,146 | 2,146 | ||||||
Issue of common stock | 41,000 | $ 6,150 | 6,150 | 28,700 | ||||
Issue of common stock, shares | 6,150,000 | |||||||
Net Loss | (12,606) | (12,606) | ||||||
Balance at Dec. 31, 2011 | 33,788 | $ 99,150 | 99,150 | (164,512) | ||||
Balance, Shares at Dec. 31, 2011 | 99,150,000 | |||||||
Net Loss | (33,572) | (33,572) | ||||||
Balance at Dec. 31, 2012 | 216 | $ 99,150 | [1] | 99,150 | (198,084) | |||
Balance, Shares at Dec. 31, 2012 | [1] | 99,150,000 | ||||||
Additional paid in capital by founder | 2,950 | [1] | 2,950 | |||||
Net Loss | (14,690) | [1] | (14,690) | |||||
Balance at Sep. 30, 2013 | (11,524) | $ 99,150 | [1] | 99,150 | [1] | (209,824) | ||
Balance, Shares at Sep. 30, 2013 | [1] | 99,150,000 | ||||||
Inclusion of Moyi (See Note 1) | 162,914 | [1] | 162,914 | [1] | ||||
Net Loss | (4,791,342) | [1] | [1] | (4,791,342) | ||||
Foreign currency translation adjustments | 52,929 | [1] | [1] | 52,929 | ||||
Balance at Sep. 30, 2014 | (4,587,023) | $ 99,150 | [1] | 262,064 | [1] | (5,001,166) | 52,929 | |
Balance, Shares at Sep. 30, 2014 | [1] | 99,150,000 | ||||||
Issue of common stock | 16,366,944 | $ 8,184 | [1] | 16,358,760 | [1] | |||
Issue of common stock, shares | [1] | 8,183,472 | ||||||
Inclusion of Moyi (See Note 1) | (162,914) | [1] | (162,914) | [1] | ||||
Net Loss | (6,173,646) | [1] | [1] | (6,173,646) | ||||
Foreign currency translation adjustments | 61,730 | [1] | [1] | 61,730 | ||||
Balance at Sep. 30, 2015 | 5,505,091 | $ 107,334 | [1] | $ 16,457,910 | [1] | $ (11,174,812) | $ 114,659 | |
Balance, Shares at Sep. 30, 2015 | [1] | 107,333,472 | ||||||
Net Loss | (9,382,343) | |||||||
Foreign currency translation adjustments | 139,556 | |||||||
Balance at Jun. 30, 2016 | $ 4,452,325 | |||||||
[1] | *The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013 and 1 for 2 reserve stock split on June 20, 2016. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | 60 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss | $ (9,382,343) | $ (4,063,639) | $ (6,173,646) | $ (4,791,342) | $ (11,174,812) | |
Adjustments to reconcile net loss to cash used in operating activities | ||||||
Depreciation and amortization | 1,356,306 | 494,793 | 843,299 | 78,571 | 921,870 | |
Impairment charge on intangible assets | 1,264,700 | |||||
Loss on disposition of property and equipment | 486 | |||||
Deferred tax benefit | (36,510) | |||||
Impairment of goodwill | 2,600,315 | 2,600,315 | ||||
Changes in operating assets and liabilities: | ||||||
Prepayments, deposits and other receivables | 406,450 | (331,514) | (317,016) | (167,032) | (760,235) | |
Inventories | 4,333 | (44,034) | (22,375) | (21,246) | ||
Accruals and other payables | 506,648 | 359,795 | 305,074 | 173,159 | 554,885 | |
Increase in deferred tax assets | (52,609) | (52,609) | ||||
Net cash used in operating activities | (5,879,930) | (3,584,599) | (5,417,273) | (2,106,329) | (7,931,832) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Purchases of property and equipment | (326,306) | (1,331,774) | (2,931,838) | (229,723) | (2,975,767) | |
Purchase of intangible assets | (193,540) | (354,755) | (354,755) | |||
Net cash inflow on acquisition of subsidiaries (Note 4) | 897,453 | 897,453 | ||||
Net cash used in investing activities | (519,846) | (1,331,774) | (3,286,593) | 667,730 | (2,433,069) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Loans payable - related parties | 3,306,133 | 3,431,571 | 3,730,113 | 3,155,839 | 7,116,045 | |
Repayments of payable - related parties | (1,864,333) | |||||
Proceeds from private placement - stock issuance | 2,657,533 | 2,475,950 | ||||
Subscription received | 5,505,915 | 5,505,915 | ||||
Capital stock issued for cash | 49,365 | |||||
Net cash provided by financing activities | 4,099,333 | 5,907,521 | 9,236,028 | 3,155,839 | 12,671,325 | |
Effect of exchange rates on cash and cash equivalents | (1,683) | (39,167) | 96,355 | 52,928 | 92,289 | |
Net decrease in cash and cash equivalents | (2,302,126) | 951,981 | 628,517 | 1,770,168 | 2,398,713 | |
Cash and cash equivalents, beginning of period | 2,398,713 | 1,770,196 | 1,770,196 | 28 | ||
Cash and cash equivalents, end of period | 96,587 | 2,722,177 | 2,398,713 | 1,770,196 | 2,398,713 | |
Supplemental cash flow disclosures: | ||||||
Cash paid for interest expense | ||||||
Cash paid for income taxes | ||||||
Non-cash investing and financing activities[Abstract] | ||||||
Acquisition by issuing convertible note | 6,782,000 | |||||
Issuance of shares for subscription payment received in 2015 | 5,505,915 | |||||
Reclassification of Construction in progress to intangible assets | 829,862 | |||||
Cancellation of shares | [1] | $ 47,423 | ||||
Issuance of shares in conversion of convertible promissory notes (Note 8) | 16,366,944 | 16,366,944 | ||||
IP rights acquired by issuing common stock (Note 4) | $ 6,782,000 | $ 6,782,000 | ||||
[1] | * Retroactively restated for effect of 1 for 2 reverse stock split on June 20, 2016 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Organization and Nature of Operations [Abstract] | ||
Organization and nature of operations | 1. Organization and nature of operations Moxian, Inc. (formerly known as Moxian China, Inc., hereinafter referred as “Moxian,” together with its subsidiaries, the “Company”), was incorporated under the laws of the State of Nevada on October 12, 2010. The Company, through its subsidiaries and variable interest entity, engages in the business of operating a social network platform that integrates social media and business into one single platform. The Company is currently devoting its efforts to develop mobile application and an online platform that facilitates attracting more clients to small to medium size businesses. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, develop apps and websites, generate servicing income, and ultimately, achieve profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. On May 24, 2016 the Board of Directors approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-2 (the “Reverse Stock Split”). The Reverse Stock Split was effective on June 20, 2016 (the “Effective Date”). Simultaneously to the Reverse Stock Split, the number of shares of the Company’s authorized Common Stock was correspondingly reduced from 500,000,000 shares to 250,000,000 shares without changes in par value per share. The Company has retroactively restated all shares and per share data for all the periods presented. | 1. Organization and nature of operations Moxian, Inc. (formerly known as Moxian China, Inc., hereinafter referred as “Moxian,” together with its subsidiaries, the “Company”), was incorporated under the laws of the State of Nevada on October 12, 2010. The Company, through its subsidiaries and variable interest entity, engages in the business of operating a social network platform that integrates social media and business into one single platform. On February 17, 2014, the Company incorporated Moxian CN Group Limited (“Moxian CN Samoa”) under the laws of Independent State of Samoa. On February 21, 2014, the Company completed the acquisition of Moxian Group Limited (“Moxian BVI”) and its subsidiaries from Rebel Group, Inc., a Florida Corporation (“REBL”) pursuant to a License and Acquisition Agreement (the “License and Acquisition Agreement”). Moxian BVI was incorporated on July 3, 2012 under the laws of British Virgin Islands. REBL owned 100% equity interests of Moxian BVI prior to the closing of the License and Acquisition Agreement, among the Company, Moxian BVI and REBL. Moxian (Hong Kong) Limited (“Moxian HK”) was incorporated on January 18, 2013 and became Moxian BVI’s subsidiary since February 14, 2013. Moxian HK is currently engaged in the business of online social media. Moxian HK operates through two wholly-owned subsidiaries: Moxian Technologies (Shenzhen) Co., Ltd. (“Moxian Shenzhen”) and Moxian Malaysia SDN BHD (“Moxian Malaysia”). Moxian Shenzhen was invested and wholly owned by Moxian HK. Moxian Shenzhen was incorporated on April 8, 2013 and was engaged in the business of internet technology, computer software, commercial information consulting Moxian Malaysia was incorporated on March 1, 2013 and became Moxian HK’s subsidiary since April 2, 2013. Moxian Malaysia is conducting its business in IT services and media advertising industry. Shenzhen Moyi Technologies Co., Ltd. (“Moyi”) was incorporated on July 19, 2013 under the laws of the People’s Republic of China and became a variable interest entity (“VIE”) of Moxian Shenzhen since July 15, 2014. Moxian Shenzhen controls Moyi through arrangement that absorbs operations risk, as if Moyi were a wholly-owned subsidiary of Moxian Shenzhen. On January 30, 2015, the Company entered into an Equity Transfer Agreement (the “Equity Transfer Agreement,” such transaction, the “Equity Transfer Transaction”) with REBL, to acquire from REBL 100% of the equity interests of Moxian Intellectual Property Limited, a company incorporated under the laws of Samoa and a wholly-owned subsidiary of REBL (“Moxian IP Samoa”) for $6,782,000 (the “Moxian IP Samoa Purchase Price”). Moxian IP Samoa owns all the intellectual property rights relating to the operation, use and marketing of the Moxian Platform, including all of the trademarks, patents and copyrights that are used in the Company’s business. As a result of the Equity Transfer Transaction, Moxian IP Samoa became a wholly-owned subsidiary of the Company. The Company is in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915. Among the disclosures required by FASB ASC 915 are that the Company’s audited consolidated financial statements be identified as those of a development stage company, and that the statements of earnings, retained earnings and stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. The fiscal year end of the Company is September 30. The Company’s audited consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Since October 12, 2010 (inception), the Company has generated revenue of $139,992 and has incurred an accumulated deficit of $11,174,812. The Company is currently devoting its efforts to develop mobile application and online platform that facilitate the small to medium size businesses to attract more clients. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, develop apps and websites, generate servicing income, and ultimately, achieve profitable operations. The accompanying audited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Restatement of Financial Statem
Restatement of Financial Statements | 12 Months Ended |
Sep. 30, 2015 | |
Restatement of Financial Statements [Abstract] | |
Restatement of Financial Statements | 2. Restatement of Financial Statements Subsequent to the preparation of the Company’s consolidated financial statements as of and for the year ended September 30, 2015, management identified errors in the Company’s previously issued consolidated financial statements. The Company has incorrectly accounted for: (i) the recognition of deferred tax assets derived from the net operating loss at the year ended September 30, 2015; (ii) the over accrued amortization of intangible assets for the year ended September 30, 2015; (iii) the overstated intangible assets and accruals and other payables as of September 30, 2015. 1) 2) 3) The impact of the restatement on the September 30, 2015 financial statements is reflected in the following tables: CONSOLIDATED BALANCE SHEETS September 30, 2015 As Previously Reported As Restated Total current assets 4,937,210 3,479,750 Deferred tax assets (note 8) 1,457,460 52,609 Intangible assets (note 10) 6,603,912 6,600,285 Total Assets 14,482,684 13,074,206 Accruals and other payables 773,852 600,675 Total current liabilities 7,742,292 7,569,115 Total liabilities 7,742,292 7,569,115 Deficit accumulated during the development stage (9,939,511 ) (11,174,812 ) Total stockholders’ equity 6,740,392 5,505,091 Total liabilities and stockholders’ equity 14,482,684 13,074,206 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the period from Inception For the year Ended October 12, 2010 to As Previously Reported As Restated As Previously Reported As Restated Depreciation and Amortization expenses 1,012,849 843,299 1,091,420 921,870 Loss from operations (6,398,063 ) (6,228,513 ) (11,423,128 ) (11,253,578 ) Loss before income tax (6,395,805 ) (6,226,255 ) (11,396,971 ) (11,227,421 ) Income tax expenses 1,457,460 52,609 1,457,460 52,609 Net Loss (4,938,345 ) (6,173,646 ) (9,939,511 ) (11,174,812 ) Comprehensive loss (4,876,615 ) (6,111,916 ) (9,824,852 ) (11,060,153 ) Basic and diluted loss per common (0.05 ) (0.06 ) ____________ * Retroactively restated for effect of 1:2 reserve stock split on June 20, 2016 CONSOLIDATED STATEMENTS OF CASH FLOW Year Ended For the period from Inception October 12, 2010 to As Previously Reported As Restated As Previously Reported As Restated Net Loss (4,938,345 ) (6,173,646 ) (9,939,511 ) (11,174,812 ) Depreciation and Amortization expenses 1,012,849 843,299 1,091,420 921,870 Increase in deferred tax assets (1,457,460 ) (52,609 ) (1,457,460 ) (52,609 ) Increase in accruals and other payables 478,251 305,074 728,062 554,885 Net cash used in operating activities (5,244,096 ) (5,417,273 ) (7,758,655 ) (7,931,832 ) Acquisition of Intangible assets (527,932 ) (354,755 ) (527,932 ) (354,755 ) Net Cash used in investing activities (3,459,770 ) (3,286,593 ) (2,606,246 ) (2,433,069 ) |
Summary of Principal Accounting
Summary of Principal Accounting Policies | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Summary of Principal Accounting Policies [Abstract] | ||
Summary of principal accounting policies | 2. Summary of principal accounting policies Basis of presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and reflect the activities of the following subsidiaries and VIE: Moxian CN Samoa, Moxian BVI, Moxian HK, Moxian Shenzhen, Moxian Malaysia, Moyi, Moxian Beijing and Moxian IP Samoa. All material intercompany transactions and balances have been eliminated in the consolidation. The interim condensed consolidated financial information as of June 30, 2016 and for the three and nine months ended June 30, 2016 and 2015 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The interim condensed consolidated financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Form 10-K/A for the fiscal year ended September 30, 2015, previously filed with the SEC. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2016 and its condensed consolidated results of operations for three and nine months ended June 30, 2016 and 2015, and its condensed consolidated cash flows for the nine months ended June 30, 2016 and 2015, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. In accordance with the Generally Accepted Accounting Principles of the United States of America (US GAAP), variable interest entities (VIEs) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. Accounting Standards Codification (“ASC”) 810-10 “Consolidation” addresses whether certain types of entities referred to as variable interest entities (“VIEs”), should be consolidated in a company’s consolidated financial statements. Pursuant to an Exclusive Business Cooperation Agreement by and between Moxian Shenzhen and Moyi, dated July 15, 2014, Moxian Shenzhen has the exclusive right to provide to Moyi technical and systems support, marketing consulting services, training for technical personnel and technical consulting services. As payment for these services, Moyi has agreed to pay Moxian Shenzhen a service fee equal to 100% Moyi’s pre-tax profit. In addition, Moxian Shenzhen will also absorb losses from Moyi, if any, based on the service agreement. In accordance with the provisions of ASC 810, the Company has determined that Moyi is a VIE of Moxian Shenzhen and that the Company is the primary beneficiary, and accordingly, the financial statements of Moyi are consolidated into the financial statements of the Company. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation Liquidity and Capital Resources As of June 30, 2016, the Company’s current liabilities exceeded the current assets by approximately $3.1 million and its accumulated deficits were approximately $20.6 million and the Company has incurred losses since inception, which raise substantial doubt about the ability to continue as a going concern. To maintain working capital sufficient to support the Company’s operation and finance the future growth of its business, the Company has comprehensively considered the available sources of funds as follows: ● Financial support from related parties; and ● Issuance of shares for private placement and or public offering The Company does not currently have sufficient cash or commitments for financing to sustain its operations for the next twelve months. The Company plans to increase the cash flows from an initial public offering (“IPO”) and or other private placements. If the Company’s IPO and private placements do not reach the level anticipated in its plan, and the Company is not able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all, the Company may be unable to implement its current plans for expansion, repay our debt obligations or respond to competitive pressures, any of which would have a material adverse effect on its business, prospects, financial condition and results of operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties The Company’s operations are substantially carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations maybe substantially influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Fair value of financial instruments The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs other than quoted prices that are observable for the asset or liability in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect management’s assumptions based on the best available information. The carrying value of deposits and other receivables, accruals and other payables and loans from related parties approximate their fair values because of the short-term nature of these instruments. Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the accompanying unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates required to be made by management include but not limited to, use lives of property and equipment, intangible assets, inventory valuation and deferred tax assets. Actual results could differ from those estimates. Cash and cash equivalents The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents. Plant and Equipment, net Plant and equipment are recorded at cost less accumulated depreciation and impairment. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives as follows: Computers 3 years Office equipment 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful life or term of lease Intangible assets Intangible assets, comprising Intellectual property rights (“IP rights”), which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of 3- 10 years. The Company makes judgments about the recoverability of intangible assets whenever events or changes in circumstances indicate that an impairment may exist. Recoverability of finite-lived intangible assets is measured by comparing the carrying amount of the asset to the future undiscounted cash flows that the asset is expected to generate. The Company performs an annual impairment assessment in the fourth quarter of each year for indefinite-lived intangible assets, or more frequently if indicators of potential impairment exist, to determine whether it is more likely than not that the carrying value of the assets may not be recoverable. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the future discounted cash flows that the asset is expected to generate. If the Company determines that an individual asset is impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. The assumptions and estimates used to determine future values and remaining useful lives of our intangible are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as our business strategy and our forecasts for specific market expansion. Based on the impairment assessment, the Company recognized impairment charges of $1,264,700 for the three and nine months ended June 30, 2016. $Nil impairment charge was recognized for the three and nine months ended June 30, 2015. Impairment of long-lived assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Revenue recognition Revenue is recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured. Income taxes The Company utilizes ASC Topic 740 (“ASC 740”) “Income taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 “Income taxes” clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in the unaudited condensed consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations. Foreign currency transactions and translation The reporting currency of the Company is United States Dollars (the “USD”) and the functional currency of Moxian Shenzhen, Moyi and Moxian Beijing is Renminbi (the “RMB”) as China is the primary economic environment in which they operate, the functional currency of Moxian HK is Hong Kong Dollar (the “HKD”), and the functional currency of Moxian Malaysia is Malaysia Ringgit (the “MYR”). For financial reporting purposes, the financial statements of Moxian Shenzhen, Moyi, Moxian Beijing, Moxian HK and Moxian Malaysia, which are prepared using their respective functional currencies, are translated into the reporting currency, United States dollar ("U.S. dollar") so to be consolidated with the Company’s. Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange ruling at the balance sheet date. Revenues and expenses are translated using average rates prevailing during the reporting period. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in stockholders’ deficit. Transaction gains and losses are recognized in the statements of operations and comprehensive income. The exchange rates applied are as follows: Balance sheet items, except for equity accounts June 30, September 30, RMB:USD 6.6443 6.3568 HKD:USD 7.7589 7.7501 MYR:USD 4.0046 4.4124 Items in the statements of operations and comprehensive loss, and statements cash flows Nine Months Ended 2016 2015 RMB:USD 6.4875 6.1067 HKD:USD 7.7618 7.7520 MYR:USD 4.1613 3.6581 Research and Development Research and development expenses include payroll, employee benefits, stock-based compensation expense, and other related expenses associated with product development. Research and development expenses also include third-party development, programming costs, and localization costs incurred to translate software for local markets. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached. Once technological feasibility is reached, such costs are capitalized and amortized to the cost of revenue over the estimated lives of the products. Recent accounting pronouncements In January 2016, the FASB has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. The new guidance makes targeted improvements to existing U.S. GAAP by: (1) requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (2) Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; (3) Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and. (4) Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the effect, if any, this update will have on the Company's condensed consolidated financial position, results of operations and cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its condensed consolidated financial statements. In April 2016, the FASB released ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments are expected to significantly impact net income, EPS, and the statement of cash flows. Implementation and administration may present challenges for companies with significant share-based payment activities. The ASU is effective for public companies in annual periods beginning after December 15, 2016, and interim periods within those years. The Company is currently evaluating the impact of this new standard on its condensed consolidated financial statements. In April 2016, FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of this new standard on its condensed consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-11 Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815); Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, which is rescinding certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities—Oil and Gas, effective upon adoption of Topic 606. The Company does not expect the adoption of the ASU to have any impact on its condensed consolidated financial statements. In May 2016, FASB issued ASU No. 2016-12—Revenue from Contracts with Customers (Topic 606); Narrow-Scope Improvements and Practical Expedients, which is intended to not change the core principle of the guidance in Topic 606, but rather affect only the narrow aspects of Topic 606 by reducing the potential for diversity in practice at initial application and by reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The Company is assessing the impact of the adoption of the ASU on its condensed consolidated financial statements, disclosure requirements and methods of adoption. | 3. Summary of principal accounting policies Basis of presentation The accompanying audited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and reflect the activities of the following subsidiaries and VIE: Moxian CN Samoa, Moxian BVI, Moxian HK, Moxian Shenzhen, Moxian Malaysia, Moyi and Moxian IP Samoa. All material intercompany transactions and balances have been eliminated in the consolidation. In accordance with the interpretation of Generally Accepted Accounting Principles (GAAP), variable interest entities (VIEs) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. ASC 810 (Financial Accounting Standards Board (“FASB”) Interpretation Number (“FIN”) 46 (revised December 2003), “Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51” (“FIN 46R”), addresses whether certain types of entities referred to as variable interest entities (“VIEs”), should be consolidated in a company’s audited consolidated financial statements. Pursuant to an Exclusive Business Cooperation Agreement by and between Moxian Shenzhen and Moyi, dated July 15, 2014, Moxian Shenzhen has the exclusive right to provide to Moyi technical and systems support, marketing consulting services, training for technical personnel and technical consulting services. As payment for these services, Moyi has agreed to pay Moxian Shenzhen a service fee equal to 100% Moyi’s pre-tax profit. In accordance with the provisions of ASC 810, the Company has determined that Moyi is a VIE of Moxian Shenzhen and that the Company is the primary beneficiary, and accordingly, the financial statements of Moyi are consolidated into the financial statements of the Company. Revenue recognition Revenue are recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured. Use of estimates The preparation of the audited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the audited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income taxes The Company utilizes FASB Accounting Standard Codification Topic 740 (“ASC 740”) “Income taxes” (formerly known as SFAS No. 109, “Accounting for Income Taxes”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the audited consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 “Income taxes” (formerly known as Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 Cash and cash equivalents The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents. Fair value of financial instruments The carrying values of the Company’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates. Earnings per share Basic earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares. FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive. Plant and equipment, net Plant and equipment are recorded at cost less accumulated depreciation and impairment. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Computers 3 years Office equipment 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful lives or term of lease Business Combinations The Company accounts for its business combinations using the purchase method of accounting in accordance with ASC 805: Business Combinations. The purchase method accounting requires that the consideration transferred to be allocated to the assets, including separately identifiable assets and liabilities the Company acquired based on their estimated fair values. The consideration transferred of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income. The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and non-controlling interests is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The Company determines discount rates to be used based on the risks inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets, forecasted life cycle and forecasted cash flows over that period. In a business combination achieved in stages, the Company re-measures its previously held equity interest in the acquiree at its acquisition-date fair value and recognizes the resulting gain or loss in earnings. Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles — Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable. The Company tests goodwill for impairment at the reporting unit level on an annual basis as of the fiscal year end, and between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. Commencing in September 2011, in accordance with the FASB revised guidance on “Testing of Goodwill for Impairment,” a company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company decides, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a two-step goodwill impairment test. The first step compares the fair value of each reporting unit to its carrying amount. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. Intangible assets Intangible assets, comprising Intellectual property rights (“IP rights”) and other intangible assets, which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of 10 years. Comprehensive income The Company has adopted FASB Accounting Standard Codification Topic 220 (“ASC 220”) “Comprehensive income” (formerly known as SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company. Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2015 | |
Acquisitions [Abstract] | |
Acquisition | 4. Acquisitions Acquisition of Moxian BVI On February 21, 2014, the Company entered into a License and Acquisition Agreement (“License and Acquisition Agreement”) with REBL, whereby the Company (i) acquired all the equity interests of Moxian BVI, and (ii) obtained the license to use the intellectual property rights (as define below) of REBL. Pursuant to the License and Acquisition Agreement, REBL agreed to sell, convey, and transfer 100% of the equity interests of Moxian BVI to Moxian CN Samoa, a newly incorporated wholly-owned subsidiary of the Company, in cash consideration of an aggregate of $1,000,000. As a result, The Company began to consolidate Moxian BVI, together with its subsidiaries, Moxian HK, Moxian Shenzhen, and Moxian Malaysia’s financial statement on February 21, 2014. Under the License and Acquisition Agreement, REBL also agreed to grant us the exclusive right to use REBL’s IP Rights in Mainland China, Malaysia, and other countries and regions where REBL conducts its business (the “Licensed Territory”), and the exclusive right to solicit, promote, distribute and sell REBL products and services in the Licensed Territory for five years (the “License”). In exchange for such License, the Company agreed to pay to REBL: (i) $1,000,000 as a license maintenance royalty each year commencing from the second year from the date of the agreement; and (ii) 3% of the gross profit of distribution and sale of REBL products and services as an earned royalty. Pursuant to the License and Acquisition Agreement, the Company has the right to acquire the new IP Rights that are developed by REBL and sub-license such rights to a third party. The Company also has the obligation to develop the social media market in the Licensed Territory of REBL products and services. The Company accounted for the acquisition of Moxian BVI as business acquisition in accordance with ASC 805. The valuations used in the purchase price allocation were determined by the Company with the assistance of an independent third party valuation firm with the income approach applied. The allocation of the consideration for assets acquired and liability assumed based on their fair value was as follows: Current assets Cash and bank balances $ 897,453 Prepayments, deposits and other receivables 264,729 Inventory 1,129 Non-current assets Property and equipment, net 176,116 Current liabilities Other payables and accruals (51,172 ) Loans (2,888,570 ) $ (1,600,315 ) Goodwill arising on acquisition: Consideration transferred $ 1,000,000 Less: fair value of identifiable net assets acquired (1,600,315 ) $ 2,600,315 Net cash inflow on acquisition of subsidiaries: Consideration paid in cash $ — Less: cash and cash equivalent balances acquired 897,453 $ 897,453 The excess of the purchase price over the assets acquired and liabilities assumed was recorded as goodwill. Goodwill primarily represents the expected synergies from combining operations of Moxian BVI with those of the Company, which are complementary to each other, and intangible assets that do not qualify for separate recognition. In accordance with ASC350, goodwill is not amortized but is tested for impairment and is not deductible for tax purposes. Prior to the acquisition, Moxian BVI did not prepare its financial statements in accordance with US GAAP. The Company determined that the cost of reconstructing the financial statement of Moxian BVI for the periods prior to the acquisition outweighed the benefits. Based on a comparison of Moxian BVI’s and the Company’s financial performance for the fiscal year prior to the acquisition, the Company did not consider Moxian BVI on its own to be material to the Company. Thus the Company’s management believes that the presentation of pro forma financial information with respect to the results of operations of the Company for the business combination is impractical. The changes in carrying value of goodwill by reportable segments for the years ended September 30, 2015 and 2014 are as follows: Goodwill Balance as of September 30, 2013 $ — Increase in goodwill related to acquisition 2,600,315 Impairment losses (2,600,315 ) Balance as of September 30, 2014 $ — Balance as of September 30, 2015 $ — |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Property and Equipment, Net [Abstract] | ||
Property and equipment, net | 3. Property and equipment, net June 30, 2016 September 30, 2015 Electronic equipment $ 2,309,562 $ 2,357,085 Furniture and fixtures 85,661 22,752 Construction in progress - 796,996 Leasehold improvements 392,435 193,225 Total property and equipment 2,787,658 3,370,058 Less: Accumulated depreciation and amortization (1,061,734 ) (428,496 ) Total property and equipment, net $ 1,725,924 $ 2,941,562 Depreciation and amortization for the three and nine months ended June 30, 2016 were $221,756 and $671,822, respectively. Depreciation and amortization for the three and nine months ended June 30, 2015 were $68,499 and $155,693, respectively. | 5. Property and equipment, net As of September 30, 2015 September 30, 2014 Computers $ 227,886 $ 213,600 Office equipment 2,129,199 68,623 Furniture and fixtures 22,752 32,011 Construction in progress 796,996 — Leasehold improvements 193,225 156,101 Total property and equipment 3,370,058 470,335 Less: Accumulated depreciation (428,496 ) (121,666 ) Total property and equipment, net $ 2,941,562 $ 348,669 The depreciation expenses for the years ended September 30, 2015 and 2014 were $306,829 and $78,571, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Intangible Assets [Abstract] | ||
Intangible assets | 4. Intangible assets June 30, 2016 September 30, 2015 IP rights $ 5,517,300 $ 6,782,000 Other intangible assets 1,405,995 354,755 6,923,295 $ 7,136,755 Less: accumulated amortization (1,219,575 ) (536,470 ) Net intangible assets $ 5,703,720 $ 6,600,285 No significant residual value is estimated for these intangible assets. Aggregate amortization expense for the three and nine months ended June 30, 2016 totaled $233,997 and $684,484, respectively. Amortization for the three and nine months ended June 30, 2015 totaled $169,550 and $339,100, respectively. Additionally, for the three and nine months ended June 30, 2016, the Company recorded an impairment expense of $1,264,700 on the intangible – IP rights. No impairment charge was recorded for the three and nine months ended June 30, 2015. During the third quarter of fiscal 2016, the Company determined that sufficient indicators of potential impairment existed, which require an interim intangible assets-IP rights impairment analysis as a result of reduction of revenue and negative working capital. Based on the results of the assessment, the Company determined that the carrying value of the intangible asset – IP rights was not fully recoverable, and an impairment charge was recorded to the extent that estimated fair value exceeded carrying value. The Company primarily used a relief from royalty income approach to determine the fair value of the intangible assets – IP rights. The relief from royalty income model incorporated projected cash flows over a forecast period based on the remaining estimated lives of the IP rights. This was based on a number of key assumptions, including, but not limited to, a discount rate of 21% and the annual revenue projections based on the projected levels of merchant participation during the forecast periods, all of which were classified as Level 3 in the fair value hierarchy. As a result, the Company recorded an impairment charge of $1,264,700 on definite-lived intangible assets - IP rights during the three months and nine months ended June 30, 2016. The following table represents the total estimated amortization of intangible assets for the five succeeding fiscal years subsequent to June 30, 2016: For the Twelve Months Ending June 30, Estimated Amortization Expense 2017 $ 855,516 2018 845,798 2019 712,595 2020 675,319 2021 675,319 2022 and thereafter 1,939,173 Total $ 5,703,720 | 6. Intangible assets As of September 30, 2015 and 2014, the Company has the following amounts related to intangible assets: 2015 2014 IP rights $ 6,782,000 $ — Other intangible assets 354,755 — 7,136,755 $ — Less: accumulated amortization (536,470 ) — Net intangible assets $ 6,600,285 $ — No significant residual value is estimated for these intangible assets. Aggregate amortization expense for the years ended September 30, 2015, and September 30, 2014, totaled $536,470 and nil, respectively. The following table represents the total estimated amortization of intangible assets for the five succeeding years: For the Year Ending September 30 Estimated Amortization Expense 2016 $ 854,200 2017 854,200 2018 826,312 2019 678,200 2020 and thereafter $ 3,387,373 |
Related Party Transactions and
Related Party Transactions and Balances | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Related party transactions and balances\Loans from shareholders [Abstract] | ||
Related party transactions and balances\Loans from shareholders | 5. Related party transactions and balances The table below sets forth related parties having transactions during the nine months ended June 30, 2016 and balances as of June 30, 2016 and September 30, 2015, respectively. Name Relationship with the Company Jet Key Limited (“Jet Key”) A below 1% shareholder of the Company Shenzhen Bayi Consulting Co. Ltd. (“Bayi”) A below 5% shareholder of the Company Ace Keen Limited (“Ace Keen”) A below 1% shareholder of the Company Moxian China Limited A 27.5% shareholder of the Company Zhang Xin A below 5% shareholder of the Company Beijing Xinhua Huifeng Equity Investment Center (“Xinhua”) A Shareholder of the Company (see note 6) Zhongtou Huifeng Investment Management (Beijing) Co. Ltd Affiliated company of Xinhua Morolling International HK Limited (Morolling) A below 5% shareholder of the Company Details of loans payable – related parties are as follows: Nature and Company June 30, September 30, 2015 Loan payable – related parties Bayi $ 1,434,189 $ 1,286,811 Moxian China Limited 733,134 (50,256 ) Jet Key 211,343 202,373 Ace Keen 98,522 23,597 Zhang Xin 98,919 - Zhongtou 16,224 - Xinhua 246,827 - $ 2,839,158 $ 1,462,525 For the nine months ended June 30, 2016, the Company obtained additional borrowings, net of repayment, of $147,378, $783,390, $8,970, $74,925, $98,919, $16,224 and $246,827 from Bayi, Moxian China Limited, Jet Key, Ace Keen, Zhang Xin, Zhongtou and Xinhua, respectively. For the nine months ended June 30, 2015, the Company obtained additional borrowings, net of repayment, of $4,213,841 from Bayi and $26,906 from Moxian China. The Company made net loan repayment of $256,753, $435,414 and $117,009 to Ace Keen, Jet Key and Moroling, respectively. The loans and advance were made by shareholders to Moxian HK, Moxian Shenzhen, Moyi and Moxian Malaysia and are unsecured, interest free and due on various dates specified on loan agreements. On November 30, 2014, Moyi and Jet Key entered into a loan agreement whereby Jet Key agreed to provide a loan to Moyi in aggregate of $79,078 (RMB510,000) without interest and due in three years. On March 28, 2015, Moyi and Ace Keen entered into a loan agreement whereby Ace Keen agreed to provide a loan to Moyi in aggregate of $23,258 (RMB150,000) without interest and due in two years. On September 30, 2015, Moxian Shenzhen and Shenzhen Bayi entered into a loan agreement whereby Shenzhen Bayi agreed to provide a loan to Moxian Shenzhen in aggregate of $1,231,125 (RMB8,180,000) without interest and due in one year. On November 9, 2015, Moxian HK and Zhang Xin entered into a loan agreement whereby Zhang Xin agreed to provide a loan to Moxian HK in aggregate of $98,971 (HKD 767,500) without interest and due in one year. On November 12, 2015, Moxian HK and Moxian China Limited entered into a loan agreement whereby Moxian China Limited agreed to provide loan to Moxian HK in aggregate of $44,852 (HKD 348,000) without interest and due in one year. On November 20, 2015, Moxian HK and Ace Keen entered into a loan agreement whereby Ace Keen agreed to provide a loan to Moxian HK in aggregate of $75,648 (HKD 589,259) without interest and due in one year. On November 25, 2015 and December 24, 2015, respectively, Moxian HK and Moxian China Limited entered into two loan agreements whereby Moxian China Limited agreed to provide loans to Moxian HK in aggregate of $167,639 (HKD 1,300,000) without interest and due in one year. On December 25, 2015, Moxian Shenzhen and Shenzhen Bayi entered into a loan agreement whereby Shenzhen Bayi agreed to provide a loan to Moxian Shenzhen in aggregate of $686,432 (RMB4,560,883) without interest and due in one year. On February 1, 2016, Moxian Shenzhen and Shenzhen Bayi entered into a loan agreement whereby Shenzhen Bayi agreed to provide a loan to Moxian Shenzhen in aggregate of $46,516 (RMB300,000) without interest and due in one year. On February 1, 2016, Moxian HK and Moxian China Limited entered into a loan agreement whereby Moxian China Limited agreed to provide a loan to Moxian HK in aggregate of $64,476 (HKD500,000) without interest and due in one year. On February 2, 2016, Moxian HK and Moxian China Limited entered into a loan agreement whereby Moxian China Limited agreed to provide a loan to Moxian HK in aggregate of $25,790 (HKD200,000) without interest and due in one year. On February 2, 2016, Moxian Shenzhen and Shenzhen Bayi entered into a loan agreement whereby Shenzhen Bayi agreed to provide a loan to Moxian Shenzhen in aggregate of $38,763 (RMB250,000) without interest and due in one year. On February 26, 2016, Shenzhen Moyi and Shenzhen Bayi entered into a loan agreement whereby Shenzhen Bayi agreed to provide a loan to Shenzhen Moyi in aggregate of $33,854 (RMB218,340) without interest and due in one year. On February 26, 2016, Moxian Beijing and Zhongtou entered into a loan agreement whereby Zhongtou agreed to provide a loan to Moxian Bejing in aggregate of $15,505 (RMB 100,000) without interest and due in one year. On March 7, 2016, Moxian HK and Moxian China Limited entered into a loan agreement whereby Moxian China Limited agreed to provide a loan to Moxian HK in aggregate of $38,686 (HKD300,000) without interest and due in one year. On March 10, 2016, Moxian BJ and Xinhua Huifeng entered into a loan agreement whereby Xinhua Huifeng agreed to provide a loan to Moxian BJ in aggregate of $13,955 (RMB90,000) without interest and due in one year. On March 14, 2016, Moxian HK and Moxian China Limited entered into a loan agreement whereby Moxian China Limited agreed to provide a loan to Moxian HK in aggregate of $77,371 (HKD600,000) without interest and due in one year. On March 15, 2016, Moxian Shenzhen and Shenzhen Bayi entered into a loan agreements whereby Shenzhen Bayi agreed to provide loans to Moxian Shenzhen in aggregate of $155,054 (RMB 1,000,000) without interest and due in one year. On March 21, 2016, Moxian HK and Moxian China Limited entered into a loan agreement whereby Moxian China Limited agreed to provide a loan to Moxian HK in aggregate of $77,371 (HKD600,000) without interest and due in one year. From April 11, 2016 through June 15, 2016, Moxian HK and Moxian China Limited entered into seven loan agreements whereby Shenzhen Bayi agreed to provide loans to Moxian HK in aggregate of $342,568 ( HKD 2,657,440) without interest and due in one year. From April 1, 2016 through June 8, 2016, Moxian Shenzhen and Shenzhen Bayi entered into fifteen loan agreements whereby Shenzhen Bayi agreed to provide loans to Moxian Shenzhen in aggregate of $1,151,358 (RMB 7,650,000) without interest and due in one year. From April 1, 2016 through June 27, 2016, Moxian Shenzhen and Xinhua Huifeng entered into four loan agreements whereby Xinhua Huifeng agreed to provide loans to Moxian Shenzhen in aggregate of $233,282 (RMB 1,550,000) without interest and due in one year. On June 28, 2016, Moxian Beijing and Zhongtou entered into a loan agreement whereby Zhongtou agreed to provide loan to Moxian Beijing in aggregate of $1,174 (RMB 7,800) without interest and due in one year. | 7. Loans from shareholders The loans are made to Moxian HK, Moxian Shenzhen, Moyi, and Moxian Malaysia and are unsecured, interest free and will be due and payable in 12 months. Details of the loans are analyzed as follows: As of Repayable September 30, 2015 September 30, 2014 Within 1 month $ — $ — 1 to 3 months — — More than 3 months but less than 12 months 1,462,525 6,151,932 $ 1,462,525 $ 6,151,932 On May 4, 2015, Moxian Malaysia and Jet Key Limited (“Jet Key”), a shareholder of the Company, entered into a loan agreement whereby Jet Key agreed to provide a loan to Moxian Malaysia in an aggregate of $122,144 without any interests and with a term of repayment of 12 months. On June 30, 2015, Moxian Shenzhen and Shenzhen Bayi Consulting Co. Ltd. (“Bayi”), a shareholder of the Company, entered into a loan agreement whereby Bayi agreed to provide a loan to Moxian Shenzhen in an aggregate of RMB6,100,000 (approximately $998,559) without any interests and with a term of repayment of 12 months, as previously disclosed in the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2015, filed with the Securities and Exchange Commission on August 14, 2015. On September 30, 2015, Moxian Shenzhen and Bayi entered into a loan agreement a loan agreement whereby Bayi agreed to provide a loan to Moxian Shenzhen in an aggregate of RMB2,080,000 (approximately $332,480) without any interests and with a term of repayment of 12 months. |
Capital Stock
Capital Stock | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Shareholders' Equity/Capital Stock [Abstract] | ||
Capital stock | 6. Capital stock Xinhua Subscription The Company entered into a subscription agreement (“Zhongtou Subscription Agreement”) with Zhongtou Huifeng Investment Management (Beijing) Co. Ltd. (“Zhongtou”) on April 24, 2015, whereby the Company agreed to sell an aggregate of 4,084,500 shares of the Company’s Common Stock at a per share price of $2.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000) and to issue to Zhongtou for no additional consideration a warrant (the “Warrant”) to purchase in the aggregate 16,000,000 shares (“Warrant Shares”) of Common Stock at an exercise price of $4.00 per share, exercisable on or prior to July 31, 2015. On June 4, 2015, the Company and Zhongtou entered into a Termination Agreement to terminate the Zhongtou Subscription Agreement as Zhongtou’s principals have determined to make the investment described in the Zhongtou Subscription Agreement through a different entity, Beijing Xinhua Huifeng Equity Investment Center (Limited Partnership) (“Xinhua”). On June 4, 2015, the Company and Xinhua entered into a new Subscription Agreement (“Xinhua Subscription Agreement”) on substantially the same terms as the Zhongtou Subscription Agreement (the “Transaction”). Pursuant to the Xinhua Subscription Agreement, if the Company fails to contract with 25,000 new paying merchants by September 30, 2016, the Company shall issue an additional number of shares of Common Stock to Xinhua, equal to 50% of the accumulated number of Warrant Shares exercised and acquired by Xinhua as of September 30, 2016, for no additional consideration (“Make Good Provision”). The Make Good Provision will be available only if Xinhua has exercised the Warrant and acquired more than 8,000,000 Warrant Shares (the “Condition”). Further, the Company shall issue 2,000,000 shares of Common Stock to Xinhua for no additional consideration if the Company fails to publish its full working version of the Moxian mobile application version 2.0 by September 30, 2015, or if the Company fails to uplist to a national securities exchange in the U.S. by June 30, 2017. Xinhua shall also have the right to nominate (i) one member of the Company’s accounting department; and (ii) one member of the board of directors provided that the Condition has been met. On August 13, 2015, Xinhua and the Company entered into an Amendment Agreement (the “Amendment Agreement”) to amend certain terms under the Xinhua Subscription Agreement between the Company and Xinhua dated June 4, 2015 to September 30, 2015. Pursuant to the Xinhua Subscription Agreement, the Company will issue 4,095,000 shares of the Company’s Common Stock to Xinhua for $8,190,000 and grant the warrant (the “Warrant”) to purchase up to 16,000,000 shares of the Company’s Common Stock on or before July 31, 2015 (the “Expiration Date”) (such transaction, the “Transaction”). Pursuant to the Amendment Agreement (the “First Amendment Agreement”), the closing date of the Transaction was extended to September 30, 2015 and the Expiration Date of the Warrant was extended to September 30, 2015. On December 16, 2015, the Company entered into a Second Amendment Agreement to the Subscription Agreement (the “Second Amendment Agreement”) with Xinhua. Under the Second Amendment Agreement, the closing date of the transaction was extended again to December 31, 2015 and the Expiration Date of the Warrant was extended to December 31, 2015 as well. On February 28, 2016, the Company closed the transaction and issued 4,095,010 shares of the Company Common Stock to Xinhua for an aggregate purchase price of $8,190,020, or $2.00 per share, of which $5,505,915 proceeds were received by the Company in fiscal 2015 and included in the subscription payments liability. Cancellation of shares On February 22, 2016, Good Eastern Investment Limited (‘GEL’), Stellar Elite Limited (‘SEL’) and Moxian China Limited (‘MCL’), collectively, the Designated Shareholders, entered into a Share Cancellation Agreement (the ‘Agreement’) with the Company. Pursuant to the Agreement, on February 22, 2016, the Designated Shareholders cancelled 47,422,541 shares of the Company common stock which represented 42.93% of our issued and outstanding shares for no consideration. The cancelled shares resulted in GEL, SEL and MCL owning after the share cancellation 9,990,000, 19,830,000 and 17,602,541 shares of common stock or any other securities of the Company respectively. As of June 30, 2016 and September 30, 2015, there were no warrants or options outstanding to acquire any additional shares of Common Stock of the Company. Stock reverse split On May 24, 2016 the Board of Directors approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-2 (the “Reverse Stock Split”). The Reverse Stock Split was effective on June 20, 2016 (the “Effective Date”). Simultaneously to the Reverse Stock Split, the number of shares of the Company’s authorized Common Stock was correspondingly reduced from 500,000,000 shares to 250,000,000 shares without changes in par value per share. The Company has retroactively restated all shares and per share data for all the periods presented. Purchase of Intangible Asset On January 30, 2015, the Company issued a convertible note in the principal amount of $7,782,000 to REBL for the acquisitions of Moxian IP Samoa and Moxian BVI. On August 14, 2015, $3,981,000 of such note was converted into 1,945,500 shares of the Company’s common stock. On September 30, 2015, the Company issued an additional 1,945,500 shares of its common stock to REBL upon conversion of the remainder portion of the note. | 8. Shareholders’ equity As of December 22, 2015, the number of total outstanding shares is 107,333,472 shares of Common Stock, par value $.001 per share (“Common Stock”) and nil share of Preferred Stock, par value $.001 per share (“Preferred Stock”). As previously disclosed in the Quarterly Report on Form 10-Q for the period ended March 31, 2015 filed with the Securities and Exchange Commission on May 15, 2015, the Company entered into a subscription agreement (“Zhongtou Subscription Agreement”) with Zhongtou Huifeng Investment Management (Beijing) Co. Ltd. (“Zhongtou”) on April 24, 2015, whereby we agreed to sell an aggregate of 4,095,000 shares of the Company’s Common Stock at a per share price of $2.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000) and to issue to Zhongtou for no additional consideration a warrant (the “Warrant”) to purchase in the aggregate of 16,000,000 shares (“Warrant Shares”) of Common Stock at an exercise price of $4.00 per share, exercisable on or prior to July 31, 2015. On June 4, 2015, the Company and Zhongtou entered into a Termination Agreement to terminate the Zhongtou Subscription Agreement as Zhongtou’s principals have determined to make the investment described in the Zhongtou Subscription Agreement through a different entity, Beijing Xinhua Huifeng Equity Investment Center (Limited Partnership) (“Xinhua”). On June 4, 2015, the Company and Xinhua entered into a new Subscription Agreement (“Xinhua Subscription Agreement”) on substantially the same terms as the Zhongtou Subscription Agreement (the “Transaction”). Pursuant to the Xinhua Subscription Agreement, if the Company fails to contract with 25,000 new paying merchants by September 30, 2016, the Company shall issue an additional number of shares of Common Stock to Xinhua, equal to 50% of the accumulated number of Warrant Shares exercised and acquired by Xinhua as of September 30, 2016, for no additional consideration (“Make Good Provision”). The Make Good Provision will be available only if Xinhua has exercised the Warrant and acquired more than 8,000,000 Warrant Shares (the “Condition”). Further, the Company shall issue 2,000,000 shares of Common Stock to Xinhua for no additional consideration if the Company fails to publish its full working version of the Moxian mobile application version 2.0 by September 30, 2015, or if the Company fails to uplist to a national securities exchange in the U.S. by June 30, 2017. Xinhua shall also have the right to nominate (i) one member of the Company’s accounting department; and (ii) one member of the board of directors provided that the Condition has been met. On August 13, 2015, Xinhua and the Company entered into an Amendment Agreement (the “Amendment Agreement”) to amend certain terms under the Xinhua Subscription Agreement between the Company and Xinhua dated June 4, 2015 to September 30, 2015. Pursuant to the Xinhua Subscription Agreement, the Company will issue 4,095,000 shares of the Company’s Common Stock to Xinhua for $8,190,000 and grant the warrant (the “Warrant”) to purchase up to 16,000,000 shares of the Company’s Common Stock on or before July 31, 2015 (the “Expiration Date”) (such transaction, the “Transaction”). Pursuant to the Amendment Agreement (the “First Amendment Agreement”), the closing date of the Transaction was extended to September 30, 2015 and the Expiration Date of the Warrant was extended to September 30, 2015. As of the date of this Annual Report, the Transaction has not closed yet and there are no shares or warrants issued to Xinhua. On August 14, 2015, the Company issued an aggregate of 4,292,472 shares of Common Stock to Ace Keen Limited, Jet Key Limited, Morolling International HK Limited, and Shenzhen Bayi Consulting Co., Ltd (the “Noteholders”) as a result of the conversion of $8,584,944 of convertible promissory notes held by the Noteholders at $2.00 per share. On August 14, 2015, due to the VWAP of 30 trading day prior to August 14, 2015 is higher than $2.00, which triggered the clause of conversion under the convertible promissory note (the “Rebel Note”) in the principal amount of $7,782,000 issued to REBL dated January 30, 2015, the Company provided a notice of conversion to REBL and elected to convert the amount of $3,891,000 under the Rebel Note into 1,945,500 shares of the Company’s Common Stock at the conversion price of $2.00. On September 30, 2015, the Company notified REBL that it elected to cause it to convert the remainder of the Rebel Note into 1,945,000 shares of Common Stock (“September Conversion”). After the August Conversion and September Conversion, the entire Rebel Note was converted into the total of 3,891,000 shares of the Common Stock without any balance outstanding. As of September 30, 2015, there were no warrants or options outstanding to acquire any additional shares of Common Stock of the Company. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per share | 9. Earnings per share For the year ended September 30, 2015 2014 Net loss attributable to ordinary shareholders for computing basic and diluted net loss per ordinary share $ (6,173,646 ) $ (4,791,342 ) Weighted average number of common shares outstanding – Basic and 99,998,087 99,150,000 Basic earnings per share* $ (0.06 ) (0.05 ) Diluted earnings per share* $ (0.06 ) (0.05 ) ____________ * Retroactively restated for effect of 1:2 reserve stock split on June 20, 2016 |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2016 | |
Income taxes [Abstract] | |
Income taxes | 7. Income taxes The Company and its subsidiaries file separate income tax returns. The United States of America Moxian is incorporated in the State of Nevada in the U.S., and is subject to a gradual U.S. federal corporate income tax of 15% to 35%. The State of Nevada does not impose any corporate state income tax. As of June 30, 2016, future net operation losses of approximately $ 1.7 million are available to offset future operating income through 2026. British Virgin Islands Moxian BVI is incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Moxian BVI is not subject to tax on income or capital gains. In addition, upon payments of dividends by Moxian BVI, no British Virgin Islands withholding tax is imposed. Hong Kong Moxian HK is incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5%. Moxian HK did not earn any income that was derived in Hong Kong for the three and nine months ended June 30, 2016 and 2015, and therefore, Moxian HK was not subject to Hong Kong Profits Tax. Malaysia The management estimated that Moxian Malaysia will not generate any taxable income in the future. PRC Effective from January 1, 2008, the PRC’s statutory income tax rate is 25%. The Company’s PRC subsidiaries are subject to income tax rate of 25%, unless otherwise specified. Moxian Shenzhen was incorporated in the People’s Republic of China. Moxian Shenzhen did not generate taxable income in the People’s Republic of China for the period from April 8, 2013 (date of inception) to June 30, 2016. The management estimated that Moxian Shenzhen will not generate any taxable income in the future. Moyi was incorporated in the People’s Republic of China. Moyi did not generate taxable income in the People’s Republic of China for the period from July 19, 2013 (date of inception) to June 30, 2016. Moxian Beijing was incorporated in the People’s Republic of China. Moxian Beijing did not generate taxable income in the People’s Republic of China for the period from December 10, 2015 (date of inception) to June 30, 2016. The Company’s effective income tax rates were 0.3% and 0.4% for the three and nine month period ended June 30, 2016. The Company’s effective income tax rates were Nil for the three and nine month period ended June 30, 2015. Income tax mainly consists of foreign income tax at statutory rates and the effects of permanent and temporary differences. As of June 30, 2016, the Company has a deferred tax asset of $85,981 resulting from certain net operating losses in PRC. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those net operating losses are available. The Company considers projected future taxable income and tax planning strategies in making its assessment. At present, the Company does not have a sufficient operation in the Moxian Shenzhen, Moxian Malaysia and Moxian Beijing to conclude that it is more-likely-than-not that the Company will be able to realize all of its tax benefits in the near future and therefore a valuation allowance has been provided for the full value of the deferred tax asset. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance. Should Moxian Shenzhen, Moxian Malaysia and Moxian Beijing start to have sufficient operation in future periods with supportable trend, the valuation allowance will be reduced accordingly. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and contingencies | 8. Commitments and contingencies Operating Lease The Company leases a number of properties under operating leases. Rental expenses under operating leases for the three and nine months ended June 30, 2016 were $94,877 and $513,472, respectively. Rental expenses under operating leases for the three and nine months ended June 30, 2015 were $93,394 and $164,209, respectively. As of June 30, 2016, the Company was obligated under non-cancellable operating leases for minimum rentals as follows: For the Twelve Months Ending June 30, 2017 $ 750,974 2018 594,077 2019 18,813 Total minimum lease payments $ 1,363,864 Arrangement with Xinhua New Media Co., Ltd The Company entered into an exclusive advertising agency agreement with Xinhua New Media Co., Ltd (“Xinhua”). Pursuant to the agreement, the Company, as an exclusive agent, is authorized to operate and sell advertisement on Xinhua’s mobile application in the gaming channel. The agreement expires on December 31, 2020. The Company is required to compensate Xinhua an agency fee of $924,860 in the first year and additional agency fees of approximately $1.5 million in the following years. The payment schedule is listed below: For the twelve months ended June 30, 2017 $ 924,860 June 30, 2018 1,541,433 June 30, 2019 1,541,433 June 30, 2020 1,541,433 December 31, 2020 1,079,003 Total agency payments $ 6,628,162 For the three and nine months ended June 30, 2016, the Company recorded $462,430 in advertising agency fee expense (Nil for three and nine months ended June 30, 2015). Legal Proceeding There has been no legal proceeding in which the Company is a party as of As of June 30, 2016. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Subsequent Events [Abstract] | ||
Subsequent events | 9. Subsequent events From July 8, 2016 through July 15, 2016, Moxian Shenzhen and Shenzhen Bayi entered into four loan agreements whereby Shenzhen Bayi agreed to provide loans to Moxian Shenzhen in aggregate of $207,244 (RMB1,377,000) without interest and due in one year. On July 15, 2016, Moxian Beijing and Xinhua Huifeng entered into a loan agreement whereby Xinhua Huifeng agreed to provide loans to Moxian Beijing in aggregate of $97,828 (RMB 650,000) without interest and due in one year. | 10. Subsequent Events On June 20, 2016, the Company’s board of directors has approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-2 (the “Reverse Stock Split”). The Reverse Stock Split was approved by the Board of Directors on May 24, 2016 and effected on June 20, 2016 (the “Effective Date”). Simultaneously to the Reverse Stock Split, the number of shares of the Company’s authorized Common Stock was correspondingly reduced from 500,000,000 shares to 250,000,000 shares. On July 11, 2016, the Company received FINRA’s approval of the Reverse Stock Split. |
Summary of Principal Accounti19
Summary of Principal Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Summary of Principal Accounting Policies [Abstract] | ||
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and reflect the activities of the following subsidiaries and VIE: Moxian CN Samoa, Moxian BVI, Moxian HK, Moxian Shenzhen, Moxian Malaysia, Moyi, Moxian Beijing and Moxian IP Samoa. All material intercompany transactions and balances have been eliminated in the consolidation. The interim condensed consolidated financial information as of June 30, 2016 and for the three and nine months ended June 30, 2016 and 2015 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The interim condensed consolidated financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Form 10-K/A for the fiscal year ended September 30, 2015, previously filed with the SEC. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2016 and its condensed consolidated results of operations for three and nine months ended June 30, 2016 and 2015, and its condensed consolidated cash flows for the nine months ended June 30, 2016 and 2015, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. In accordance with the Generally Accepted Accounting Principles of the United States of America (US GAAP), variable interest entities (VIEs) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. Accounting Standards Codification (“ASC”) 810-10 “Consolidation” addresses whether certain types of entities referred to as variable interest entities (“VIEs”), should be consolidated in a company’s consolidated financial statements. Pursuant to an Exclusive Business Cooperation Agreement by and between Moxian Shenzhen and Moyi, dated July 15, 2014, Moxian Shenzhen has the exclusive right to provide to Moyi technical and systems support, marketing consulting services, training for technical personnel and technical consulting services. As payment for these services, Moyi has agreed to pay Moxian Shenzhen a service fee equal to 100% Moyi’s pre-tax profit. In addition, Moxian Shenzhen will also absorb losses from Moyi, if any, based on the service agreement. In accordance with the provisions of ASC 810, the Company has determined that Moyi is a VIE of Moxian Shenzhen and that the Company is the primary beneficiary, and accordingly, the financial statements of Moyi are consolidated into the financial statements of the Company. | Basis of presentation The accompanying audited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and reflect the activities of the following subsidiaries and VIE: Moxian CN Samoa, Moxian BVI, Moxian HK, Moxian Shenzhen, Moxian Malaysia, Moyi and Moxian IP Samoa. All material intercompany transactions and balances have been eliminated in the consolidation. In accordance with the interpretation of Generally Accepted Accounting Principles (GAAP), variable interest entities (VIEs) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. ASC 810 (Financial Accounting Standards Board (“FASB”) Interpretation Number (“FIN”) 46 (revised December 2003), “Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51” (“FIN 46R”), addresses whether certain types of entities referred to as variable interest entities (“VIEs”), should be consolidated in a company’s audited consolidated financial statements. Pursuant to an Exclusive Business Cooperation Agreement by and between Moxian Shenzhen and Moyi, dated July 15, 2014, Moxian Shenzhen has the exclusive right to provide to Moyi technical and systems support, marketing consulting services, training for technical personnel and technical consulting services. As payment for these services, Moyi has agreed to pay Moxian Shenzhen a service fee equal to 100% Moyi’s pre-tax profit. In accordance with the provisions of ASC 810, the Company has determined that Moyi is a VIE of Moxian Shenzhen and that the Company is the primary beneficiary, and accordingly, the financial statements of Moyi are consolidated into the financial statements of the Company. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation | |
Liquidity and Capital Resources | Liquidity and Capital Resources As of June 30, 2016, the Company’s current liabilities exceeded the current assets by approximately $3.1 million and its accumulated deficits were approximately $20.6 million and the Company has incurred losses since inception, which raise substantial doubt about the ability to continue as a going concern. To maintain working capital sufficient to support the Company’s operation and finance the future growth of its business, the Company has comprehensively considered the available sources of funds as follows: ● Financial support from related parties; and ● Issuance of shares for private placement and or public offering The Company does not currently have sufficient cash or commitments for financing to sustain its operations for the next twelve months. The Company plans to increase the cash flows from an initial public offering (“IPO”) and or other private placements. If the Company’s IPO and private placements do not reach the level anticipated in its plan, and the Company is not able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all, the Company may be unable to implement its current plans for expansion, repay our debt obligations or respond to competitive pressures, any of which would have a material adverse effect on its business, prospects, financial condition and results of operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations are substantially carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations maybe substantially influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. | |
Fair value of financial instruments | Fair value of financial instruments The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs other than quoted prices that are observable for the asset or liability in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect management’s assumptions based on the best available information. The carrying value of deposits and other receivables, accruals and other payables and loans from related parties approximate their fair values because of the short-term nature of these instruments. | Fair value of financial instruments The carrying values of the Company’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates. |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the accompanying unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates required to be made by management include but not limited to, use lives of property and equipment, intangible assets, inventory valuation and deferred tax assets. Actual results could differ from those estimates. | Use of estimates The preparation of the audited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the audited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents. | Cash and cash equivalents The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents. |
Earnings per share | Earnings per share Basic earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares. FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive. | |
Plant and equipment, net | Plant and Equipment, net Plant and equipment are recorded at cost less accumulated depreciation and impairment. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives as follows: Computers 3 years Office equipment 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful life or term of lease | Plant and equipment, net Plant and equipment are recorded at cost less accumulated depreciation and impairment. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Computers 3 years Office equipment 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful lives or term of lease |
Business Combinations | Business Combinations The Company accounts for its business combinations using the purchase method of accounting in accordance with ASC 805: Business Combinations. The purchase method accounting requires that the consideration transferred to be allocated to the assets, including separately identifiable assets and liabilities the Company acquired based on their estimated fair values. The consideration transferred of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income. The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and non-controlling interests is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The Company determines discount rates to be used based on the risks inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets, forecasted life cycle and forecasted cash flows over that period. In a business combination achieved in stages, the Company re-measures its previously held equity interest in the acquiree at its acquisition-date fair value and recognizes the resulting gain or loss in earnings. | |
Goodwill | Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles — Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable. The Company tests goodwill for impairment at the reporting unit level on an annual basis as of the fiscal year end, and between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. Commencing in September 2011, in accordance with the FASB revised guidance on “Testing of Goodwill for Impairment,” a company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company decides, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a two-step goodwill impairment test. The first step compares the fair value of each reporting unit to its carrying amount. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. | |
Intangible assets | Intangible assets Intangible assets, comprising Intellectual property rights (“IP rights”), which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of 3- 10 years. The Company makes judgments about the recoverability of intangible assets whenever events or changes in circumstances indicate that an impairment may exist. Recoverability of finite-lived intangible assets is measured by comparing the carrying amount of the asset to the future undiscounted cash flows that the asset is expected to generate. The Company performs an annual impairment assessment in the fourth quarter of each year for indefinite-lived intangible assets, or more frequently if indicators of potential impairment exist, to determine whether it is more likely than not that the carrying value of the assets may not be recoverable. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the future discounted cash flows that the asset is expected to generate. If the Company determines that an individual asset is impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. The assumptions and estimates used to determine future values and remaining useful lives of our intangible are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as our business strategy and our forecasts for specific market expansion. Based on the impairment assessment, the Company recognized impairment charges of $1,264,700 for the three and nine months ended June 30, 2016. $Nil impairment charge was recognized for the three and nine months ended June 30, 2015. | Intangible assets Intangible assets, comprising Intellectual property rights (“IP rights”) and other intangible assets, which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of 10 years. |
Comprehensive income | Comprehensive income The Company has adopted FASB Accounting Standard Codification Topic 220 (“ASC 220”) “Comprehensive income” (formerly known as SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company. | |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. | |
Revenue recognition | Revenue recognition Revenue is recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured. | Revenue recognition Revenue are recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured. |
Income taxes | Income taxes The Company utilizes ASC Topic 740 (“ASC 740”) “Income taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 “Income taxes” clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in the unaudited condensed consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations. | Income taxes The Company utilizes FASB Accounting Standard Codification Topic 740 (“ASC 740”) “Income taxes” (formerly known as SFAS No. 109, “Accounting for Income Taxes”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the audited consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 “Income taxes” (formerly known as Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 |
Foreign currency transactions and translation | Foreign currency transactions and translation The reporting currency of the Company is United States Dollars (the “USD”) and the functional currency of Moxian Shenzhen, Moyi and Moxian Beijing is Renminbi (the “RMB”) as China is the primary economic environment in which they operate, the functional currency of Moxian HK is Hong Kong Dollar (the “HKD”), and the functional currency of Moxian Malaysia is Malaysia Ringgit (the “MYR”). For financial reporting purposes, the financial statements of Moxian Shenzhen, Moyi, Moxian Beijing, Moxian HK and Moxian Malaysia, which are prepared using their respective functional currencies, are translated into the reporting currency, United States dollar ("U.S. dollar") so to be consolidated with the Company’s. Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange ruling at the balance sheet date. Revenues and expenses are translated using average rates prevailing during the reporting period. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in stockholders’ deficit. Transaction gains and losses are recognized in the statements of operations and comprehensive income. The exchange rates applied are as follows: Balance sheet items, except for equity accounts June 30, September 30, RMB:USD 6.6443 6.3568 HKD:USD 7.7589 7.7501 MYR:USD 4.0046 4.4124 Items in the statements of operations and comprehensive loss, and statements cash flows Nine Months Ended 2016 2015 RMB:USD 6.4875 6.1067 HKD:USD 7.7618 7.7520 MYR:USD 4.1613 3.6581 | |
Research and Development | Research and Development Research and development expenses include payroll, employee benefits, stock-based compensation expense, and other related expenses associated with product development. Research and development expenses also include third-party development, programming costs, and localization costs incurred to translate software for local markets. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached. Once technological feasibility is reached, such costs are capitalized and amortized to the cost of revenue over the estimated lives of the products. | |
Recent accounting pronouncements | Recent accounting pronouncements In January 2016, the FASB has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. The new guidance makes targeted improvements to existing U.S. GAAP by: (1) requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (2) Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; (3) Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and. (4) Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the effect, if any, this update will have on the Company's condensed consolidated financial position, results of operations and cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its condensed consolidated financial statements. In April 2016, the FASB released ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments are expected to significantly impact net income, EPS, and the statement of cash flows. Implementation and administration may present challenges for companies with significant share-based payment activities. The ASU is effective for public companies in annual periods beginning after December 15, 2016, and interim periods within those years. The Company is currently evaluating the impact of this new standard on its condensed consolidated financial statements. In April 2016, FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of this new standard on its condensed consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-11 Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815); Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, which is rescinding certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities—Oil and Gas, effective upon adoption of Topic 606. The Company does not expect the adoption of the ASU to have any impact on its condensed consolidated financial statements. In May 2016, FASB issued ASU No. 2016-12—Revenue from Contracts with Customers (Topic 606); Narrow-Scope Improvements and Practical Expedients, which is intended to not change the core principle of the guidance in Topic 606, but rather affect only the narrow aspects of Topic 606 by reducing the potential for diversity in practice at initial application and by reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The Company is assessing the impact of the adoption of the ASU on its condensed consolidated financial statements, disclosure requirements and methods of adoption. | Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |
Restatement of Financial Stat20
Restatement of Financial Statements (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Restatement of Financial Statements [Abstract] | |
Schedule of consolidated balance sheets | September 30, 2015 As Previously Reported As Restated Total current assets 4,937,210 3,479,750 Deferred tax assets (note 8) 1,457,460 52,609 Intangible assets (note 10) 6,603,912 6,600,285 Total Assets 14,482,684 13,074,206 Accruals and other payables 773,852 600,675 Total current liabilities 7,742,292 7,569,115 Total liabilities 7,742,292 7,569,115 Deficit accumulated during the development stage (9,939,511 ) (11,174,812 ) Total stockholders’ equity 6,740,392 5,505,091 Total liabilities and stockholders’ equity 14,482,684 13,074,206 |
Schedule of consolidated statements of operations and comprehensive income | For the period from Inception For the year Ended October 12, 2010 to As Previously Reported As Restated As Previously Reported As Restated Depreciation and Amortization expenses 1,012,849 843,299 1,091,420 921,870 Loss from operations (6,398,063 ) (6,228,513 ) (11,423,128 ) (11,253,578 ) Loss before income tax (6,395,805 ) (6,226,255 ) (11,396,971 ) (11,227,421 ) Income tax expenses 1,457,460 52,609 1,457,460 52,609 Net Loss (4,938,345 ) (6,173,646 ) (9,939,511 ) (11,174,812 ) Comprehensive loss (4,876,615 ) (6,111,916 ) (9,824,852 ) (11,060,153 ) Basic and diluted loss per common (0.05 ) (0.06 ) ____________ * Retroactively restated for effect of 1:2 reserve stock split on June 20, 2016 |
Schedule of consolidated statements of cash flow | Year Ended For the period from Inception October 12, 2010 to As Previously Reported As Restated As Previously Reported As Restated Net Loss (4,938,345 ) (6,173,646 ) (9,939,511 ) (11,174,812 ) Depreciation and Amortization expenses 1,012,849 843,299 1,091,420 921,870 Increase in deferred tax assets (1,457,460 ) (52,609 ) (1,457,460 ) (52,609 ) Increase in accruals and other payables 478,251 305,074 728,062 554,885 Net cash used in operating activities (5,244,096 ) (5,417,273 ) (7,758,655 ) (7,931,832 ) Acquisition of Intangible assets (527,932 ) (354,755 ) (527,932 ) (354,755 ) Net Cash used in investing activities (3,459,770 ) (3,286,593 ) (2,606,246 ) (2,433,069 ) |
Summary of Principal Accounti21
Summary of Principal Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Summary of Principal Accounting Policies [Abstract] | ||
Summary of estimated useful lives of plant and equipment | Computers 3 years Office equipment 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful life or term of lease | Computers 3 years Office equipment 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful lives or term of lease |
Summary of exchange rates | Balance sheet items, except for equity accounts June 30, September 30, RMB:USD 6.6443 6.3568 HKD:USD 7.7589 7.7501 MYR:USD 4.0046 4.4124 Nine Months Ended 2016 2015 RMB:USD 6.4875 6.1067 HKD:USD 7.7618 7.7520 MYR:USD 4.1613 3.6581 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Acquisitions [Abstract] | |
Schedule of assets acquired and liability assumed based on their fair value | Current assets Cash and bank balances $ 897,453 Prepayments, deposits and other receivables 264,729 Inventory 1,129 Non-current assets Property and equipment, net 176,116 Current liabilities Other payables and accruals (51,172 ) Loans (2,888,570 ) $ (1,600,315 ) Goodwill arising on acquisition: Consideration transferred $ 1,000,000 Less: fair value of identifiable net assets acquired (1,600,315 ) $ 2,600,315 Net cash inflow on acquisition of subsidiaries: Consideration paid in cash $ — Less: cash and cash equivalent balances acquired 897,453 $ 897,453 |
Schedule of changes in carrying value of goodwill | Goodwill Balance as of September 30, 2013 $ — Increase in goodwill related to acquisition 2,600,315 Impairment losses (2,600,315 ) Balance as of September 30, 2014 $ — Balance as of September 30, 2015 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Property and Equipment, Net [Abstract] | ||
Schedule of property and equipment, net | June 30, 2016 September 30, 2015 Electronic equipment $ 2,309,562 $ 2,357,085 Furniture and fixtures 85,661 22,752 Construction in progress - 796,996 Leasehold improvements 392,435 193,225 Total property and equipment 2,787,658 3,370,058 Less: Accumulated depreciation and amortization (1,061,734 ) (428,496 ) Total property and equipment, net $ 1,725,924 $ 2,941,562 | As of September 30, 2015 September 30, 2014 Computers $ 227,886 $ 213,600 Office equipment 2,129,199 68,623 Furniture and fixtures 22,752 32,011 Construction in progress 796,996 — Leasehold improvements 193,225 156,101 Total property and equipment 3,370,058 470,335 Less: Accumulated depreciation (428,496 ) (121,666 ) Total property and equipment, net $ 2,941,562 $ 348,669 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Intangible Assets [Abstract] | ||
Schedule of intangible assets | June 30, 2016 September 30, 2015 IP rights $ 5,517,300 $ 6,782,000 Other intangible assets 1,405,995 354,755 6,923,295 $ 7,136,755 Less: accumulated amortization (1,219,575 ) (536,470 ) Net intangible assets $ 5,703,720 $ 6,600,285 | 2015 2014 IP rights $ 6,782,000 $ — Other intangible assets 354,755 — 7,136,755 $ — Less: accumulated amortization (536,470 ) — Net intangible assets $ 6,600,285 $ — |
Schedule of total estimated amortization of intangible assets | For the Twelve Months Ending June 30, Estimated Amortization Expense 2017 $ 855,516 2018 845,798 2019 712,595 2020 675,319 2021 675,319 2022 and thereafter 1,939,173 Total $ 5,703,720 | For the Year Ending September 30 Estimated Amortization Expense 2016 $ 854,200 2017 854,200 2018 826,312 2019 678,200 2020 and thereafter $ 3,387,373 |
Related Party Transactions an25
Related Party Transactions and Balances (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Related party transactions and balances\Loans from shareholders [Abstract] | ||
Schedule of relationship of related party transactions | Name Relationship with the Company Jet Key Limited (“Jet Key”) A below 1% shareholder of the Company Shenzhen Bayi Consulting Co. Ltd. (“Bayi”) A below 5% shareholder of the Company Ace Keen Limited (“Ace Keen”) A below 1% shareholder of the Company Moxian China Limited A 27.5% shareholder of the Company Zhang Xin A below 5% shareholder of the Company Beijing Xinhua Huifeng Equity Investment Center (“Xinhua”) A Shareholder of the Company (see note 6) Zhongtou Huifeng Investment Management (Beijing) Co. Ltd Affiliated company of Xinhua Morolling International HK Limited (Morolling) A below 5% shareholder of the Company | |
Schedule of loans payable-related party transactions | Nature and Company June 30, September 30, 2015 Loan payable – related parties Bayi $ 1,434,189 $ 1,286,811 Moxian China Limited 733,134 (50,256 ) Jet Key 211,343 202,373 Ace Keen 98,522 23,597 Zhang Xin 98,919 - Zhongtou 16,224 - Xinhua 246,827 - $ 2,839,158 $ 1,462,525 | |
Schedule of loans repayable | As of Repayable September 30, 2015 September 30, 2014 Within 1 month $ — $ — 1 to 3 months — — More than 3 months but less than 12 months 1,462,525 6,151,932 $ 1,462,525 $ 6,151,932 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Summary of computation of basic and diluted net income per common share | For the year ended September 30, 2015 2014 Net loss attributable to ordinary shareholders for computing basic and diluted net loss per ordinary share $ (6,173,646 ) $ (4,791,342 ) Weighted average number of common shares outstanding – Basic and 99,998,087 99,150,000 Basic earnings per share* $ (0.06 ) (0.05 ) Diluted earnings per share* $ (0.06 ) (0.05 ) ____________ * Retroactively restated for effect of 1:2 reserve stock split on June 20, 2016 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Schedule of operating leases minimum rentals | For the Twelve Months Ending June 30, 2017 $ 750,974 2018 594,077 2019 18,813 Total minimum lease payments $ 1,363,864 |
Schedule of payments | For the twelve months ended June 30, 2017 $ 924,860 June 30, 2018 1,541,433 June 30, 2019 1,541,433 June 30, 2020 1,541,433 December 31, 2020 1,079,003 Total agency payments $ 6,628,162 |
Organization and Nature of Op28
Organization and Nature of Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 60 Months Ended | |||||
Jun. 20, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Jan. 30, 2015 | Jul. 03, 2012 | |
Organization and Nature of Operations (Textual) | ||||||||||
Percentage of equity ownership interest | 100.00% | |||||||||
Revenues | $ 5,703 | $ 18,187 | $ 18,645 | $ 86,353 | $ 83,870 | $ 56,122 | $ 139,992 | |||
Accumulated deficit | $ (20,557,155) | $ (20,557,155) | $ (11,174,812) | $ (5,001,166) | $ (11,174,812) | |||||
Reverse stock split ratio, Description | The Board of Directors approved a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), at a ratio of 1-for-2 (the "Reverse Stock Split"). | |||||||||
Changes in capital structure, Description | The number of shares of the Company's authorized Common Stock was correspondingly reduced from 500,000,000 shares to 250,000,000 shares without changes in par value per share. | |||||||||
Equity Transfer Agreement [Member] | ||||||||||
Organization and Nature of Operations (Textual) | ||||||||||
Percentage of equity ownership interest | 100.00% | |||||||||
Acquisition cost | $ 6,782,000 |
Restatement of Financial Stat29
Restatement of Financial Statements (Details) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Oct. 12, 2010 |
Total current assets | $ 736,735 | $ 3,479,750 | $ 2,511,841 | |||||
Deferred tax assets (note 8) | 85,981 | 52,609 | ||||||
Intangible assets, net | 5,703,720 | 6,600,285 | ||||||
Total Assets | 8,252,360 | 13,074,206 | 2,860,510 | |||||
Accruals and other payables | 960,877 | 600,675 | 295,601 | |||||
Total current liabilities | 3,800,035 | 7,569,115 | 7,447,533 | |||||
Total liabilities | 3,800,035 | 7,569,115 | 7,447,533 | |||||
Accumulated deficit | (20,557,155) | (11,174,812) | (5,001,166) | |||||
Total stockholders' equity | 4,452,325 | 5,505,091 | (4,587,023) | $ (11,524) | $ 216 | $ 33,788 | $ 3,248 | |
Total liabilities and stockholders' equity | $ 8,252,360 | 13,074,206 | $ 2,860,510 | |||||
As Previously Reported [Member] | ||||||||
Total current assets | 4,937,210 | |||||||
Deferred tax assets (note 8) | 1,457,460 | |||||||
Intangible assets, net | 6,603,912 | |||||||
Total Assets | 14,482,684 | |||||||
Accruals and other payables | 773,852 | |||||||
Total current liabilities | 7,742,292 | |||||||
Total liabilities | 7,742,292 | |||||||
Accumulated deficit | (9,939,511) | |||||||
Total stockholders' equity | 6,740,392 | |||||||
Total liabilities and stockholders' equity | 14,482,684 | |||||||
As Restated [Member] | ||||||||
Total current assets | 3,479,750 | |||||||
Deferred tax assets (note 8) | 52,609 | |||||||
Intangible assets, net | 6,600,285 | |||||||
Total Assets | 13,074,206 | |||||||
Accruals and other payables | 600,675 | |||||||
Total current liabilities | 7,569,115 | |||||||
Total liabilities | 7,569,115 | |||||||
Accumulated deficit | (11,174,812) | |||||||
Total stockholders' equity | 5,505,091 | |||||||
Total liabilities and stockholders' equity | $ 13,074,206 |
Restatement of Financial Stat30
Restatement of Financial Statements (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 60 Months Ended | |||||||||||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2010 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2015 | |||||
Depreciation and amortization | $ 455,753 | $ (238,048) | $ (1,356,306) | $ (494,793) | $ 843,299 | $ 78,571 | $ 921,870 | ||||||||
Loss from operations | (3,838,064) | (1,896,724) | (8,937,599) | (4,033,709) | (6,228,513) | (4,815,241) | (11,253,578) | ||||||||
Loss before income tax | (3,864,846) | (1,916,140) | (9,418,853) | (4,063,639) | (6,226,255) | (4,791,342) | (11,227,421) | ||||||||
Income tax expenses | (12,193) | (36,510) | (52,609) | (52,609) | |||||||||||
Net Loss | (3,852,653) | (1,916,140) | $ (21) | (9,382,343) | (4,063,639) | $ (14,690) | (6,173,646) | (4,791,342) | $ (33,572) | $ (12,606) | (11,174,812) | ||||
Comprehensive loss | $ (3,874,254) | $ (1,831,137) | $ (9,242,787) | $ (3,786,892) | $ (6,111,916) | $ (4,738,413) | $ (11,060,153) | ||||||||
Basic and diluted lossper common share | $ (0.08) | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.06) | [1] | $ (0.05) | [1] | [1] | ||||||
As Previously Reported [Member] | |||||||||||||||
Depreciation and amortization | $ 1,012,849 | $ 1,091,420 | |||||||||||||
Loss from operations | (6,398,063) | (11,423,128) | |||||||||||||
Loss before income tax | (6,395,805) | (11,396,971) | |||||||||||||
Income tax expenses | 1,457,460 | 1,457,460 | |||||||||||||
Net Loss | (4,938,345) | (9,939,511) | |||||||||||||
Comprehensive loss | $ (4,876,615) | $ (9,824,852) | |||||||||||||
Basic and diluted lossper common share | [2] | $ (0.05) | |||||||||||||
As Restated [Member] | |||||||||||||||
Depreciation and amortization | $ 843,299 | $ 921,870 | |||||||||||||
Loss from operations | (6,228,513) | (11,253,578) | |||||||||||||
Loss before income tax | (6,226,255) | (11,227,421) | |||||||||||||
Income tax expenses | 52,609 | 52,609 | |||||||||||||
Net Loss | (6,173,646) | (11,174,812) | |||||||||||||
Comprehensive loss | $ (6,111,916) | $ (11,060,153) | |||||||||||||
Basic and diluted lossper common share | [2] | $ (0.06) | |||||||||||||
[1] | * Retroactively restated for effect of 1 for 2 reverse stock split on June 20, 2016 | ||||||||||||||
[2] | *Retroactively restated for effect of 1:2 reserve stock split on June 20, 2016 |
Restatement of Financial Stat31
Restatement of Financial Statements (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 60 Months Ended | |||||||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2010 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2015 | |
Net Loss | $ (3,852,653) | $ (1,916,140) | $ (21) | $ (9,382,343) | $ (4,063,639) | $ (14,690) | $ (6,173,646) | $ (4,791,342) | $ (33,572) | $ (12,606) | $ (11,174,812) |
Depreciation and amortization | $ 455,753 | $ (238,048) | (1,356,306) | (494,793) | 843,299 | 78,571 | 921,870 | ||||
Increase in deferred tax assets | 52,609 | 52,609 | |||||||||
Increase in accruals and other payables | 506,648 | 359,795 | 305,074 | 173,159 | 554,885 | ||||||
Net cash used inoperating activities | (5,879,930) | (3,584,599) | (5,417,273) | (2,106,329) | (7,931,832) | ||||||
Acquisition of Intangible asset | 193,540 | 354,755 | 354,755 | ||||||||
Net Cash used ininvesting activities | $ (519,846) | $ (1,331,774) | (3,286,593) | $ 667,730 | (2,433,069) | ||||||
As Previously Reported [Member] | |||||||||||
Net Loss | (4,938,345) | (9,939,511) | |||||||||
Depreciation and amortization | 1,012,849 | 1,091,420 | |||||||||
Increase in deferred tax assets | (1,457,460) | (1,457,460) | |||||||||
Increase in accruals and other payables | 478,251 | 728,062 | |||||||||
Net cash used inoperating activities | (5,244,096) | (7,758,655) | |||||||||
Acquisition of Intangible asset | (527,932) | (527,932) | |||||||||
Net Cash used ininvesting activities | (3,459,770) | (2,606,246) | |||||||||
As Restated [Member] | |||||||||||
Net Loss | (6,173,646) | (11,174,812) | |||||||||
Depreciation and amortization | 843,299 | 921,870 | |||||||||
Increase in deferred tax assets | (52,609) | (52,609) | |||||||||
Increase in accruals and other payables | 305,074 | 554,885 | |||||||||
Net cash used inoperating activities | (5,417,273) | (7,931,832) | |||||||||
Acquisition of Intangible asset | (354,755) | (354,755) | |||||||||
Net Cash used ininvesting activities | $ (3,286,593) | $ (2,433,069) |
Restatement of Financial Stat32
Restatement of Financial Statements (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Deferred tax assets derived from net operating loss | $ 1,460,000 | |||||
Deferred tax assets description | Future net operation losses of approximately $ 1.7 million is available to offset future operating income through 2026. | |||||
Amortization of intangible assets | $ 233,997 | $ 169,550 | $ 684,484 | $ 339,100 | $ 536,470 | |
Amortization of intangible assets description | As a result, the amortization of intangible assets would decrease $169,550 and the net loss would decrease by $169,550 for the year ended September 30, 2015. | |||||
Identified intangible assets description | Moreover, the Company identified that the cost for purchasing intangible assets was overstated by $173,177 as of September 30, 2015. As a result, the intangible assets would decrease $173,177 and accruals and other payables would decrease $173,177 as of September 30, 2015 | |||||
Intellectual Property Rights [Member] | ||||||
Amortization of intangible assets | $ 169,550 |
Summary of Principal Accounti33
Summary of Principal Accounting Policies (Details) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Computers [Member] | ||
Summary of estimated useful lives of plant and equipment | ||
Plant and equipment useful life | 3 years | 3 years |
Office equipment [Member] | ||
Summary of estimated useful lives of plant and equipment | ||
Plant and equipment useful life | 3 years | 3 years |
Furniture and fixtures [Member] | ||
Summary of estimated useful lives of plant and equipment | ||
Plant and equipment useful life | 3 years | 3 years |
Leasehold improvements [Member] | ||
Summary of estimated useful lives of plant and equipment | ||
Estimated useful life | Shorter of estimated useful life or term of lease | Shorter of estimated useful lives or term of lease |
Summary of Principal Accounti34
Summary of Principal Accounting Policies (Details 1) | 9 Months Ended | ||||||||||
Jun. 30, 2016¥ / shares | Jun. 30, 2016¥ / sharesHKD / shares | Jun. 30, 2016¥ / sharesMYR / shares | Jun. 30, 2015¥ / shares | Jun. 30, 2015HKD / shares | Jun. 30, 2015MYR / shares | Jun. 30, 2016HKD / shares | Jun. 30, 2016MYR / shares | Sep. 30, 2015¥ / shares | Sep. 30, 2015HKD / shares | Sep. 30, 2015MYR / shares | |
Summary of Principal Accounting Policies [Abstract] | |||||||||||
Balance sheet items, except for equity accounts | (per share) | ¥ 6.6443 | ¥ 6.6443 | ¥ 6.6443 | HKD 7.7589 | MYR 4.0046 | ¥ 6.3568 | HKD 7.7501 | MYR 4.4124 | |||
Items in the statements of operations and comprehensive loss, and statements cash flows | (per share) | ¥ 6.4875 | ¥ 7.7618 | ¥ 4.1613 | ¥ 6.1067 | HKD 7.7520 | MYR 3.6581 |
Summary of Principal Accounti35
Summary of Principal Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Summary of principal accounting policies (Textual) | ||||||
Service fee, description | Moxian Shenzhen has the exclusive right to provide to Moyi technical and systems support, marketing consulting services, training for technical personnel and technical consulting services. As payment for these services, Moyi has agreed to pay Moxian Shenzhen a service fee equal to 100% Moyi's pre-tax profit. | |||||
Current liabilities exceeded current assets | $ 3,100,000 | |||||
Accumulated deficit | $ (20,557,155) | (20,557,155) | $ (11,174,812) | $ (5,001,166) | ||
Impairment charge on intangible assets | $ 1,264,700 | $ 1,264,700 | ||||
Intangible assets estimated useful life | 10 years | |||||
Intellectual Property [Member] | ||||||
Summary of principal accounting policies (Textual) | ||||||
Intangible assets estimated useful lives | Straight-line method | |||||
Intellectual Property [Member] | Maximum [Member] | ||||||
Summary of principal accounting policies (Textual) | ||||||
Intangible assets estimated useful life | 10 years | |||||
Intellectual Property [Member] | Minimum [Member] | ||||||
Summary of principal accounting policies (Textual) | ||||||
Intangible assets estimated useful life | 3 years |
Acquisitions (Details)
Acquisitions (Details) | Sep. 30, 2015USD ($) |
Current assets | |
Cash and bank balances | $ 897,453 |
Prepayments, deposits and other receivables | 264,729 |
Inventory | 1,129 |
Non-current assets | |
Property and equipment, net | 176,116 |
Current liabilities | |
Other payables and accruals | (51,172) |
Loans | (2,888,570) |
Current liabilities, Net | (1,600,315) |
Goodwill arising on acquisition: | |
Consideration transferred | (1,000,000) |
Less: fair value of identifiable net assets acquired | (1,600,315) |
Goodwill arising on acquisition, Net | 2,600,315 |
Net cash inflow on acquisition of subsidiaries: | |
Consideration paid in cash | |
Less: cash and cash equivalent balances acquired | 897,453 |
Net cash inflow on acquisition of subsidiaries, Net | $ 897,453 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | 12 Months Ended | 60 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | |
Schedule of changes in carrying value of goodwill | |||
Beginning Balance | |||
Increase in goodwill related to acquisition | 2,600,315 | ||
Impairment losses | 2,600,315 | $ 2,600,315 | |
Ending Balance |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) | 1 Months Ended | |
Feb. 21, 2014 | Sep. 30, 2015 | |
Acquisition (Textual) | ||
Consideration transferred | $ (1,000,000) | |
License and acquisition agreement, description | In exchange for such License, the Company agreed to pay to REBL: (i) $1,000,000 as a license maintenance royalty each year commencing from the second year from the date of the agreement; and (ii) 3% of the gross profit of distribution and sale of REBL products and services as an earned royalty. | |
Business acquisitions license period | 5 years | |
Equity interests percentage | 100.00% |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Summary of Property and equipment | |||
Total property and equipment | $ 2,787,658 | $ 3,370,058 | $ 470,335 |
Less: Accumulated depreciation and amortization | (1,061,734) | (428,496) | (121,666) |
Total property and equipment, net | 1,725,924 | 2,941,562 | 348,669 |
Computers [Member] | |||
Summary of Property and equipment | |||
Total property and equipment | 227,886 | 213,600 | |
Office equipment [Member] | |||
Summary of Property and equipment | |||
Total property and equipment | 2,129,199 | 68,623 | |
Electronic equipment [Member] | |||
Summary of Property and equipment | |||
Total property and equipment | 2,309,562 | 2,357,085 | |
Furniture and fixtures [Member] | |||
Summary of Property and equipment | |||
Total property and equipment | 85,661 | 22,752 | 32,011 |
Construction in progress [Member] | |||
Summary of Property and equipment | |||
Total property and equipment | 796,996 | ||
Leasehold improvements [Member] | |||
Summary of Property and equipment | |||
Total property and equipment | $ 392,435 | $ 193,225 | $ 156,101 |
Property and Equipment, Net (40
Property and Equipment, Net (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property and equipment, net (Textual) | ||||||
Depreciation expenses | $ 221,756 | $ 68,499 | $ 671,822 | $ 155,693 | $ 306,829 | $ 78,571 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 6,923,295 | $ 7,136,755 | |
Accumulated amortization | (1,219,575) | (536,470) | |
Net intangible assets/ Total | 5,703,720 | 6,600,285 | |
IP rights [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 5,517,300 | 6,782,000 | |
Other intangible assets [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 1,405,995 | $ 354,755 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
Intangible Assets [Abstract] | ||
2,016 | $ 854,200 | |
2,017 | $ 855,516 | 854,200 |
2,018 | 845,798 | 826,312 |
2,019 | 712,595 | 678,200 |
2,020 | 675,319 | 3,387,373 |
2,021 | 675,319 | |
2022 and thereafter | 1,939,173 | |
Net intangible assets/ Total | $ 5,703,720 | $ 6,600,285 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Intangible Assets (Textual) | ||||||
Amortization of intangible assets | $ 233,997 | $ 169,550 | $ 684,484 | $ 339,100 | $ 536,470 | |
Impairment charge on intangible assets | $ 1,264,700 | $ 1,264,700 | ||||
Discount rate on intangible assets | 21.00% | |||||
Impairment charge on definite-lived intangible assets | $ 1,264,700 |
Related Party Transactions an44
Related Party Transactions and Balances (Details) | 9 Months Ended |
Jun. 30, 2016 | |
Jet Key Limited ("Jet Key") [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship, Description | A below 1% shareholder of the Company |
Shenzhen Bayi Consulting Co. Ltd. ("Bayi") [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship, Description | A below 5% shareholder of the Company |
Ace Keen Limited ("Ace Keen") [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship, Description | A below 1% shareholder of the Company |
Moxian China Limited [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship, Description | A 27.5% shareholder of the Company |
Zhang Xin [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship, Description | A below 5% shareholder of the Company |
Beijing Xinhua Huifeng Equity Investment Center ("Xinhua") [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship, Description | A Shareholder of the Company (see note 6) |
Zhongtou Huifeng Investment Management (Beijing) Co. Ltd [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship, Description | Affiliated company of Xinhua |
Morolling International HK Limited (Morolling) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship, Description | A below 5% shareholder of the Company |
Related Party Transactions an45
Related Party Transactions and Balances (Details 1) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Related Party Transaction [Line Items] | |||
Amount due to related parties | $ 2,839,158 | $ 1,462,525 | $ 6,151,932 |
Bayi [Member] | |||
Related Party Transaction [Line Items] | |||
Amount due to related parties | 1,434,189 | 1,286,811 | |
Moxian China Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Amount due to related parties | 733,134 | (50,256) | |
Jet Key [Member] | |||
Related Party Transaction [Line Items] | |||
Amount due to related parties | 211,343 | 202,373 | |
Ace Keen [Member] | |||
Related Party Transaction [Line Items] | |||
Amount due to related parties | 98,522 | 23,597 | |
Zhang Xin [Member] | |||
Related Party Transaction [Line Items] | |||
Amount due to related parties | 98,919 | ||
Zhongtou [Member] | |||
Related Party Transaction [Line Items] | |||
Amount due to related parties | 16,224 | ||
Xinhua [Member] | |||
Related Party Transaction [Line Items] | |||
Amount due to related parties | $ 246,827 |
Related Party Transactions an46
Related Party Transactions and Balances (Details 2) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Summary of Loans from shareholders | |||
Loans from shareholders | $ 2,839,158 | $ 1,462,525 | $ 6,151,932 |
Within 1 month [Member] | |||
Summary of Loans from shareholders | |||
Loans from shareholders | |||
1 to 3 months [Member] | |||
Summary of Loans from shareholders | |||
Loans from shareholders | |||
More than 3 months but less than 12 months [Member] | |||
Summary of Loans from shareholders | |||
Loans from shareholders | $ 1,462,525 | $ 6,151,932 |
Related Party Transactions an47
Related Party Transactions and Balances (Details Textual) | Mar. 15, 2016USD ($) | Mar. 14, 2016USD ($) | Mar. 10, 2016USD ($) | Mar. 07, 2016USD ($) | Feb. 26, 2016USD ($) | Feb. 02, 2016USD ($) | Feb. 01, 2016USD ($) | Nov. 12, 2015USD ($) | Nov. 09, 2015USD ($) | May 04, 2015USD ($) | Jun. 28, 2016USD ($) | Mar. 21, 2016USD ($) | Dec. 25, 2015USD ($) | Dec. 24, 2015USD ($) | Nov. 25, 2015USD ($) | Nov. 20, 2015USD ($) | Mar. 28, 2015USD ($) | Nov. 30, 2014USD ($) | Jun. 15, 2016USD ($) | Jun. 08, 2016USD ($) | Jun. 27, 2016USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015CNY (¥) | Jun. 30, 2016USD ($) | Jun. 28, 2016CNY (¥) | Jun. 27, 2016CNY (¥) | Jun. 15, 2016HKD | Jun. 08, 2016CNY (¥) | Mar. 21, 2016HKD | Mar. 15, 2016CNY (¥) | Mar. 14, 2016HKD | Mar. 10, 2016CNY (¥) | Mar. 07, 2016HKD | Feb. 26, 2016CNY (¥) | Feb. 26, 2016HKD | Feb. 02, 2016CNY (¥) | Feb. 02, 2016HKD | Feb. 01, 2016CNY (¥) | Feb. 01, 2016HKD | Dec. 25, 2015CNY (¥) | Dec. 24, 2015HKD | Nov. 25, 2015HKD | Nov. 20, 2015HKD | Nov. 12, 2015HKD | Nov. 09, 2015HKD | Sep. 30, 2015CNY (¥) | Jun. 30, 2015CNY (¥) | Mar. 28, 2015CNY (¥) | Nov. 30, 2014CNY (¥) |
Bayi [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 4,213,841 | $ 147,378 | ||||||||||||||||||||||||||||||||||||||||||||||||
Moxian China Limited [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | 26,906 | 783,390 | ||||||||||||||||||||||||||||||||||||||||||||||||
Zhang Xin [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | 98,919 | |||||||||||||||||||||||||||||||||||||||||||||||||
Ace Keen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of loan | 256,753 | |||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | 74,925 | |||||||||||||||||||||||||||||||||||||||||||||||||
Jet Key [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of loan | 435,414 | |||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 122,144 | 8,970 | ||||||||||||||||||||||||||||||||||||||||||||||||
Term of loan | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||
Zhongtou [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | 16,224 | |||||||||||||||||||||||||||||||||||||||||||||||||
Xinhua [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 246,827 | |||||||||||||||||||||||||||||||||||||||||||||||||
Moroling [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of loan | 117,009 | |||||||||||||||||||||||||||||||||||||||||||||||||
Moxian Shenzhen and Shenzhen Bayi [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of loan | $ 332,480 | ¥ 2,080,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 155,054 | $ 38,763 | $ 46,516 | $ 686,432 | $ 1,151,358 | $ 998,559 | $ 1,231,125 | ¥ 7,650,000 | ¥ 1,000,000 | ¥ 250,000 | ¥ 300,000 | ¥ 4,560,883 | ¥ 8,180,000 | ¥ 6,100,000 | ||||||||||||||||||||||||||||||||||||
Term of loan | 1 year | 1 year | 1 year | 1 year | 1 year | 12 months | 12 months | 12 months | ||||||||||||||||||||||||||||||||||||||||||
Shenzhen Moyi and Shenzhen Bayi [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 33,854 | ¥ 218,340 | ||||||||||||||||||||||||||||||||||||||||||||||||
Term of loan | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||
Moxian HK and Moxian China Limited [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 77,371 | $ 38,686 | $ 25,790 | $ 64,476 | $ 44,852 | $ 77,371 | $ 167,639 | $ 167,639 | $ 342,568 | HKD 2,657,440 | HKD 600,000 | HKD 600,000 | HKD 300,000 | HKD 200,000 | HKD 500,000 | HKD 1,300,000 | HKD 1,300,000 | HKD 348,000 | ||||||||||||||||||||||||||||||||
Term of loan | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | |||||||||||||||||||||||||||||||||||||||||
Moxian BJ and Xinhua Huifeng [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 13,955 | ¥ 90,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Term of loan | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||
Moxian Hk and Zhang Xin [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 98,971 | $ 167,639 | $ 167,639 | HKD 1,300,000 | HKD 1,300,000 | HKD 767,500 | ||||||||||||||||||||||||||||||||||||||||||||
Term of loan | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||
Moxian Hk and Ace Keen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 75,648 | HKD 589,259 | ||||||||||||||||||||||||||||||||||||||||||||||||
Term of loan | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||
Moxian Beijing and Zhongtou [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 15,505 | $ 1,174 | ¥ 7,800 | ¥ 100,000 | HKD 100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Term of loan | 1 year | 1 year | ||||||||||||||||||||||||||||||||||||||||||||||||
Moyi and Ace Keen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 23,258 | ¥ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Term of loan | 2 years | |||||||||||||||||||||||||||||||||||||||||||||||||
Moyi and Jet Key [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 79,078 | ¥ 510,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Term of loan | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||||
Moxian Shenzhen and Xinhua Huifeng [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan borrowed | $ 233,282 | ¥ 1,550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Term of loan | 1 year |
Capital Stock (Details)
Capital Stock (Details) | Feb. 22, 2016shares | Aug. 14, 2015USD ($)$ / sharesshares | Aug. 13, 2015USD ($)shares | Jun. 04, 2015Merchantsshares | Apr. 24, 2015USD ($)$ / sharesshares | Apr. 24, 2015CNY (¥)shares | Jun. 20, 2016 | Feb. 28, 2016USD ($)$ / sharesshares | Sep. 30, 2015$ / sharesshares | Jan. 30, 2015USD ($)shares | Jun. 30, 2016$ / sharesshares | Dec. 22, 2015$ / sharesshares | Sep. 30, 2014$ / sharesshares |
Shareholders Equity (Textual) | |||||||||||||
Common stock shares subject to cancellation | 47,422,541 | ||||||||||||
Percentage of common stock | 42.93% | ||||||||||||
Sale of common stock shares | 4,095,010 | ||||||||||||
Sale of common stock, price per share | $ / shares | $ 2 | ||||||||||||
Gross proceeds from issuance of common stock | $ | $ 5,505,915 | ||||||||||||
Conversion of common stock amount | $ | $ 8,584,944 | ||||||||||||
Reverse stock split ratio, Description | The Board of Directors approved a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), at a ratio of 1-for-2 (the "Reverse Stock Split"). | ||||||||||||
Changes in capital structure, Description | The number of shares of the Company's authorized Common Stock was correspondingly reduced from 500,000,000 shares to 250,000,000 shares without changes in par value per share. | ||||||||||||
Common stock, shares outstanding | 107,333,472 | 64,005,949 | 107,333,472 | 99,150,000 | |||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares issued | |||||||||||||
Preferred stock, shares outstanding | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Conversion price | $ / shares | $ 2 | $ 1 | |||||||||||
Ace Keen Limited [Member] | |||||||||||||
Shareholders Equity (Textual) | |||||||||||||
Conversion of common stock amount | $ | $ 8,584,944 | ||||||||||||
Conversion of common stock shares | 4,292,472 | ||||||||||||
Jet Key Limited [Member] | |||||||||||||
Shareholders Equity (Textual) | |||||||||||||
Conversion of common stock amount | $ | $ 8,584,944 | ||||||||||||
Conversion of common stock shares | 4,292,472 | ||||||||||||
Morolling International Hk Limited [Member] | |||||||||||||
Shareholders Equity (Textual) | |||||||||||||
Conversion of common stock amount | $ | $ 8,584,944 | ||||||||||||
Conversion of common stock shares | 4,292,472 | ||||||||||||
Shenzhen Bayi Consulting Co., Ltd [Member] | |||||||||||||
Shareholders Equity (Textual) | |||||||||||||
Conversion of common stock amount | $ | $ 8,584,944 | ||||||||||||
Conversion of common stock shares | 4,292,472 | ||||||||||||
Rebl [Member] | |||||||||||||
Shareholders Equity (Textual) | |||||||||||||
Conversion of common stock amount | $ | $ 3,891,000 | $ 3,891,000 | |||||||||||
Conversion of common stock shares | 1,945,500 | 3,891,000 | |||||||||||
Convertible note principal amount | $ | $ 7,782,000 | ||||||||||||
Convertible promissory note | $ | 1 | ||||||||||||
Principal amount of note | $ | $ 7,782,000 | ||||||||||||
Additional shares of common stock | 1,945,500 | ||||||||||||
Good Eastern Investment Limited [Member] | |||||||||||||
Shareholders Equity (Textual) | |||||||||||||
Common stock shares subject to cancellation | 9,990,000 | ||||||||||||
Stellar Elite Limited [Member] | |||||||||||||
Shareholders Equity (Textual) | |||||||||||||
Common stock shares subject to cancellation | 19,830,000 | ||||||||||||
Moxian China Limited [Member] | |||||||||||||
Shareholders Equity (Textual) | |||||||||||||
Common stock shares subject to cancellation | 17,602,541 | ||||||||||||
Zhongtou Subscription Agreement [Member] | |||||||||||||
Shareholders Equity (Textual) | |||||||||||||
Sale of common stock shares | 4,084,500 | 4,084,500 | |||||||||||
Sale of common stock, price per share | $ / shares | $ 2 | ||||||||||||
Gross proceeds from issuance of common stock | $ 8,190,000 | ¥ 50,000,000 | |||||||||||
Purchase of common stock by warrant | 16,000,000 | 16,000,000 | |||||||||||
Warrants exercise price | $ / shares | $ 4 | ||||||||||||
Xinhua Subscription Agreement [Member] | |||||||||||||
Shareholders Equity (Textual) | |||||||||||||
Issue of common stock, shares | 4,095,000 | 2,000,000 | |||||||||||
Gross proceeds from issuance of common stock | $ | $ 8,190,000 | ||||||||||||
Purchase of common stock by warrant | 16,000,000 | ||||||||||||
Warrant expiration date | Sep. 30, 2015 | ||||||||||||
Number of merchants | Merchants | 25,000 | ||||||||||||
New subscription agreement, Description | Company shall issue an additional number of shares of Common Stock to Xinhua, equal to 50% of the accumulated number of Warrant Shares exercised and acquired by Xinhua as of September 30, 2016, for no additional consideration ("Make Good Provision"). The Make Good Provision will be available only if Xinhua has exercised the Warrant and acquired more than 8,000,000 Warrant Shares (the "Condition"). |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 60 Months Ended | ||||||||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2010 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2015 | ||
Summary of computation of basic and diluted net income per common share | ||||||||||||
Net loss attributable to ordinary shareholders for computing basic and diluted net loss per ordinary share | $ (3,852,653) | $ (1,916,140) | $ (21) | $ (9,382,343) | $ (4,063,639) | $ (14,690) | $ (6,173,646) | $ (4,791,342) | $ (33,572) | $ (12,606) | $ (11,174,812) | |
Weighted average number of common shares outstanding - Basic and diluted | [1] | 45,598,135 | 99,150,000 | 86,755,026 | 99,150,000 | 99,998,087 | 99,150,000 | |||||
Basic earnings per share | [2] | $ (0.06) | $ (0.05) | |||||||||
Diluted earnings per share | [2] | $ (0.06) | $ (0.05) | |||||||||
[1] | * Retroactively restated for effect of 1 for 2 reverse stock split on June 20, 2016 | |||||||||||
[2] | *Retroactively restated for effect of 1:2 reserve stock split on June 20, 2016 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
Income taxes (Textual) | |||||
PRC statutory rate, percentage | 25.00% | ||||
Operating loss carry forward | $ 1,700,000 | $ 1,700,000 | |||
Operating loss carryforwards, description | Future net operation losses of approximately $ 1.7 million is available to offset future operating income through 2026. | ||||
Effective income tax rate | 0.30% | 0.40% | |||
PRC subsidiaries subject to income tax rate | 25.00% | ||||
Deferred tax asset on net operating losses | $ 85,981 | $ 85,981 | $ 52,609 | ||
Hong Kong [Member] | |||||
Income taxes (Textual) | |||||
Effective income tax rate | 16.50% | 16.50% | 16.50% | 16.50% | |
Maximum [Member] | |||||
Income taxes (Textual) | |||||
PRC statutory rate, percentage | 35.00% | ||||
Minimum [Member] | |||||
Income taxes (Textual) | |||||
PRC statutory rate, percentage | 15.00% |
Commitments and Contingencies51
Commitments and Contingencies (Details) | Jun. 30, 2016USD ($) |
Schedule of operating leases minimum rentals | |
2,017 | $ 750,974 |
2,018 | 594,077 |
2,019 | 18,813 |
Total minimum lease payments | $ 1,363,864 |
Commitments and Contingencies52
Commitments and Contingencies (Details 1) | Jun. 30, 2016USD ($) |
For the twelve months ended | |
June 30, 2017 | $ 924,860 |
June 30, 2018 | 1,541,433 |
June 30, 2019 | 1,541,433 |
June 30, 2020 | 1,541,433 |
December 31, 2020 | 1,079,003 |
Total agency payments | $ 6,628,162 |
Commitments and Contingencies53
Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Commitments and contingencies (Textual) | ||||
Rental expenses under operating leases | $ 94,877 | $ 93,394 | $ 513,472 | $ 164,209 |
Agency fee of first year | 924,860 | 924,860 | ||
Agency fee of second year | 1,541,433 | 1,541,433 | ||
Advertising agency fee | 462,430 | 462,430 | ||
Xinhua New Media Co. Ltd [Member] | ||||
Commitments and contingencies (Textual) | ||||
Agency fee of first year | 924,860 | 924,860 | ||
Agency fee of second year | $ 1,500,000 | $ 1,500,000 | ||
Expiration date of agreement | Dec. 31, 2020 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 15, 2016USD ($)Loans | Jun. 20, 2016 | Jul. 15, 2016CNY (¥)Loans |
Subsequent Events (Textual) | |||
Reverse stock split ratio, Description | The Board of Directors approved a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), at a ratio of 1-for-2 (the "Reverse Stock Split"). | ||
Changes in capital structure, Description | The number of shares of the Company's authorized Common Stock was correspondingly reduced from 500,000,000 shares to 250,000,000 shares without changes in par value per share. | ||
Subsequent Event [Member] | Moxian Shenzhen and Shenzhen Bayi [Member] | |||
Subsequent Events (Textual) | |||
Number of loan agreements | 4 | 4 | |
Loan borrowed | $ 207,244 | ¥ 1,377,000 | |
Term of loan | 1 year | ||
Subsequent Event [Member] | Moxian Beijing and Xinhua Huifeng [Member] | |||
Subsequent Events (Textual) | |||
Loan borrowed | $ 97,828 | ¥ 650,000 | |
Term of loan | 1 year |