Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Mar. 31, 2022 | May 23, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Nukkleus Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 367,175,886 | |
Amendment Flag | false | |
Entity Central Index Key | 0001592782 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55922 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 38-3912845 | |
Entity Address, Address Line One | 525 Washington Boulevard | |
Entity Address, City or Town | Jersey City | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07310 | |
Local Phone Number | 791-4663 | |
City Area Code | 212 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
CURRENT ASSETS: | ||
Cash | $ 50,444 | $ 355,673 |
Accounts receivable | 55,892 | 57,953 |
Due from affiliates | 1,479,413 | 2,617,873 |
Other current assets | 26,627 | 12,221 |
TOTAL CURRENT ASSETS | 1,612,376 | 3,043,720 |
NON-CURRENT ASSETS: | ||
Cost method investment | 6,602,000 | |
Equity method investment | 4,929,381 | |
Intangible assets, net | 9,260,888 | 13,616,116 |
TOTAL NON-CURRENT ASSETS | 20,792,269 | 13,616,116 |
TOTAL ASSETS | 22,404,645 | 16,659,836 |
CURRENT LIABILITIES: | ||
Due to affiliates | 4,026,354 | 4,257,792 |
Accounts payable and accrued liabilities | 561,460 | 380,721 |
TOTAL CURRENT LIABILITIES | 4,587,814 | 4,638,513 |
TOTAL LIABILITIES | 4,587,814 | 4,638,513 |
CONTINGENCY - (Note 13) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock ($0.0001 par value; 15,000,000 shares authorized; 0 share issued and outstanding at March 31, 2022 and September 30, 2021) | ||
Common stock ($0.0001 par value; 900,000,000 shares authorized; 367,175,886 and 332,024,371 shares issued and outstanding at March 31, 2022 and September 30, 2021, respectively) | 36,718 | 33,203 |
Additional paid-in capital | 24,127,298 | 14,474,839 |
Accumulated deficit | (6,366,612) | (2,495,159) |
Accumulated other comprehensive income - foreign currency translation adjustment | 19,427 | 8,440 |
TOTAL STOCKHOLDERS’ EQUITY | 17,816,831 | 12,021,323 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 22,404,645 | $ 16,659,836 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, share issued | 0 | 0 |
Preferred stock, share outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 367,175,886 | 332,024,371 |
Common stock, shares outstanding | 367,175,886 | 332,024,371 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUES | ||||
Revenue - general support services - related party | $ 4,800,000 | $ 4,800,000 | $ 9,600,000 | $ 9,600,000 |
Revenue - financial services | 289,017 | 618,032 | ||
Total revenues | 5,089,017 | 4,800,000 | 10,218,032 | 9,600,000 |
COSTS OF REVENUES | ||||
Cost of revenue - general support services - related party | 4,725,000 | 4,725,000 | 9,450,000 | 9,450,000 |
Cost of revenue - financial services | 163,583 | 324,425 | ||
Total costs of revenues | 4,888,583 | 4,725,000 | 9,774,425 | 9,450,000 |
GROSS PROFIT | ||||
Gross profit - general support services - related party | 75,000 | 75,000 | 150,000 | 150,000 |
Gross profit - financial services | 125,434 | 293,607 | ||
Total gross profit | 200,434 | 75,000 | 443,607 | 150,000 |
OPERATING EXPENSES: | ||||
Advertising and marketing | 163,427 | 198,649 | ||
Professional fees | 1,066,816 | 51,500 | 1,988,548 | 138,272 |
Amortization of intangible assets | 592,891 | 1,504,834 | ||
Other general and administrative | 231,022 | 21,941 | 548,921 | 62,254 |
Total operating expenses | 2,054,156 | 73,441 | 4,240,952 | 200,526 |
(LOSS) INCOME FROM OPERATIONS | (1,853,722) | 1,559 | (3,797,345) | (50,526) |
OTHER EXPENSE: | ||||
Loss from equity method investment | (70,619) | (70,619) | ||
Other expense | (2,273) | (1,510) | (3,489) | (3,020) |
Total other expense | (72,892) | (1,510) | (74,108) | (3,020) |
(LOSS) INCOME BEFORE INCOME TAXES | (1,926,614) | 49 | (3,871,453) | (53,546) |
INCOME TAXES | ||||
NET (LOSS) INCOME | (1,926,614) | 49 | (3,871,453) | (53,546) |
COMPREHENSIVE (LOSS) INCOME: | ||||
NET (LOSS) INCOME | (1,926,614) | 49 | (3,871,453) | (53,546) |
OTHER COMPREHENSIVE INCOME | ||||
Unrealized foreign currency translation gain | 13,214 | 10,987 | ||
COMPREHENSIVE (LOSS) INCOME | $ (1,913,400) | $ 49 | $ (3,860,466) | $ (53,546) |
NET (LOSS) INCOME PER COMMON SHARE: | ||||
Basic (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Diluted (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic (in Shares) | 354,549,624 | 230,485,100 | 345,031,364 | 230,485,100 |
Diluted (in Shares) | 354,549,624 | 231,735,100 | 345,031,364 | 230,485,100 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders’ Equity |
Balance at Sep. 30, 2020 | $ 23,049 | $ 141,057 | $ (1,558,313) | $ (1,394,207) | ||
Balance (in Shares) at Sep. 30, 2020 | 230,485,100 | |||||
Net income (Loss) | (53,595) | (53,595) | ||||
Balance at Dec. 31, 2020 | $ 23,049 | 141,057 | (1,611,908) | (1,447,802) | ||
Balance (in Shares) at Dec. 31, 2020 | 230,485,100 | |||||
Net income (Loss) | 49 | 49 | ||||
Balance at Mar. 31, 2021 | $ 23,049 | 141,057 | (1,611,859) | (1,447,753) | ||
Balance (in Shares) at Mar. 31, 2021 | 230,485,100 | |||||
Balance at Sep. 30, 2021 | $ 33,203 | 14,474,839 | (2,495,159) | $ 8,440 | 12,021,323 | |
Balance (in Shares) at Sep. 30, 2021 | 332,024,371 | |||||
Adjustment for asset acquisition | (2,861,631) | (2,861,631) | ||||
Common stock issued in connection with cost method investment | $ 2,000 | 6,600,000 | 6,602,000 | |||
Common stock issued in connection with cost method investment (in Shares) | 20,000,000 | |||||
Stock-based compensation | 378,746 | 378,746 | ||||
Net income (Loss) | (1,944,839) | (1,944,839) | ||||
Foreign currency translation adjustment | (2,227) | (2,227) | ||||
Balance at Dec. 31, 2021 | $ 35,203 | 18,591,954 | (4,439,998) | 6,213 | 14,193,372 | |
Balance (in Shares) at Dec. 31, 2021 | 352,024,371 | |||||
Common stock issued in connection with cost method investment | $ 1,515 | 4,998,485 | 5,000,000 | |||
Common stock issued in connection with cost method investment (in Shares) | 15,151,515 | |||||
Stock options issued for the purchase of an intangible asset | 11,237 | 11,237 | ||||
Stock-based compensation | 525,622 | 525,622 | ||||
Net income (Loss) | (1,926,614) | (1,926,614) | ||||
Foreign currency translation adjustment | 13,214 | 13,214 | ||||
Balance at Mar. 31, 2022 | $ 36,718 | $ 24,127,298 | $ (6,366,612) | $ 19,427 | $ 17,816,831 | |
Balance (in Shares) at Mar. 31, 2022 | 367,175,886 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,871,453) | $ (53,546) |
Adjustments to reconcile net loss to net cash | ||
Amortization of debt discount | 1,145 | |
Amortization of intangible assets | 1,504,834 | |
Stock-based compensation and service expense | 904,368 | |
Provision for bad debt | 12 | |
Loss on equity method investment | 70,619 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 667 | |
Other current assets | (14,943) | (334) |
Due from affiliates | 1,138,460 | 791,899 |
Due to affiliates | (224,287) | (770,730) |
Accounts payable and accrued liabilities | 187,364 | 48,202 |
Net cash (used in) provided by operating activities | (304,371) | 16,648 |
EFFECT OF EXCHANGE RATE ON CASH | (858) | |
NET (DECREASE) INCREASE IN CASH | (305,229) | 16,648 |
Cash - beginning of period | 355,673 | 82,849 |
Cash - end of period | 50,444 | 99,497 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in connection with cost method investment | 6,602,000 | |
Common stock issued in connection with equity method investment | 5,000,000 | |
Stock options issued for the purchase of an intangible asset | $ 11,237 |
The Company History and Nature
The Company History and Nature of the Business | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
THE COMPANY HISTORY AND NATURE OF THE BUSINESS | NOTE 1 – THE COMPANY HISTORY AND NATURE OF THE BUSINESS Nukkleus Inc. (f/k/a Compliance & Risk Management Solutions Inc.) (“Nukkleus” or the “Company”) was formed on July 29, 2013 in the State of Delaware as a for-profit Company and established a fiscal year end of September 30. The Company is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. The Company primarily provides its software, technology, customer sales and marketing and risk management technology hardware and software solutions package to Triton Capital Markets Ltd. (“TCM”), formerly known as FXDD Malta Limited (“FXDD Malta”). The FXDD brand (e.g., see FXDD.com) is the brand utilized in the retail forex trading industry by TCM. Nukkleus Limited, a wholly-owned subsidiary of the Company, provides its software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a General Services Agreement (“GSA”) to TCM. TCM is a private limited liability company formed under the laws of Malta. The GSA provides that TCM will pay Nukkleus Limited at minimum $1,600,000 per month. Emil Assentato is also the majority member of Max Q Investments LLC (“Max Q”), which is managed by Derivative Marketing Associates Inc. (“DMA”). Mr. Assentato, who is our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and chairman, is the sole owner and manager of DMA. Max Q owns 79% of Currency Mountain Malta LLC, which in turn is the sole shareholder of TCM. In addition, in order to appropriately service TCM, Nukkleus Limited entered into a GSA with FXDirectDealer LLC (“FXDIRECT”), which provides that Nukkleus Limited will pay FXDIRECT a minimum of $1,575,000 per month in consideration of providing personnel engaged in operational and technical support, marketing, sales support, accounting, risk monitoring, documentation processing and customer care and support. FXDIRECT may terminate this agreement upon providing 90 days’ written notice. Currency Mountain Holdings LLC is the sole shareholder of FXDIRECT. Max Q is the majority shareholder of Currency Mountain Holdings LLC. In July 2018, the Company incorporated Nukkleus Malta Holding Ltd., which is a wholly-owned subsidiary. In July 2018, Nukkleus Malta Holding Ltd. incorporated Markets Direct Technology Group Ltd (“MDTG”), formerly known as Nukkleus Exchange Malta Ltd. MDTG was exploring potentially obtaining a license to operate an electronic exchange whereby it would facilitate the buying and selling of various digital assets as well as traditional currency pairs used in FX Trading. During the fourth quarter of fiscal 2020, management made the decision to exit the exchange business and to no longer pursue the regulatory licensing necessary to operate an exchange in Malta. On August 27, 2020, the Company renamed Nukkleus Exchange Malta Ltd. to Markets Direct Technology Group Ltd (“MDTG”). MDTG manages the technology and IP behind the Markets Direct brand (which is operated by TCM). MDTG holds all the IP addresses and all the software licenses in its name, and it holds all the IP rights to the brands such as Markets Direct and TCM. MDTG then leases out the rights to use these names/brands licenses to the appropriate entities. On May 24, 2021, the Company and the shareholders of Match Financial Limited (the “Match Shareholders”), a private limited company formed in England and Wales (“Match”), entered into a Purchase and Sale Agreement (the “Match Agreement”), pursuant to which the Company, on May 28, 2021, acquired 1,152 ordinary shares of Match representing 70% of the issued and outstanding ordinary shares of Match in consideration of 70,000,000 shares of common stock of the Company (the “Initial Transaction”). On August 30, 2021, the Company exercised its option pursuant to which it acquired from the Match Shareholders the balance of 493 ordinary shares of Match representing 30% of the issued and outstanding ordinary shares of Match for an additional 30,000,000 shares of common stock of the Company. Match is engaged in providing financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa. On October 20, 2021, the Company and the shareholders (the “Original Shareholders”) of Jacobi Asset Management Holdings Limited (“Jacobi”) entered into a Purchase and Sale Agreement (the “Jacobi Agreement”) pursuant to which the Company agreed to acquire 5.0% of the issued and outstanding ordinary shares of Jacobi in consideration of 20,000,000 shares of common stock of the Company (the “Jacobi Transaction”). On December 15, 2021, the Company, the Original Shareholders and the shareholders of Jacobi that were assigned their interest in Jacobi by the Original Shareholders (the “New Jacobi Shareholders”) entered into an Amendment to Stock Purchase Agreement agreeing that the Jacobi Transaction will be entered between the Company and the New Jacobi Shareholders. The Jacobi Transaction closed on December 15, 2021. Jacobi is a company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF. On December 30, 2021, the Company and the shareholder (the “Digiclear Shareholder”) of Digiclear Ltd. (“Digiclear”) entered into a Purchase and Sale Agreement (the “Digiclear Agreement) pursuant to which the Company agreed to acquire 5,400,000 of the issued and outstanding ordinary shares of Digiclear in consideration of 15,151,515 shares of common stock of the Company (the “Digiclear Transaction”). The Digiclear Transaction closed on March 17, 2022. Digiclear is a company focused on digital asset custody and settlement. The unaudited condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company incurred a net loss and generated negative cash flow from operating activities for the six months ended March 31, 2022 of $3,871,453 and $304,371, respectively, and had a working capital deficit of $2,975,438 at March 31, 2022. The Company’s ability to continue as a going concern is dependent upon the management of expenses and ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. We cannot be certain that such necessary capital through equity or debt financings will be available to us or whether such capital will be available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact our business. In the event that there are any unforeseen delays or obstacles in obtaining funds through the aforementioned sources, Currency Mountain Holdings Bermuda, Limited (“CMH”), which is wholly-owned by an entity that is majority-owned by Mr. Assentato, has committed to inject capital into the Company in order to maintain the ongoing operations of the business. The ramifications of the outbreak of the novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption. The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. These accounts were prepared under the accrual basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021 filed with the Securities and Exchange Commission on December 29, 2021. The consolidated balance sheet as of September 30, 2021 contained herein has been derived from the audited consolidated financial statements as of September 30, 2021, but does not include all disclosures required by U.S. GAAP. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three and six months ended March 31, 2022 and 2021 include the useful life of intangible assets, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation. Cash and cash equivalents At March 31, 2022 and September 30, 2021, the Company’s cash balances by geographic area were as follows: Country: March 31, 2022 September 30, 2021 United States $ 3,005 6.0 % $ 327,443 92.1 % United Kingdom 47,265 93.7 % 28,056 7.9 % Malta 174 0.3 % 174 0.0 % Total cash $ 50,444 100.0 % $ 355,673 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at March 31, 2022 and September 30, 2021. Fair value of financial instruments and fair value measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature. Credit risk and uncertainties The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At March 31, 2022, the Company’s cash balances in United States bank accounts were not in excess of the federally-insured limits. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. Accounts receivable and allowance for doubtful accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable at March 31, 2022 and September 30, 2021. The Company historically has not experienced significant uncollectible accounts receivable. Other current assets Other current assets primarily consist of prepaid professional service fees and prepaid OTC Markets listing fees. As of March 31, 2022 and September 30, 2021, other current assets amounted to $26,627 and $12,221, respectively. Investments Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Under the cost method, investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. The Company periodically evaluates its cost method investment for impairment due to decline considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in “Other income (expense), net” in the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income, and a new basis in the investment is established. The Company uses the equity method of accounting for its investments in, and earning or loss of, a company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. Intangible assets Intangible assets consist of trade names, regulatory licenses, technology and software, which are being amortized on a straight-line method over the estimated useful life of 3 - 5 years. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There were no triggering events requiring assessment of impairment as of March 31, 2022 and September 30, 2021. For the three and six months ended March 31, 2022 and 2021, no impairment of long-lived assets was recognized. Revenue recognition The Company accounts for revenue under the provisions of ASC Topic 606. The Company’s revenues are derived from providing: ● General support services under a GSA to a related party. The transaction price is determined in accordance with the terms of the GSA and payments are due on a monthly basis. There are multiple services provided under the GSA and these performance obligations are combined into a single unit of accounting. Fees are recognized as revenue over time as the services are rendered under the terms of the GSA. Revenue is recorded at gross as the Company is deemed to be a principal in the transactions. ● Financial services to its customers. Revenue related to its financial services offerings are recognized at a point in time when service is rendered. Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa In the following table, revenues are disaggregated by segment for the three and six months ended March 31, 2022 and 2021: Three Months Ended Six Months Ended Revenue Stream 2022 2021 2022 2021 General support services $ 4,800,000 $ 4,800,000 $ 9,600,000 $ 9,600,000 Financial services 289,017 - 618,032 - Total revenues $ 5,089,017 $ 4,800,000 $ 10,218,032 $ 9,600,000 Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the three and six months ended March 31, 2022, advertising and marketing costs amounted to $163,427 and $198,649, respectively, which was included in operating expenses on the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income. For the three and six months ended March 31, 2021, the Company did not incur any advertising and marketing costs. Stock-based compensation The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal and foreign tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the period of the change in estimate. The Company follows the provisions of FASB ASC 740-10 Uncertainty in Income Taxes (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three and six months ended March 31, 2022 and 2021, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method) and the conversion of Series A preferred stock (using the if-converted method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following is a reconciliation of the basic and diluted net (loss) income per share computations for the three and six months ended March 31, 2022 and 2021: Basic net (loss) income per share Three Months Ended Three Months Ended Six Months Six Months Ended Net (loss) income available to common stockholders for basic net (loss) income per share of common stock $ (1,926,614 ) $ 49 $ (3,871,453 ) $ (53,546 ) Weighted average common stock outstanding - basic 354,549,624 230,485,100 345,031,364 230,485,100 Net (loss) income per share: Basic $ (0.01 ) $ 0.00 $ (0.01 ) $ (0.00 ) Diluted net (loss) income per share Three Months Ended Three Months Ended Six Months Six Months Ended Net (loss) income available to common stockholders for basic net (loss) income per share of common stock $ (1,926,614 ) $ 49 $ (3,871,453 ) $ (53,546 ) Add: interest expense for redeemable preferred stock - 937 - - Subtract: unamortized debt discount for redeemable preferred stock - (401 ) - - Net (loss) income available to common stockholders for diluted net (loss) income per share of common stock $ (1,926,614 ) $ 585 $ (3,871,453 ) $ (53,546 ) Weighted average common stock outstanding - basic 354,549,624 230,485,100 345,031,364 230,485,100 Effect of dilutive securities: Series A preferred stock - 1,250,000 - - Weighted average common stock outstanding - diluted 354,549,624 231,735,100 345,031,364 230,485,100 Net (loss) income per share: Diluted $ (0.01 ) $ 0.00 $ (0.01 ) $ (0.00 ) The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Six Months Ended 2022 2021 2022 2021 Stock options 5,850,000 - 5,850,000 - Convertible preferred stock - - - 1,250,000 Potentially dilutive securities 5,850,000 - 5,850,000 1,250,000 Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar and the functional currency of Match Financial Limited and its subsidiaries is the British Pound (“GBP”). Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and shareholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at March 31, 2022 and September 30, 2021 were translated at 0.7611 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the six months ended March 31, 2022 was 0.7439 GBP to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive (loss) income Comprehensive (loss) income is comprised of net (loss) income and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive (loss) income for the three and six months ended March 31, 2022 and 2021 consisted of net (loss) income and unrealized gain from foreign currency translation adjustment. Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures. Reclassifications Reclassifications occurred to certain prior year amounts in order to confirm to the current year presentation. The reclassifications had no effect on the previously reported net loss. |
Cost Method Investment
Cost Method Investment | 6 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
COST METHOD INVESTMENT | NOTE 4 – COST METHOD INVESTMENT At March 31, 2022, cost method investment amounted to $6,602,000. The investment represents the Company’s minority interest in Jacobi Asset Management Holdings Limited (“Jacobi”), a private company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF. On December 15, 2021, the Company issued 20,000,000 shares of its common stock to Jacobi’s shareholders for acquisition of 5.0% equity interest of Jacobi. These shares were valued at $6,602,000, the fair market value on the grant date using the reported closing share price of the Company on the date of grant. In accordance with ASC Topic 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Company monitors its investment in the non-marketable security and will recognize, if ever existing, a loss in value which is deemed to be other than temporary. The Company determined that there was no impairment of this investment as of March 31, 2022. |
Equity Method Investment
Equity Method Investment | 6 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 5 – EQUITY METHOD INVESTMENT As of March 31, 2022, the equity method investment amounted to $4,929,381. The investment represents the Company’s interest in Digiclear Inc. (“Digiclear”). Digiclear was incorporated on July 13, 2021 in United Kingdom. The company and the other unrelated party accounted for 50% and 50% of the total ownership, respectively. Digiclear is focused on digital asset custody and settlement. The Company accounts for the investment in Digiclear under the equity method of accounting. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. For the period from March 17, 2022 (date of investment) through March 31, 2022, the Company’s share of Digiclear’s net loss of $30,320 and the adjustment for allocated amortization of intangible asset of $40,299 were included in loss from equity method investment in the accompanying condensed consolidated statements of operations and comprehensive (loss) income. The tables below present the summarized unaudited financial information, as provided to the Company by the investee, for the unconsolidated company: March 31, 2022 Current assets $ 290,515 Noncurrent assets 46,601 Current liabilities 70,116 Noncurrent liabilities - Equity 267,000 For the Period Net revenue $ - Gross profit - Loss from operations 60,641 Net loss 60,641 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Mar. 31, 2022 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible assets primarily consist of the valuation of identifiable intangible assets acquired, representing trade names, regulatory licenses, and technology. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. At March 31, 2022 and September 30, 2021, intangible assets consisted of the following: Useful Life March 31, September 30, 2021 Licenses and banking infrastructure (1) 10 Years $ - $ 14,085,402 Trade names 3 Years 784,246 - Regulatory licenses 3 Years 138,751 - Technology 5 Years 10,300,774 - Software 3 Years 11,237 - 11,235,008 14,085,402 Less: accumulated amortization (1,974,120 ) (469,286 ) $ 9,260,888 $ 13,616,116 (1) In February 2022, a third party valuation report in connection with the acquisition of Match was completed. As a result, the Company adjusted the previous estimated allocation to reflect the results of the third party valuation. The Company decreased its cost of intangible assets of $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. For the three and six months ended March 31, 2022, amortization expense amounted to $592,891 and $1,504,834, respectively. There was no comparable amortization for the three and six months ended March 31, 2021. Amortization of intangible assets attributable to future periods is as follows: For the Twelve-month Period Ending March 31: Amortization Amount 2023 $ 2,371,566 2024 2,371,566 2025 2,114,241 2026 2,060,155 2027 and thereafter 343,360 $ 9,260,888 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At March 31, 2022 and September 30, 2021, accounts payable and accrued liabilities consisted of the following: March 31, September 30, Directors’ compensation $ 190,538 $ 170,538 Professional fees 255,388 125,697 Accounts payable 110,000 54,831 Others 5,534 29,655 Total $ 561,460 $ 380,721 |
Share Capital
Share Capital | 6 Months Ended |
Mar. 31, 2022 | |
Share Capital [Abstract] | |
SHARE CAPITAL | NOTE 8 – SHARE CAPITAL Preferred stock The Company’s Board of Directors is authorized to issue, at any time, without further stockholder approval, up to 15,000,000 shares of preferred stock. The Board of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of preferred stock. Common stock issued for cost method investment On December 15, 2021, the Company issued 20,000,000 shares of its common stock to Jacobi Asset Management Holdings Limited’s shareholders as consideration of acquisition of 5.0% of the issued and outstanding ordinary shares of Jacobi. These shares were valued at $6,602,000, the fair market value on the grant date using the reported closing share price of the Company on the date of grant, and the Company recorded cost method investment of $6,602,000 (see Note 4). Common stock issued for equity method investment On March 17, 2022, the Company issued 15,151,515 shares of its common stock to Digiclear Shareholder for acquisition of 50% equity interest of Digiclear. These shares were valued at $5,000,000, the fair market value on the grant date using the reported closing share price on the date of grant. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at March 31, 2022: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at March 31, 2022 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at March 31, 2022 Weighted Average Exercise Price $ 0.09 – 1.00 4,850,000 3.52 $ 0.29 50,000 $ 0.40 2.50 1,000,000 4.47 2.50 - - $ 0.09 – 2.50 5,850,000 3.68 $ 0.67 50,000 $ 0.40 Stock option activities for the six months ended March 31, 2022 were as follows: Number of Options Weighted Average Exercise Price Outstanding at October 1, 2021 1,000,000 $ 2.50 Granted 4,850,000 0.29 Terminated / Exercised / Expired - - Outstanding at March 31, 2022 5,850,000 $ 0.67 Options exercisable at March 31, 2022 50,000 $ 0.40 Options expected to vest 5,800,000 $ 0.67 The aggregate intrinsic value of stock options outstanding and stock options exercisable at March 31, 2022 was $300,000 and $0, respectively. The fair values of options granted during the six months ended March 31, 2022 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 188.87% - 317.02%, risk-free rate of 0.39% - 1.26%, annual dividend yield of 0% and expected life of 1.00 - 5.00 years. The aggregate fair value of the options granted during the six months ended March 31, 2022 was $1,057,958. For the three and six months ended March 31, 2022, stock-based compensation expense associated with stock options granted amounted to $525,622 and $904,368, respectively, which was recorded as professional fees on the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income. There was no comparable stock-based compensation expense associated with stock options for the three and six months ended March 31, 2021. In January 2022, the Company issued 50,000 stock options for software purchase. The fair value of 50,000 stock options granted was $11,237 which was recorded as the cost of software. For the three and six months ended March 31, 2022, amortization in connection with the software amounted to $936, which was included in amortization of intangible assets on the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income. A summary of the status of the Company’s nonvested stock options granted as of March 31, 2022 and changes during the six months ended March 31, 2022 is presented below: Number of Options Weighted Average Exercise Price Nonvested at October 1, 2021 1,000,000 $ 2.50 Granted 4,850,000 0.29 Vested (50,000 ) (0.40 ) Nonvested at March 31, 2022 5,800,000 $ 0.67 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Services provided by related parties The Company uses affiliate employees for various services such as the use of accountants to record the books and accounts of the Company at no charge to the Company, which are considered immaterial. Office space from related parties The Company uses office space of affiliate companies, free of rent, which is considered immaterial. Revenue from related party and cost of revenue from related party The Company’s general support services operate under a GSA with TCM providing personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount received is $1,600,000. The Company’s general support services operate under a GSA with FXDIRECT receiving personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount payable is $1,575,000. Both of the above entities are affiliates through common ownership. During the three and six months ended March 31, 2022 and 2021, general support services provided to the related party, which was recorded as revenue – general support services - related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income were as follows: Three Months Ended Three Months Ended Six Months Six Months Ended Service provided to: TCM $ 4,800,000 $ 4,800,000 $ 9,600,000 $ 9,600,000 $ 4,800,000 $ 4,800,000 $ 9,600,000 $ 9,600,000 During the three and six months ended March 31, 2022 and 2021, services received from the related party, which was recorded as cost of revenue – general support services - related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income were as follows: Three Months Ended Three Months Ended Six Months Six Months Ended Service received from: FXDIRECT $ 4,725,000 $ 4,725,000 $ 9,450,000 $ 9,450,000 $ 4,725,000 $ 4,725,000 $ 9,450,000 $ 9,450,000 Due from affiliates At March 31, 2022 and September 30, 2021, due from related parties consisted of the following: March 31, 2022 September 30, NUKK Capital (*) $ - $ 144,696 TCM 1,479,413 2,473,177 Total $ 1,479,413 $ 2,617,873 (*) An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. The balance of due from NUKK Capital represent the Company’s prior investment in digital currency that was transferred to NUKK Capital in March 2019. The balance of due from TCM represent unsettled funds due related to the General Services Agreement and monies that the Company paid on behalf of TCM. Management believes that the related parties’ receivables are fully collectable. Therefore, no allowance for doubtful account is deemed to be required on its due from related parties at March 31, 2022 and September 30, 2021. The Company historically has not experienced uncollectible receivable from the related parties. Due to affiliates At March 31, 2022 and September 30, 2021, due to related parties consisted of the following: March 31, 2022 September 30, Forexware LLC (*) $ 924,229 $ 579,229 FXDIRECT 2,772,606 3,341,893 CMH 42,000 42,000 FXDD Trading (*) 287,519 294,670 Total $ 4,026,354 $ 4,257,792 (*) Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. The balances of due to related parties represent expenses paid by Forexware LLC, FXDIRECT, and FXDD Trading on behalf of the Company and advances from CMH. The balance due to FXDIRECT may also include unsettled funds due related to the General Service Agreement. The related parties’ payables are short-term in nature, non-interest bearing, unsecured and repayable on demand. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES The Company recorded no income tax expense for the three and six months ended March 31, 2022 and 2021 because the estimated annual effective tax rate was zero. As of March 31, 2022, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized. |
Concentrations
Concentrations | 6 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 11 – CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three and six months ended March 31, 2022 and 2021. Three Months Ended Six Months Ended Customer 2022 2021 2022 2021 A – related party 94.3 % 100 % 94.0 % 100 % One related party customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, and accounts receivable – related party (which is included in due from affiliates on the accompanying consolidated balance sheets) at March 31, 2022, accounted for 96.4% of the Company’s total outstanding accounts receivable, and accounts receivable – related party at March 31, 2022. One related party customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, and accounts receivable – related party (which is included in due from affiliates on the accompanying consolidated balance sheets) at September 30, 2021, accounted for 97.8% of the Company’s total outstanding accounts receivable, and accounts receivable – related party at September 30, 2021. Suppliers The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s costs of revenues for the three and six months ended March 31, 2022 and 2021. Three Months Ended Six Months Ended Supplier 2022 2021 2022 2021 A – related party 96.7 % 100 % 96.7 % 100 % One related party supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable, and accounts payable – related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at March 31, 2022, accounted for 96.2% of the Company’s total outstanding accounts payable, and accounts payable – related party at March 31, 2022. One related party supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable, and accounts payable – related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at September 30, 2021, accounted for 98.8% of the Company’s total outstanding accounts payable, and accounts payable – related party at September 30, 2021. |
Segment Information
Segment Information | 6 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 12 – SEGMENT INFORMATION For the three and six months ended March 31, 2022, the Company operated in two reportable business segments - (1) the general support services segment, in which we provide software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party; and (2) the financial services segment, in which we provide financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa. For the three and six months ended March 31, 2021, the Company operated in one reportable business segment – the general support services segment. The Company’s reportable segments are strategic business units that offer different services and products. They are managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the three and six months ended March 31, 2022 and 2021 was as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenues General support services $ 4,800,000 $ 4,800,000 $ 9,600,000 $ 9,600,000 Financial services 289,017 - 618,032 - Total 5,089,017 4,800,000 10,218,032 9,600,000 Costs of revenues General support services 4,725,000 4,725,000 9,450,000 9,450,000 Financial services 163,583 - 324,425 - Total 4,888,583 4,725,000 9,774,425 9,450,000 Gross profit General support services 75,000 75,000 150,000 150,000 Financial services 125,434 - 293,607 - Total 200,434 75,000 443,607 150,000 Operating expenses Financial services 804,833 - 2,054,477 - Corporate/Other 1,249,323 73,441 2,186,475 200,526 Total 2,054,156 73,441 4,240,952 200,526 Other expense Financial services 1,185 - 2,401 - Corporate/Other 71,707 1,510 71,707 3,020 Total 72,892 1,510 74,108 3,020 Net income (loss) General support services 75,000 75,000 150,000 150,000 Financial services (680,584 ) - (1,763,271 ) - Corporate/Other (1,321,030 ) (74,951 ) (2,258,182 ) (203,546 ) Total (1,926,614 ) 49 (3,871,453 ) (53,546 ) Amortization Financial services 591,955 - 1,503,898 - Corporate/Other 936 - 936 - Total $ 592,891 $ - $ 1,504,834 $ - Total assets at March 31, 2022 and September 30, 2021 March 31, 2022 September 30, Financial services $ 9,376,915 $ 13,703,140 Corporate/Other 13,027,730 2,956,696 Total $ 22,404,645 $ 16,659,836 |
Contingency
Contingency | 6 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCY | NOTE 13 – CONTINGENCY In April 16, 2020, the Company was named as a defendant in the Adversary Proceeding filed in the United States Bankruptcy Court for the District of Massachusetts (Case No. 15-10745-FJB; Adversary Proceeding No. 16-01178) titled In re: BT Prime Ltd (“BT Prime”). The Adversary Proceeding is brought by BT Prime against Boston Technologies Powered by Forexware LLC f/k/a Forexware LLC (“Forexware”), Currency Mountain Holdings LLC, Currency Mountain Holdings Limited f/k/a Forexware Malta Holdings Ltd., FXDirectDealer, LLC, FXDD Malta Ltd., Nukkleus Inc., Nukkleus Bermuda Limited and Currency Mountain Holdings Bermuda, Ltd. In the Amended Complaint, BT Prime is seeking, amongst other relief, a determination that the Company and the other defendants are liable for all of the debts of BT Prime stemming from its bankruptcy proceedings, and is seeking to recover certain amounts transferred to Forexware and FXDD Malta prior to the initiation of the bankruptcy case. In the sole claim asserted against the Company, BT Prime alleges that the Company operated as a single business enterprise with no separate existence outside of its collective business relationship with certain of the other Defendants, is a continuation of the business of Forexware and is a successor-in-interest to Forexware. Based on this theory, BT Prime alleges that the Company should be jointly and severally liable for any liability attributable to Forexware or the other Defendants, should the Court eventually find any such liability. It is the Company’s position that there is no basis for BT Prime’s claim against it and intends to vigorously defend against the claim at trial, the date for which has not yet been set. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Merger On February 22, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company and Brilliant Acquisition Corporation, a British Virgin Islands company (“Brilliant”). The Merger Agreement has been approved by the Company’s boards of directors. The transaction is expected to close in the third quarter of fiscal year 2022 provided however there is no guarantee that the transaction will close. White Lion Stock Purchase Agreement On May 17, 2022, the Company entered into a Stock Purchase Agreement (the “White Lion Agreement”) with White Lion Capital Partners, LLC a California-based investment fund (“White Lion”). Under the terms of the White Lion Agreement, the Company has the right, but not the obligation, to require White Lion to purchase shares of its common stock up to a maximum amount of $75,000,000 or such lower amount as may be required pursuant to the rules of the market on which shares of its common stock trades at such time. Pursuant to terms of the White Lion Agreement and the Registration Rights Agreement (as defined below), the Company is required to use its commercially reasonable efforts to file with the SEC a registration statement covering the shares to be acquired by White Lion within sixty days following the closing of the previously announced business combination with Brilliant Acquisition Corporation described in its Current Report on Form 8-K filed with the SEC on February 23, 2022 (the “Business Combination”). The term of the White Lion Agreement commences on the effective date of the registration statement and shall end on December 31, 2024, or, if earlier, the date on which White Lion has purchased the maximum number of shares of the Company’s common stock provided under the White Lion Agreement, in each case on the terms and subject to the conditions set forth in the White Lion Agreement. White Lion’s purchase price will be 96% of the dollar- volume weighted average price of the Company’s common stock over the two consecutive trading days immediately following receipt of the Company’s notice of its intent to make a draw. During the term of the White Lion Agreement, on the terms and subject to the conditions set forth therein, the Company may draw up to the lesser of (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. The Company is not entitled to draw on the White Lion Agreement if the closing sale price of the Company’s common stock on the trading day immediately preceding the notice date is less than $1.00 (following the reverse stock split proposed in connection with the closing of the Business Combination and described in the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2022, but adjusted for any other reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). The Company is not entitled to draw on the White Lion Agreement unless each of the following additional conditions is satisfied: (i) each of the Company’s representations and warranties set forth in the White Lion Agreement is true and correct (subject to qualifications as to materiality set forth therein) in all respects as of such time; (ii) a registration statement is and remains effective for the resale of securities in connection with the White Lion Agreement; (iii) the trading of the Company’s common stock shall not have been suspended by the SEC, the applicable trading market or FINRA, or otherwise halted for any reason; (iv) the Company shall have complied with its obligations and shall not otherwise be in breach or default of any agreement set forth in the White Lion Agreement; (v) no statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction, including, without limitation, the SEC, which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the White Lion Agreement; (vi) all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant to the reporting requirements of the Exchange Act of 1934 (other than Forms 8-K) shall have been filed with the SEC within the applicable time periods prescribed for such filings; (vii) to the extent the issuance of the put shares requires shareholder approval under the listing rules of the applicable national exchange or principal quotation system for the Company’s common stock, the Company has or will seek such approval; and (viii) certain other conditions as set forth in the White Lion Agreement. In addition to the shares to be issued under the White Lion Agreement, the Company will include in its registration statement additional shares of the Company’s common stock in the amount of $750,000 being issued to White Lion in connection with the execution of the White Lion Agreement . White Lion Registration Rights Agreement In connection with the Company’s entry into the White Lion Agreement, the Company entered into a Registration Rights Agreement with White Lion (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to file a registration statement under the Securities Act registering the resale of the shares sold under the White Lion Agreement within sixty days of the closing of the Business Combination. The Registration Rights Agreement also provides that the Company is required to use its commercially reasonable efforts to keep the registration effective and to prepare and file with the SEC such amendments and supplements if the foregoing registration statement is not then in effect, and the Company proposes to file certain types of registration statements under as may be necessary to keep the registration statement effective. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three and six months ended March 31, 2022 and 2021 include the useful life of intangible assets, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation. |
Cash and cash equivalents | Cash and cash equivalents At March 31, 2022 and September 30, 2021, the Company’s cash balances by geographic area were as follows: Country: March 31, 2022 September 30, 2021 United States $ 3,005 6.0 % $ 327,443 92.1 % United Kingdom 47,265 93.7 % 28,056 7.9 % Malta 174 0.3 % 174 0.0 % Total cash $ 50,444 100.0 % $ 355,673 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at March 31, 2022 and September 30, 2021. |
Fair value of financial instruments and fair value measurements | Fair value of financial instruments and fair value measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature. |
Credit risk and uncertainties | Credit risk and uncertainties The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At March 31, 2022, the Company’s cash balances in United States bank accounts were not in excess of the federally-insured limits. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable at March 31, 2022 and September 30, 2021. The Company historically has not experienced significant uncollectible accounts receivable. |
Other current assets | Other current assets Other current assets primarily consist of prepaid professional service fees and prepaid OTC Markets listing fees. As of March 31, 2022 and September 30, 2021, other current assets amounted to $26,627 and $12,221, respectively. |
Investment, at cost | Investments Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Under the cost method, investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. The Company periodically evaluates its cost method investment for impairment due to decline considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in “Other income (expense), net” in the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income, and a new basis in the investment is established. The Company uses the equity method of accounting for its investments in, and earning or loss of, a company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. |
Investment in Unconsolidated Company – Digiclear Inc. | The Company uses the equity method of accounting for its investments in, and earning or loss of, a company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. |
Intangible assets | Intangible assets Intangible assets consist of trade names, regulatory licenses, technology and software, which are being amortized on a straight-line method over the estimated useful life of 3 - 5 years. |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There were no triggering events requiring assessment of impairment as of March 31, 2022 and September 30, 2021. For the three and six months ended March 31, 2022 and 2021, no impairment of long-lived assets was recognized. |
Revenue recognition | Revenue recognition The Company accounts for revenue under the provisions of ASC Topic 606. The Company’s revenues are derived from providing: ● General support services under a GSA to a related party. The transaction price is determined in accordance with the terms of the GSA and payments are due on a monthly basis. There are multiple services provided under the GSA and these performance obligations are combined into a single unit of accounting. Fees are recognized as revenue over time as the services are rendered under the terms of the GSA. Revenue is recorded at gross as the Company is deemed to be a principal in the transactions. ● Financial services to its customers. Revenue related to its financial services offerings are recognized at a point in time when service is rendered. |
Disaggregation of revenues | Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa In the following table, revenues are disaggregated by segment for the three and six months ended March 31, 2022 and 2021: Three Months Ended Six Months Ended Revenue Stream 2022 2021 2022 2021 General support services $ 4,800,000 $ 4,800,000 $ 9,600,000 $ 9,600,000 Financial services 289,017 - 618,032 - Total revenues $ 5,089,017 $ 4,800,000 $ 10,218,032 $ 9,600,000 |
Advertising and marketing costs | Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the three and six months ended March 31, 2022, advertising and marketing costs amounted to $163,427 and $198,649, respectively, which was included in operating expenses on the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income. For the three and six months ended March 31, 2021, the Company did not incur any advertising and marketing costs. |
Stock-based compensation | Stock-based compensation The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. |
Income taxes | Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal and foreign tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the period of the change in estimate. The Company follows the provisions of FASB ASC 740-10 Uncertainty in Income Taxes (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. |
Per share data | Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three and six months ended March 31, 2022 and 2021, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method) and the conversion of Series A preferred stock (using the if-converted method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following is a reconciliation of the basic and diluted net (loss) income per share computations for the three and six months ended March 31, 2022 and 2021: Basic net (loss) income per share Three Months Ended Three Months Ended Six Months Six Months Ended Net (loss) income available to common stockholders for basic net (loss) income per share of common stock $ (1,926,614 ) $ 49 $ (3,871,453 ) $ (53,546 ) Weighted average common stock outstanding - basic 354,549,624 230,485,100 345,031,364 230,485,100 Net (loss) income per share: Basic $ (0.01 ) $ 0.00 $ (0.01 ) $ (0.00 ) Diluted net (loss) income per share Three Months Ended Three Months Ended Six Months Six Months Ended Net (loss) income available to common stockholders for basic net (loss) income per share of common stock $ (1,926,614 ) $ 49 $ (3,871,453 ) $ (53,546 ) Add: interest expense for redeemable preferred stock - 937 - - Subtract: unamortized debt discount for redeemable preferred stock - (401 ) - - Net (loss) income available to common stockholders for diluted net (loss) income per share of common stock $ (1,926,614 ) $ 585 $ (3,871,453 ) $ (53,546 ) Weighted average common stock outstanding - basic 354,549,624 230,485,100 345,031,364 230,485,100 Effect of dilutive securities: Series A preferred stock - 1,250,000 - - Weighted average common stock outstanding - diluted 354,549,624 231,735,100 345,031,364 230,485,100 Net (loss) income per share: Diluted $ (0.01 ) $ 0.00 $ (0.01 ) $ (0.00 ) The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Six Months Ended 2022 2021 2022 2021 Stock options 5,850,000 - 5,850,000 - Convertible preferred stock - - - 1,250,000 Potentially dilutive securities 5,850,000 - 5,850,000 1,250,000 |
Foreign currency translation | Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar and the functional currency of Match Financial Limited and its subsidiaries is the British Pound (“GBP”). Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and shareholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at March 31, 2022 and September 30, 2021 were translated at 0.7611 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the six months ended March 31, 2022 was 0.7439 GBP to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. |
Comprehensive (loss) income | Comprehensive (loss) income Comprehensive (loss) income is comprised of net (loss) income and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive (loss) income for the three and six months ended March 31, 2022 and 2021 consisted of net (loss) income and unrealized gain from foreign currency translation adjustment. |
Segment reporting | Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures. |
Reclassifications | Reclassifications Reclassifications occurred to certain prior year amounts in order to confirm to the current year presentation. The reclassifications had no effect on the previously reported net loss. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash balances by geographic area | Country: March 31, 2022 September 30, 2021 United States $ 3,005 6.0 % $ 327,443 92.1 % United Kingdom 47,265 93.7 % 28,056 7.9 % Malta 174 0.3 % 174 0.0 % Total cash $ 50,444 100.0 % $ 355,673 100.0 % |
Schedule of revenues are disaggregated by segment | Three Months Ended Six Months Ended Revenue Stream 2022 2021 2022 2021 General support services $ 4,800,000 $ 4,800,000 $ 9,600,000 $ 9,600,000 Financial services 289,017 - 618,032 - Total revenues $ 5,089,017 $ 4,800,000 $ 10,218,032 $ 9,600,000 |
Schedule of basic and diluted net (loss) income per share | Three Months Ended Three Months Ended Six Months Six Months Ended Net (loss) income available to common stockholders for basic net (loss) income per share of common stock $ (1,926,614 ) $ 49 $ (3,871,453 ) $ (53,546 ) Weighted average common stock outstanding - basic 354,549,624 230,485,100 345,031,364 230,485,100 Net (loss) income per share: Basic $ (0.01 ) $ 0.00 $ (0.01 ) $ (0.00 ) Three Months Ended Three Months Ended Six Months Six Months Ended Net (loss) income available to common stockholders for basic net (loss) income per share of common stock $ (1,926,614 ) $ 49 $ (3,871,453 ) $ (53,546 ) Add: interest expense for redeemable preferred stock - 937 - - Subtract: unamortized debt discount for redeemable preferred stock - (401 ) - - Net (loss) income available to common stockholders for diluted net (loss) income per share of common stock $ (1,926,614 ) $ 585 $ (3,871,453 ) $ (53,546 ) Weighted average common stock outstanding - basic 354,549,624 230,485,100 345,031,364 230,485,100 Effect of dilutive securities: Series A preferred stock - 1,250,000 - - Weighted average common stock outstanding - diluted 354,549,624 231,735,100 345,031,364 230,485,100 Net (loss) income per share: Diluted $ (0.01 ) $ 0.00 $ (0.01 ) $ (0.00 ) |
Schedule of securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive | Three Months Ended Six Months Ended 2022 2021 2022 2021 Stock options 5,850,000 - 5,850,000 - Convertible preferred stock - - - 1,250,000 Potentially dilutive securities 5,850,000 - 5,850,000 1,250,000 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of the summarized financial information | March 31, 2022 Current assets $ 290,515 Noncurrent assets 46,601 Current liabilities 70,116 Noncurrent liabilities - Equity 267,000 For the Period Net revenue $ - Gross profit - Loss from operations 60,641 Net loss 60,641 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Useful Life March 31, September 30, 2021 Licenses and banking infrastructure (1) 10 Years $ - $ 14,085,402 Trade names 3 Years 784,246 - Regulatory licenses 3 Years 138,751 - Technology 5 Years 10,300,774 - Software 3 Years 11,237 - 11,235,008 14,085,402 Less: accumulated amortization (1,974,120 ) (469,286 ) $ 9,260,888 $ 13,616,116 (1) In February 2022, a third party valuation report in connection with the acquisition of Match was completed. As a result, the Company adjusted the previous estimated allocation to reflect the results of the third party valuation. The Company decreased its cost of intangible assets of $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. |
Schedule of amortization of intangible assets attributable to future periods | For the Twelve-month Period Ending March 31: Amortization Amount 2023 $ 2,371,566 2024 2,371,566 2025 2,114,241 2026 2,060,155 2027 and thereafter 343,360 $ 9,260,888 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | March 31, September 30, Directors’ compensation $ 190,538 $ 170,538 Professional fees 255,388 125,697 Accounts payable 110,000 54,831 Others 5,534 29,655 Total $ 561,460 $ 380,721 |
Share Capital (Tables)
Share Capital (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Share Capital [Abstract] | |
Schedule of common stock issuable upon exercise of options outstanding | Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at March 31, 2022 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at March 31, 2022 Weighted Average Exercise Price $ 0.09 – 1.00 4,850,000 3.52 $ 0.29 50,000 $ 0.40 2.50 1,000,000 4.47 2.50 - - $ 0.09 – 2.50 5,850,000 3.68 $ 0.67 50,000 $ 0.40 |
Schedule of stock option activities | Number of Options Weighted Average Exercise Price Outstanding at October 1, 2021 1,000,000 $ 2.50 Granted 4,850,000 0.29 Terminated / Exercised / Expired - - Outstanding at March 31, 2022 5,850,000 $ 0.67 Options exercisable at March 31, 2022 50,000 $ 0.40 Options expected to vest 5,800,000 $ 0.67 |
Schedule of nonvested stock options granted | Number of Options Weighted Average Exercise Price Nonvested at October 1, 2021 1,000,000 $ 2.50 Granted 4,850,000 0.29 Vested (50,000 ) (0.40 ) Nonvested at March 31, 2022 5,800,000 $ 0.67 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transaction | Three Months Ended Three Months Ended Six Months Six Months Ended Service provided to: TCM $ 4,800,000 $ 4,800,000 $ 9,600,000 $ 9,600,000 $ 4,800,000 $ 4,800,000 $ 9,600,000 $ 9,600,000 Three Months Ended Three Months Ended Six Months Six Months Ended Service received from: FXDIRECT $ 4,725,000 $ 4,725,000 $ 9,450,000 $ 9,450,000 $ 4,725,000 $ 4,725,000 $ 9,450,000 $ 9,450,000 |
Schedule of due from related parties | March 31, 2022 September 30, NUKK Capital (*) $ - $ 144,696 TCM 1,479,413 2,473,177 Total $ 1,479,413 $ 2,617,873 (*) An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Schedule of due to related parties | March 31, 2022 September 30, Forexware LLC (*) $ 924,229 $ 579,229 FXDIRECT 2,772,606 3,341,893 CMH 42,000 42,000 FXDD Trading (*) 287,519 294,670 Total $ 4,026,354 $ 4,257,792 (*) Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of customer and supplier revenues | Three Months Ended Six Months Ended Customer 2022 2021 2022 2021 A – related party 94.3 % 100 % 94.0 % 100 % Three Months Ended Six Months Ended Supplier 2022 2021 2022 2021 A – related party 96.7 % 100 % 96.7 % 100 % |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of reportable business segments | Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenues General support services $ 4,800,000 $ 4,800,000 $ 9,600,000 $ 9,600,000 Financial services 289,017 - 618,032 - Total 5,089,017 4,800,000 10,218,032 9,600,000 Costs of revenues General support services 4,725,000 4,725,000 9,450,000 9,450,000 Financial services 163,583 - 324,425 - Total 4,888,583 4,725,000 9,774,425 9,450,000 Gross profit General support services 75,000 75,000 150,000 150,000 Financial services 125,434 - 293,607 - Total 200,434 75,000 443,607 150,000 Operating expenses Financial services 804,833 - 2,054,477 - Corporate/Other 1,249,323 73,441 2,186,475 200,526 Total 2,054,156 73,441 4,240,952 200,526 Other expense Financial services 1,185 - 2,401 - Corporate/Other 71,707 1,510 71,707 3,020 Total 72,892 1,510 74,108 3,020 Net income (loss) General support services 75,000 75,000 150,000 150,000 Financial services (680,584 ) - (1,763,271 ) - Corporate/Other (1,321,030 ) (74,951 ) (2,258,182 ) (203,546 ) Total (1,926,614 ) 49 (3,871,453 ) (53,546 ) Amortization Financial services 591,955 - 1,503,898 - Corporate/Other 936 - 936 - Total $ 592,891 $ - $ 1,504,834 $ - |
Schedule of total assets | Total assets at March 31, 2022 and September 30, 2021 March 31, 2022 September 30, Financial services $ 9,376,915 $ 13,703,140 Corporate/Other 13,027,730 2,956,696 Total $ 22,404,645 $ 16,659,836 |
The Company History and Natur_2
The Company History and Nature of the Business (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Oct. 20, 2021 | Aug. 30, 2021 | May 28, 2021 | Mar. 31, 2022 | Dec. 30, 2021 | |
The Company History and Nature of the Business (Details) [Line Items] | |||||
Incurred net loss (in Dollars) | $ 3,871,453 | ||||
Generated negative cash flow from operating activities (in Dollars) | 304,371 | ||||
Working capital deficit (in Dollars) | 2,975,438 | ||||
Match Agreement [Member] | |||||
The Company History and Nature of the Business (Details) [Line Items] | |||||
Percentage of shares | 30.00% | 70.00% | |||
Balance of ordinary shares | 493 | ||||
Additional number of shares acquired | 30,000,000 | ||||
Match Agreement [Member] | Business Combination [Member] | |||||
The Company History and Nature of the Business (Details) [Line Items] | |||||
Number of shares acquired | 1,152 | ||||
Initial Transaction [Member] | |||||
The Company History and Nature of the Business (Details) [Line Items] | |||||
Consideration of shares | 70,000,000 | ||||
Jacobi Agreement [Member] | |||||
The Company History and Nature of the Business (Details) [Line Items] | |||||
Consideration of shares | 20,000,000 | ||||
Acquire to issued and outstanding percentage | 5.00% | ||||
Digiclear Agreement [Member] | |||||
The Company History and Nature of the Business (Details) [Line Items] | |||||
Ordinary shares outstanding | 5,400,000 | ||||
Ordinary shares issued | 5,400,000 | ||||
Digiclear Transaction [Member] | |||||
The Company History and Nature of the Business (Details) [Line Items] | |||||
Consideration shares | 15,151,515 | ||||
GSA [Member] | TCM [Member] | |||||
The Company History and Nature of the Business (Details) [Line Items] | |||||
Generated revenue per month (in Dollars) | $ 1,600,000 | ||||
Percentage of shares owned | 79.00% | ||||
FXDIRECT [Member] | TCM [Member] | |||||
The Company History and Nature of the Business (Details) [Line Items] | |||||
Related party transaction expense (in Dollars) | $ 1,575,000 | ||||
Termination of agreement, in days | 90 days |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Federally-insured limits | $ 250,000 | $ 250,000 | |
Other current assets | 26,627 | 26,627 | $ 12,221 |
Advertising and marketing costs | $ 163,427 | $ 198,649 | |
Foreign Currency Translation Description | Asset and liability accounts at March 31, 2022 and September 30, 2021 were translated at 0.7611 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the six months ended March 31, 2022 was 0.7439 GBP to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated useful life | 3 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated useful life | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Mar. 31, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 355,673 | $ 50,444 |
Cash percentage | 100.00% | 100.00% |
United States [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 327,443 | $ 3,005 |
Cash percentage | 92.10% | 6.00% |
United Kingdom [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 28,056 | $ 47,265 |
Cash percentage | 7.90% | 93.70% |
Malta [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||
Total cash | $ 174 | $ 174 |
Cash percentage | 0.00% | 0.30% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of revenues are disaggregated by segment - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of revenues are disaggregated by segment [Abstract] | ||||
General support services | $ 4,800,000 | $ 4,800,000 | $ 9,600,000 | $ 9,600,000 |
Financial services | 289,017 | 618,032 | ||
Total revenues | $ 5,089,017 | $ 4,800,000 | $ 10,218,032 | $ 9,600,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net (loss) income per share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of basic and diluted net (loss) income per share [Abstract] | ||||
Net (loss) income available to common stockholders for basic net (loss) income per share of common stock | $ (1,926,614) | $ 49 | $ (3,871,453) | $ (53,546) |
Add: interest expense for redeemable preferred stock | 937 | |||
Subtract: unamortized debt discount for redeemable preferred stock | (401) | |||
Net (loss) income available to common stockholders for diluted net (loss) income per share of common stock | $ (1,926,614) | $ 585 | $ (3,871,453) | $ (53,546) |
Weighted average common stock outstanding - basic (in Shares) | 354,549,624 | 230,485,100 | 345,031,364 | 230,485,100 |
Effect of dilutive securities: | ||||
Series A preferred stock | $ 1,250,000 | |||
Weighted average common stock outstanding - diluted (in Shares) | 354,549,624 | 231,735,100 | 345,031,364 | 230,485,100 |
Net (loss) income per share: | ||||
Diluted (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Net (loss) income per share: | ||||
Basic (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive [Abstract] | ||||
Stock options | 5,850,000 | 5,850,000 | ||
Convertible preferred stock | 1,250,000 | |||
Potentially dilutive securities | 5,850,000 | 5,850,000 | 1,250,000 |
Cost Method Investment (Details
Cost Method Investment (Details) - USD ($) | Dec. 15, 2021 | Mar. 31, 2022 | Mar. 17, 2022 |
Equity Method Investments and Joint Ventures [Abstract] | |||
Cost method investment amount | $ 6,602,000 | ||
Common stock shares issued (in Shares) | 20,000,000 | 15,151,515 | |
Percentage of equity interest rate | 5.00% | ||
Fair market value | $ 6,602,000 |
Equity Method Investment (Detai
Equity Method Investment (Details) | Mar. 31, 2022USD ($) | Mar. 31, 2022USD ($) |
Equity Method Investment (Details) [Line Items] | ||
Equity method investment amount | $ 4,929,381 | |
Total ownership, percentage | 50.00% | 50.00% |
Net loss | $ 30,320 | |
Allocated amortization of intangible asset | $ 40,299 | |
Ownership [Member] | ||
Equity Method Investment (Details) [Line Items] | ||
Total ownership, percentage | 50.00% | 50.00% |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of the summarized financial information - Digiclear [Member] | Mar. 31, 2022USD ($) |
Condensed Financial Statements, Captions [Line Items] | |
Current assets | $ 290,515 |
Noncurrent assets | 46,601 |
Current liabilities | 70,116 |
Noncurrent liabilities | |
Equity | 267,000 |
Net revenue | |
Gross profit | |
Loss from operations | 60,641 |
Net loss | $ 60,641 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Intangible Assets Net Including Goodwill [Abstract] | |||
Description of intangible assets | The Company decreased its cost of intangible assets of $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. | ||
Amortization expense | $ 592,891 | $ 1,504,834 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Balance of intangible assets | $ 11,235,008 | $ 14,085,402 | |
Less: accumulated amortization | (1,974,120) | (469,286) | |
Balance of intangible assets, Total | $ 9,260,888 | 13,616,116 | |
Licenses and banking infrastructure [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful Life, licenses and banking infrastructure | [1] | 10 years | |
Balance of licenses and banking infrastructure | [1] | 14,085,402 | |
Trade names [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful Life, Trade names | 3 years | ||
Balance of Trade names | $ 784,246 | ||
Regulatory licenses [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful Life, Regulatory licenses | 3 years | ||
Balance of Regulatory licenses | $ 138,751 | ||
Technology [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful Life, Technology | 5 years | ||
Balance of Technology | $ 10,300,774 | ||
Software [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful Life, Software | 3 years | ||
Balance of Software | $ 11,237 | ||
[1] | In February 2022, a third party valuation report in connection with the acquisition of Match was completed. As a result, the Company adjusted the previous estimated allocation to reflect the results of the third party valuation. The Company decreased its cost of intangible assets of $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of amortization of intangible assets attributable to future periods | Mar. 31, 2022USD ($) |
Schedule of amortization of intangible assets attributable to future periods [Abstract] | |
2023 | $ 2,371,566 |
2024 | 2,371,566 |
2025 | 2,114,241 |
2026 | 2,060,155 |
2027 and thereafter | 343,360 |
Total | $ 9,260,888 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Directors’ compensation | $ 190,538 | $ 170,538 |
Professional fees | 255,388 | 125,697 |
Accounts payable | 110,000 | 54,831 |
Others | 5,534 | 29,655 |
Total | $ 561,460 | $ 380,721 |
Share Capital (Details)
Share Capital (Details) - USD ($) | Dec. 15, 2021 | Mar. 17, 2022 | Jan. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2022 |
Share Capital (Details) [Line Items] | |||||
Fair market value | $ 6,602,000 | $ 5,000,000 | |||
Cost method investment | $ 6,602,000 | ||||
Common stock, shares issued (in Shares) | 20,000,000 | 15,151,515 | |||
Aggregate intrinsic value of stock options outstanding | $ 300,000 | $ 300,000 | |||
Aggregate intrinsic value of stock options exercisable | 0 | $ 0 | |||
Annual dividend yield, percentage | 0.00% | ||||
Aggregate fair value of the options granted | $ 1,057,958 | ||||
Stock options granted amount | 525,622 | 904,368 | |||
Stock options issued for software purchase (in Shares) | 50,000 | ||||
Cost of software | $ 11,237 | ||||
Amortization in software amount | $ 936 | $ 936 | |||
Minimum [Member] | |||||
Share Capital (Details) [Line Items] | |||||
Volatility rate, percentage | 188.87% | ||||
Risk-free rate, percentage | 0.39% | ||||
Expected life | 1 year | ||||
Maximum [Member] | |||||
Share Capital (Details) [Line Items] | |||||
Volatility rate, percentage | 317.02% | ||||
Risk-free rate, percentage | 1.26% | ||||
Expected life | 5 years | ||||
Stock Options [Member] | |||||
Share Capital (Details) [Line Items] | |||||
Fair value stock options granted (in Shares) | 50,000 | ||||
Business Combination [Member] | |||||
Share Capital (Details) [Line Items] | |||||
Common stock, shares issued (in Shares) | 20,000,000 | ||||
Percentage of ordinary shares issued and outstanding | 5.00% | ||||
Acquisition of equity interest | 50.00% | ||||
Board of Directors [Member] | |||||
Share Capital (Details) [Line Items] | |||||
Preferred stock, shares authorized (in Shares) | 15,000,000 | 15,000,000 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding | 6 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Options Outstanding [Member] | Exercise Price 0.09 - 1.00 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Outstanding at March 31, 2022 (in Shares) | shares | 4,850,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 7 days |
Weighted Average Exercise Price | $ 0.29 |
Options Outstanding [Member] | Exercise Price 0.09 - 1.00 [Member] | Minimum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | 0.09 |
Options Outstanding [Member] | Exercise Price 0.09 - 1.00 [Member] | Maximum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | 1 |
Options Outstanding [Member] | Exercise Price 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | $ 2.5 |
Number Outstanding at March 31, 2022 (in Shares) | shares | 1,000,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 19 days |
Weighted Average Exercise Price | $ 2.5 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Outstanding at March 31, 2022 (in Shares) | shares | 5,850,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 8 months 4 days |
Weighted Average Exercise Price | $ 0.67 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | Minimum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | 0.09 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | Maximum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | $ 2.5 |
Options Exercisable [Member] | Exercise Price 0.09 - 1.00 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Exercisable at March 31, 2022 (in Shares) | shares | 50,000 |
Weighted Average Exercise Price | $ 0.4 |
Options Exercisable [Member] | Exercise Price 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Exercisable at March 31, 2022 (in Shares) | shares | |
Weighted Average Exercise Price | |
Options Exercisable [Member] | Exercise Price 0.09 – 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Exercisable at March 31, 2022 (in Shares) | shares | 50,000 |
Weighted Average Exercise Price | $ 0.4 |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of stock option activities | 6 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of stock option activities [Abstract] | |
Number of Options, Outstanding beginning | shares | 1,000,000 |
Weighted Average Exercise Price, Outstanding beginning | $ / shares | $ 2.5 |
Number of Options, Granted | shares | 4,850,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.29 |
Number of Options, Terminated / Exercised / Expired | shares | |
Weighted Average Exercise Price, Terminated / Exercised / Expired | $ / shares | |
Number of Options, Outstanding ending | shares | 5,850,000 |
Weighted Average Exercise Price, Outstanding ending | $ / shares | $ 0.67 |
Number of Options, Options exercisable | shares | 50,000 |
Weighted Average Exercise Price, Options exercisable | $ / shares | $ 0.4 |
Number of Options, Options expected to vest | shares | 5,800,000 |
Weighted Average Exercise Price, Options expected to vest | $ / shares | $ 0.67 |
Share Capital (Details) - Sch_3
Share Capital (Details) - Schedule of nonvested stock options granted | 6 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of nonvested stock options granted [Abstract] | |
Number of Options Nonvested beginning | shares | 1,000,000 |
Weighted Average Exercise Price Nonvested beginning | $ / shares | $ 2.5 |
Number of Options Granted | shares | 4,850,000 |
Weighted Average Exercise Price Granted | $ / shares | $ 0.29 |
Number of Options Vested | shares | (50,000) |
Weighted Average Exercise Price Vested | $ / shares | $ (0.4) |
Number of Options Nonvested ending | shares | 5,800,000 |
Weighted Average Exercise Price Nonvested ending | $ / shares | $ 0.67 |
Related Party Transactions (Det
Related Party Transactions (Details) - GSA [Member] | Dec. 31, 2021USD ($) |
TCM [Member] | |
Related Party Transactions (Details) [Line Items] | |
Minimum monthly amount received | $ 1,600,000 |
FXDIRECT [Member] | |
Related Party Transactions (Details) [Line Items] | |
Minimum monthly amount payable | $ 1,575,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related party transaction - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Service provided to: | ||||
Service provided to related parties | $ 4,800,000 | $ 4,800,000 | $ 9,600,000 | $ 9,600,000 |
Service received from: | ||||
Service received from related parties | 4,725,000 | 4,725,000 | 9,450,000 | 9,450,000 |
TCM [Member] | ||||
Service provided to: | ||||
Service provided to related parties | 4,800,000 | 4,800,000 | 9,600,000 | 9,600,000 |
FXDIRECT [Member] | ||||
Service received from: | ||||
Service received from related parties | $ 4,725,000 | $ 4,725,000 | $ 9,450,000 | $ 9,450,000 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of due from related parties - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 | |
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | |||
Due from related parties | $ 1,479,413 | $ 2,617,873 | |
NUKK Capital [Member] | |||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | |||
Due from related parties | [1] | 144,696 | |
TCM [Member] | |||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | |||
Due from related parties | $ 1,479,413 | $ 2,473,177 | |
[1] | An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of due to related parties - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 | |
Variable Interest Entity [Line Items] | |||
Due to related parties | $ 4,026,354 | $ 4,257,792 | |
Forexware LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | 924,229 | 579,229 |
FXDIRECT [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | 2,772,606 | 3,341,893 | |
CMH [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | 42,000 | 42,000 | |
FXDD Trading [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | $ 287,519 | $ 294,670 |
[1] | Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Customer [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of revenue | 10.00% | 10.00% | 10.00% | 10.00% | |
Customer [Member] | Minimum [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of outstanding receivable | 10.00% | 10.00% | 10.00% | ||
Customer [Member] | Maximum [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of outstanding receivable | 96.40% | 96.40% | 97.80% | ||
Supplier [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of revenue | 10.00% | 10.00% | 10.00% | 10.00% | |
Supplier [Member] | Minimum [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of outstanding payable | 10.00% | 10.00% | 10.00% | ||
Supplier [Member] | Maximum [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of outstanding payable | 96.20% | 96.20% | 98.80% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of customer and supplier revenues | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Related party | 94.30% | 100.00% | 94.00% | 100.00% |
Supplier A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Related party | 96.70% | 100.00% | 96.70% | 100.00% |
Segment Information (Details) -
Segment Information (Details) - Schedule of reportable business segments - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||||
Revenues | $ 5,089,017 | $ 4,800,000 | $ 10,218,032 | $ 9,600,000 |
Costs of revenues | ||||
Costs of revenues | 4,888,583 | 4,725,000 | 9,774,425 | 9,450,000 |
Gross profit | ||||
Gross profit | 200,434 | 75,000 | 443,607 | 150,000 |
Operating expenses | ||||
Operating expenses | 2,054,156 | 73,441 | 4,240,952 | 200,526 |
Other expense | ||||
Other expense | 72,892 | 1,510 | 74,108 | 3,020 |
Net income (loss) | ||||
Net income (loss) | (1,926,614) | 49 | (3,871,453) | (53,546) |
Amortization | ||||
Amortization | 592,891 | 1,504,834 | ||
General Support Services [Member] | ||||
Revenues | ||||
Revenues | 4,800,000 | 4,800,000 | 9,600,000 | 9,600,000 |
Costs of revenues | ||||
Costs of revenues | 4,725,000 | 4,725,000 | 9,450,000 | 9,450,000 |
Gross profit | ||||
Gross profit | 75,000 | 75,000 | 150,000 | 150,000 |
Net income (loss) | ||||
Net income (loss) | 75,000 | 75,000 | 150,000 | 150,000 |
Financial Services [Member] | ||||
Revenues | ||||
Revenues | 289,017 | 618,032 | ||
Costs of revenues | ||||
Costs of revenues | 163,583 | 324,425 | ||
Gross profit | ||||
Gross profit | 125,434 | 293,607 | ||
Operating expenses | ||||
Operating expenses | 804,833 | 2,054,477 | ||
Other expense | ||||
Other expense | 1,185 | 2,401 | ||
Net income (loss) | ||||
Net income (loss) | (680,584) | (1,763,271) | ||
Amortization | ||||
Amortization | 591,955 | 1,503,898 | ||
Corporate/Other [Member] | ||||
Operating expenses | ||||
Operating expenses | 1,249,323 | 73,441 | 2,186,475 | 200,526 |
Other expense | ||||
Other expense | 71,707 | 1,510 | 71,707 | 3,020 |
Net income (loss) | ||||
Net income (loss) | (1,321,030) | (74,951) | (2,258,182) | (203,546) |
Amortization | ||||
Amortization | $ 936 | $ 936 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of total assets - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Segment Information (Details) - Schedule of total assets [Line Items] | ||
Total | $ 22,404,645 | $ 16,659,836 |
Financial services [Member] | ||
Segment Information (Details) - Schedule of total assets [Line Items] | ||
Total | 9,376,915 | 13,703,140 |
Corporate/Other [Member] | ||
Segment Information (Details) - Schedule of total assets [Line Items] | ||
Total | $ 13,027,730 | $ 2,956,696 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2022 | May 17, 2022 | |
Subsequent Events (Details) [Line Items] | ||
Purchase price rate | 96.00% | |
Sale price per share | $ 1 | |
Common stock amount | $ 750,000 | |
White lion agreement, description | (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. | |
Effective date | Dec. 31, 2024 | |
Forecast [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Purchase shares of common stock amount | $ 75,000,000 |