Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2021 | Oct. 22, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | FUSE GROUP HOLDING INC | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 64,778,050 | |
Amendment Flag | true | |
Amendment Description | In response to a comment letter received from the Securities and Exchange Commission (the “SEC”), dated September 24, 2021, Fuse Group Holding Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, originally filed with the SEC on August 16, 2021 (the “Original Form 10-Q”) for the following purpose: (1) to correct and restate the financial statements for an error in connection with our acquisition of Portafolio en Investigacion Ambiental S.A. de C.V. (“Portafolio”) in Mexico due to the fact that 14,285,715 shares of common stock of the Company (the “Shares”) remained in the custody of the Company, therefore we incorrectly recorded the transaction before any transfer and delivery of the Shares had occurred, and (2) to clarify E-Mo Biotech Holding Inc. is a start-up, development-stage company involving in vaccine, immunological treatment and diagnostic product research and development and has no commercial sales of vaccines, treatments, or diagnostic products. | |
Entity Central Index Key | 0001636051 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | 333-202948 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 47-1017473 | |
Entity Address, Address Line One | 805 W. Duarte Rd., Suite 102 | |
Entity Address, City or Town | Arcadia | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91007 | |
City Area Code | 626 | |
Local Phone Number | 210-0000 | |
Title of 12(b) Security | None | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
CURRENT ASSETS | ||
Cash and equivalents | $ 126,866 | $ 194,470 |
Prepaid expense | 19,628 | 9,825 |
Total current assets | 146,494 | 204,295 |
NON-CURRENT ASSETS | ||
Prepaid expense | 1,000,000 | 1,000,000 |
Property and equipment, net | 4,737 | 6,381 |
Right-of-use asset, net | 9,219 | 29,117 |
Total non-current assets | 1,013,956 | 1,035,498 |
TOTAL ASSETS | 1,160,450 | 1,239,793 |
CURRENT LIABILITIES | ||
Other payables | 4,643 | 4,499 |
Loans payable - current portion | 2,643 | 50,298 |
Lease liability | 11,108 | 26,046 |
Total current liabilities | 18,394 | 80,843 |
NON-CURRENT LIABILITIES | ||
Lease liability - noncurrent | 0 | 4,465 |
Loans payable | 106,882 | 105,794 |
Total non-current liabilities | 106,882 | 110,259 |
TOTAL LIABILITIES | 125,276 | 191,102 |
STOCKHOLDERS' EQUITY | ||
Common stock, par value $0.001 per share, 375,000,000 shares authorized; 64,778,050 shares issued and outstanding as of June 30, 2021 and September 30, 2020 | 64,778 | 64,778 |
Additional paid-in capital | 6,949,717 | 6,949,717 |
Accumulated deficit | (5,979,321) | (5,965,804) |
Total stockholders' equity | 1,035,174 | 1,048,691 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,160,450 | $ 1,239,793 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2021 | Sep. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, shares issued | 64,778,050 | 64,778,050 |
Common stock, shares outstanding | 64,778,050 | 64,778,050 |
Common stock, shares authorized | 375,000,000 | 375,000,000 |
Common stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 150,000 | $ 200,000 | $ 500,000 | $ 650,000 |
Cost of revenue | 10,005 | 10,015 | 43,575 | 190,416 |
Gross profit | 139,995 | 189,985 | 456,425 | 459,584 |
Operating expenses | ||||
General and administrative | 153,707 | 135,532 | 452,319 | 399,492 |
Consulting | 14,590 | 2,333 | 60,852 | 39,081 |
Total operating expenses | 168,297 | 137,865 | 513,171 | 438,573 |
Income (loss) from operations | (28,302) | 52,120 | (56,746) | 21,011 |
Non-operating income (expenses) | ||||
Interest expense | (1,021) | 0 | (3,033) | 0 |
Financial expense | (281) | (120) | (1,000) | (655) |
Forgiveness of PPP loan | 49,600 | 0 | 49,600 | 0 |
Other income (expense) | 62 | 0 | 62 | (200) |
Total non-operating income (expenses), net | 48,360 | (120) | 45,629 | (855) |
Income (loss) before income tax | 20,058 | 52,000 | (11,117) | 20,156 |
Income tax | 0 | 0 | 2,400 | 4,000 |
Net income (loss) | $ 20,058 | $ 52,000 | $ (13,517) | $ 16,156 |
Basic weighted average shares outstanding (in Shares) | 64,778,050 | 64,778,050 | 64,778,050 | 64,778,050 |
Basic income (loss) per share (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (13,517) | $ 16,156 |
Depreciation | 1,644 | 1,644 |
Amortization of prepaid expense | 23,845 | 12,281 |
Amortization of right-of-use asset | 19,897 | 19,152 |
Interest on lease liability | 660 | 1,405 |
PPP loan forgiveness | (49,600) | 0 |
Accounts receivable | 0 | (50,000) |
Prepaid expense | (33,648) | (29,474) |
Other payables | 3,179 | (5,563) |
Payment of lease liability | (20,064) | (19,479) |
Net cash used in operating activities | (67,604) | (53,878) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from SBA loans | 0 | 155,000 |
Net cash provided by financing activities | 0 | 155,000 |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | (67,604) | 101,122 |
CASH AND EQUIVALENTS, BEGINNING OF PERIOD | 194,470 | 102,205 |
CASH AND EQUIVALENTS, END OF PERIOD | 126,866 | 203,327 |
Income tax paid | 2,400 | 4,000 |
Interest paid | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Sep. 30, 2019 | $ 64,778 | $ 6,949,717 | $ (5,914,393) | $ 1,100,102 |
Balance (in Shares) at Sep. 30, 2019 | 64,778,050 | |||
Net income (loss) | (29,411) | (29,411) | ||
Balance at Dec. 31, 2019 | $ 64,778 | 6,949,717 | (5,943,804) | 1,070,691 |
Balance (in Shares) at Dec. 31, 2019 | 64,778,050 | |||
Balance at Sep. 30, 2019 | $ 64,778 | 6,949,717 | (5,914,393) | 1,100,102 |
Balance (in Shares) at Sep. 30, 2019 | 64,778,050 | |||
Net income (loss) | 16,156 | |||
Balance at Jun. 30, 2020 | $ 64,778 | 6,949,717 | (5,898,237) | 1,116,258 |
Balance (in Shares) at Jun. 30, 2020 | 64,778,050 | |||
Balance at Dec. 31, 2019 | $ 64,778 | 6,949,717 | (5,943,804) | 1,070,691 |
Balance (in Shares) at Dec. 31, 2019 | 64,778,050 | |||
Net income (loss) | (6,433) | (6,433) | ||
Balance at Mar. 31, 2020 | $ 64,778 | 6,949,717 | (5,950,237) | 1,064,258 |
Balance (in Shares) at Mar. 31, 2020 | 64,778,050 | |||
Net income (loss) | 52,000 | 52,000 | ||
Balance at Jun. 30, 2020 | $ 64,778 | 6,949,717 | (5,898,237) | 1,116,258 |
Balance (in Shares) at Jun. 30, 2020 | 64,778,050 | |||
Balance at Sep. 30, 2020 | $ 64,778 | 6,949,717 | (5,965,804) | $ 1,048,691 |
Balance (in Shares) at Sep. 30, 2020 | 64,778,050 | 64,778,050 | ||
Net income (loss) | (79,942) | $ (79,942) | ||
Balance at Dec. 31, 2020 | $ 64,778 | 6,949,717 | (6,045,746) | 968,749 |
Balance (in Shares) at Dec. 31, 2020 | 64,778,050 | |||
Balance at Sep. 30, 2020 | $ 64,778 | 6,949,717 | (5,965,804) | $ 1,048,691 |
Balance (in Shares) at Sep. 30, 2020 | 64,778,050 | 64,778,050 | ||
Net income (loss) | $ (13,517) | |||
Balance at Jun. 30, 2021 | $ 64,778 | 6,949,717 | (5,979,321) | $ 1,035,174 |
Balance (in Shares) at Jun. 30, 2021 | 64,778,050 | 64,778,050 | ||
Balance at Dec. 31, 2020 | $ 64,778 | 6,949,717 | (6,045,746) | $ 968,749 |
Balance (in Shares) at Dec. 31, 2020 | 64,778,050 | |||
Net income (loss) | 46,367 | 46,367 | ||
Balance at Mar. 31, 2021 | $ 64,778 | 6,949,717 | (5,999,379) | 1,015,116 |
Balance (in Shares) at Mar. 31, 2021 | 64,778,050 | |||
Net income (loss) | 20,058 | 20,058 | ||
Balance at Jun. 30, 2021 | $ 64,778 | $ 6,949,717 | $ (5,979,321) | $ 1,035,174 |
Balance (in Shares) at Jun. 30, 2021 | 64,778,050 | 64,778,050 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 Organization and Operations Fuse Group Holding Inc. (the “Company” or “Fuse Group” or “We”) was incorporated under the laws of the State of Nevada on December 24, 2013. Fuse Group currently explores opportunities in the mining and biotech areas. On December 6, 2016, the Company incorporated Fuse Processing, Inc. (“Processing”) in the State of California. Processing seeks business opportunities in mining and is currently investigating potential mining targets in Asia and North America. Fuse Group is the sole shareholder of Processing. Fuse Group and Processing provide consulting services to mining industry clients to find mine acquisition targets within the parameters set by the clients, when the mine owner is considering selling his mining rights. The services of Fuse Group and Processing include due diligence on the potential mine seller and mine, such as ownership and whether the mine meets all operational requirements and/or is currently in operation. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 ($0.13). Trading had no operations prior to the acquisition by Processing. Trading seeks mining-related business opportunities in Asia. On May 3, 2018, the Company incorporated Fuse Technology Inc. in the State of Nevada, which changed its name to Fuse Biotech Inc. on November 30, 2020. Fuse Group is the sole shareholder of Fuse Biotech Inc. (“Biotech”). Biotech engaged in IMETAL system development. The Company planned to operate IMETAL as a platform to facilitate investment and trade in raw metals, find specialized minerals, exploit these opportunities and issue tokens to be used on the platform, subject to compliance with applicable laws and regulations. Considering recent laws and regulations on token issuance and trading, management discussed its function and compliance issues with the designer of the platform and concluded that the project had more issues and costs for compliance than originally expected. On December 23, 2019, the Board decided to terminate the IMETAL project. Currently, Biotech seeks business opportunities in the biotech area. On April 29, 2019, the Board of Directors of the Company approved an amendment to the Company’s Articles of Incorporation (“Amendment”) to change its name from Fuse Enterprises Inc. to Fuse Group Holding Inc. Also on April 29, 2019, stockholders holding a majority of the Company’s outstanding capital stock approved the Amendment. The Amendment was filed with the Secretary of State for the State of Nevada on April 30, 2019, and became effective May 13, 2019. On May 29, 2019, the Company changed its trading symbol on OTC Markets from FNST to FUST. On February 9, 2021, Fuse Group and Processing entered into a Share Exchange Agreement with five individuals who own Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company (“Portafolio”). Pursuant to the agreement, the Company issued 14,285,715 shares of Company‘s common stock for all the shares of Portafolio they owned. The Company issued the shares but did not deliver them to the sellers. Portafolio owns concessions rights to five mineral locations in Mexico. The five mines have not been explored and have no operations, no existing contracts for the sale of output, and no permits or licenses to conduct mining operations other than the concessions to explore. Portafolio only has five concessions to explore for minerals and owns no facilities or equipment. There is no assurance that we will be able to obtain the surface rights and permits that are necessary to extract the minerals from the areas covered by the concessions. The transfer of shares of Portafolio to Processing are subject to Mexican government approval, which has not happened yet. On March 11, 2021, Fuse Group and Biotech entered into a Share Exchange Agreement with E-Mo Biotech Holding Inc., a company incorporated under the laws of Nevada (the “E-Mo Biotech”), Qiyi Xie, a resident of California (“Xie”), Quan Qinghua, a citizen and resident of China (“Quan”), Jing Li, a citizen and resident of China (“Li”) and HWG Capital Sdn Bhd, a company incorporated under laws of Malaysia (“HWG” and hereinafter collectively with Xie, Quan and Li, the “Sellers”). Pursuant to the Agreement, the Company will issue the seller 100,000,000 shares of Company’s common stock (the “Fuse Shares”) for all the issued and outstanding shares of E-Mo (the “E-Mo Shares”) owned by the Sellers. E-Mo Biotech Holding Inc. is a start-up, development-stage company involving in vaccine, immunological treatment and diagnostic product research and development and currently has no commercial sales of vaccines, treatments, or diagnostic products. The acquisition has not been completed yet and the Fuse Shares have not been issued. On September 30, 2021, the Company and Fuse Biotech entered into a Termination Agreement with E-Mo Biotech, Qiyi Xie, Quan Qinghua, Jing Li and HWG Capital Sdn Bhd, effective on September 30, 2021. Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement, which was originally entered into by and among the Company, Fuse Biotech, the Sellers and E-Mo Biotech on March 11, 2021. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the pandemic has resulted in quarantines, travel restrictions, and the temporary closure of office buildings and facilities in the US. The state of California, where the Company is headquartered, has been affected by COVID-19. Our business and services and results of operations have been adversely affected and could continue to be adversely affected by the COVID-19 pandemic. The pandemic impacted the Company’s business development, and disrupted or delayed the Company’s current mine projects and services to its clients, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on the Company’s ability to conduct its business in the ordinary course. Quarantines, travel restrictions, shelter-in-place and other restrictions related to COVID-19 have impacted the Company’s abilities to visit mines in Mexico and in Asian counties as well as to meet with potential clients and mine owners for the Company’s consulting business and for the Company’s own investment in mine projects. The Company’s clients that are negatively impacted by the outbreak of COVID-19 may cancel or suspend their mine acquisition projects, which in turn will reduce their demands for the Company’s services and materially adversely impact the Company’s revenue. Potential impact to our results of operations will also depend on future developments and new information that may emerge regarding COVID-19 and new variants, the efficacy and distribution of COVID-19 vaccines and the actions taken by governmental authorities and other entities to contain COVID-19 and/or mitigate its impact, almost all of which are beyond our control. The global economy was also negatively affected by COVID-19 and there is continued uncertainty about the duration and intensity of its impacts. The U.S. and global growth forecast is extremely uncertain, which could seriously affect people’s investment desires in mines in Mexico, Asia and internationally. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could negatively affect the Company’s liquidity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements (“CFS”) were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim consolidated financial information as of June 30, 2021 and for the nine and three-month periods ended June 30, 2021 and 2020 was prepared without audit. Certain information and footnote disclosures, which are normally included in CFS prepared in accordance with U.S. GAAP were not included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, previously filed with the SEC on December 16, 2020. In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2021, its consolidated results of operations and cash flows for the nine months ended June 30, 2021 and 2020, as applicable, were made. Basis of Consolidation The CFS include the accounts of Fuse Group and its subsidiaries, Processing, Trading and Biotech. All significant inter-company accounts and transactions and balances were eliminated in consolidation. Cash For purposes of the statement of cash flows, the Company considers cash, money market funds, investments in interest bearing demand deposit accounts, time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Use of Estimates The preparation of CFS in conformity with US 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 periods. Actual results could differ from those estimates. The significant areas requiring the use of management estimates include, but are not limited to, the estimated useful life and residual value of property, plant and equipment, recognition and measurement of deferred income taxes and the valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the consolidated financial statements. Fair Value of Financial Instruments The carrying amounts of certain of the Company’s financial instruments, including cash and equivalents, accrued liabilities and accounts payable, approximate their fair value ( “FV” ) due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the FV of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest. Fair Value Measurements and Disclosures FASB ASC Topic 820, “Fair Value Measurements,” defines FV, and establishes a three-level valuation hierarchy for disclosures that enhances disclosure requirements for FV measures. The three levels are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include other than those in level 1 quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement. Financial assets are considered Level 3 when their FVs are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The FV hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the FV measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts receivable, accounts payable and accrued expenses, approximate their FV because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. As of June 30, 2021, and September 30, 2020, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at FV on a recurring basis. Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company had $0 accounts receivable at June 30, 2021 and September 30, 2020. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets and estimated lives as follows: Computer and office equipment 5 years Office furniture 7 years Leasehold decoration and renovation 10 years Production machinery 10 years Autos 5 years Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, related parties include: (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Contingencies The Company follows FASB ASC 450-20 to account for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss was incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Revenue Recognition The Company follows Accounting Standards Update (“ASU”) 2014-09 (and related amendments subsequently issued in 2016), Revenue from Contracts with Customers (ASC 606). The core principle underlying FASB ASC 606 is that the Company recognizes revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized when control of goods and services transfers to a customer, in an amount that reflects the consideration it expects to receive for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. For the Company’s mine information service, revenue is recognized when the mine information is forwarded to the client. The services of Fuse Group and Processing include due diligence on the potential mine seller and the mine, such as ownership of the mine and whether the mine meets all operation requirements and/or is currently in operation. Income Tax The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. The Company follows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Under FASB ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of operations. As of June 30, 2021, the Company had no unrecognized tax benefits and there was no charges during the nine months ended June 30, 2021, and accordingly, the Company did not recognize any interest or penalties related to unrecognized tax benefits. There was no accrual for uncertain tax position as of June 30, 2021. The Company files a U.S. income tax return. With few exceptions, the U.S. income tax returns filed for the years ending on September 30, 2017 and thereafter are subject to examination by the relevant taxing authorities. Earnings (Loss) per Share Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). Cash Flows Reporting The Company follows paragraph 230-10-45-24 of FASB ASC for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect Method”) as defined by paragraph 230-10-45-25 of FASB ASC to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of FASB ASC. Software Development Costs The Company incurs costs to develop software programs to be used primarily to meet its internal needs and to market to others. In accordance with FASB ASC 350-40, Internal-Use Software, the Company capitalizes development costs for these software applications once the preliminary project stage is complete and it is probable that the project will be completed, the software will be used to perform the function intended, and the value will be recoverable. In accordance with FASB ASC 985-20-25, costs incurred before product feasibility is established and all design and coding is completed are expensed. Reengineering costs and minor modifications and enhancements that do not significantly improve the overall functionality of the software are expensed as incurred. After considering recent developments of laws and regulations on token issuance and trading that would apply to the platform that the Company has been designing, management discussed its function and compliance issues with the designer of the software platform and concluded that the project had more issues and costs for compliance than originally expected. On December 23, 2019, the Board decided to terminate the project. Leases On October 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which superseded the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. For information regarding the impact of Topic 842 adoption, see Significant Accounting Policies - Leases and Note 11 – Commitments. The Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after October 1, 2019 are presented under Topic 842, while prior period amounts were not adjusted and continue to be reported in accordance with its historical accounting under Topic 840. The Company elected the package of practical expedients permitted under the transition guidance, which allowed it to carry forward its historical lease classification, its assessment on whether a contract was or contains a lease, and its initial direct costs for any leases that existed prior to October 1, 2019. The Company also elected to combine its lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. Upon adoption, the Company recognized total ROU assets of $54,775, with corresponding lease liabilities of $54,775 on its consolidated balance sheets. The ROU assets include adjustments for prepayments and accrued lease payments. The adoption did not impact our beginning retained earnings, or prior year consolidated statements of operations and statements of cash flows. Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. Operating leases are included in operating lease ROU assets and operating lease liabilities (current and non-current), on the consolidated balance sheets. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its CFS. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its FV, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its CFS. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its CFS. |
Going Concern
Going Concern | 9 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 3 Going Concern The accompanying CFS were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying CFS, the Company had an accumulated deficit of $5.98 million at June 30, 2021, the Company had net loss of $13,517 for the nine months ended June 30, 2021. In addition, the Company’s business and services and results of operations have been adversely affected and continue to be adversely affect by the COVID-19 (also see the discussion of COVID-19 in Note 1), these raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering or loans from banks or others. The CFS do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 4 Property and Equipment Property and equipment at June 30, 2021 and September 30, 2020 consisted of the following: June 30, 2021 September 30, 2020 Computer equipment $ 1,852 $ 1,852 Less accumulated depreciation (1,667 ) (1,389 ) Computer equipment, net 185 463 Office furniture 12,746 12,746 Less accumulated depreciation (8,194 ) (6,828 ) Office furniture, net 4,552 5,918 Total property and equipment, net $ 4,737 $ 6,381 Depreciation for the nine months ended June 30, 2021 and 2020 was $1,644 and $1,644, respectively. Depreciation for the three months ended June 30, 2021 and 2020 was $548 and $548, respectively. |
Prepaid Expenses (Current and N
Prepaid Expenses (Current and Non-current) | 9 Months Ended |
Jun. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets Disclosure [Text Block] | Note 5 Prepaid Expenses (Current and Non-current) As of June 30, 2021 and September 30, 2020, the Company had current prepaid Director & Officer insurance of $19,628 and $9,825, respectively. At June 30, 2021 and September 30, 2020, the Company had noncurrent prepaid expense of $1,000,000. On January 4, 2017, Processing entered into a Consulting and Strategist Agreement with a consulting company for a six-month |
Other payables
Other payables | 9 Months Ended |
Jun. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Note 6 Other Payables As of June 30, 2021, and September 30, 2020, the Company had other payables of $4,643 and $4,499, respectively. Other payables mainly consisted of salary payables. |
Loans Payables
Loans Payables | 9 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 7 Loans Payable On May 14, 2020, Processing received $49,600 from the Paycheck Protection Program loan (“PPP loan”) from U.S. Small Business Administration (“the SBA”). The loan was to forgiven if the funds are used for payroll costs, interest on mortgages, rent, and utilities (at least 60% of the forgiven amount must have been used for payroll). The loan amount not forgiven, had annual interest of 1%. Loan payments will be deferred to either (1) the date that SBA remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period. Loans issued prior to June 5, 2020 have a maturity of two years, loans issued after June 5, 2020 have a maturity of five years. No collateral or personal guarantees are required. A borrower may apply for loan forgiveness any time on or before the maturity date of the loan, including before the end of the Covered Period (either (1) the 24-week (168-day) period beginning on the PPP Loan Disbursement Date, or (2) if the Borrower received its PPP loan before June 5, 2020, the Borrower may elect to use an eight-week (56-day) Covered Period); provided such application for loan forgiveness is made within 10 months after the last day of the covered period, otherwise the loan is no longer deferred and the borrower must begin paying principal and interest. Just recently, the U.S. Treasury and SBA announced a streamlined PPP forgiveness application for loans of $50,000 or less (unless those borrowers together with their affiliates received loans totaling $2 million or more). It requires fewer calculations and may call for less documentation. It does not require borrowers to reduce their loan forgiveness calculations if they reduced full-time equivalent (“FTE”) or salaries. The forgiveness application processing time may also be shorter. Fuse Processing PPP loan forgiveness was approved in June 2021, the Company recorded $49,600 PPP loan forgiveness as other income. On June 24, 2020, Biotech received $105,400 from the Economic Injury Disaster Loan (“EIDL loan”) from the SBA after deducting $100 Uniform Commercial Code (“UCC”) handling charge and filing fee. This is a low-interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19), to help the businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has annual interest of 3.75% and is not forgivable. The maturity of the loan is 30 years, installment payments including principal and interest of $515 monthly will begin 12 months from the date of the promissory note. As of June 30, 2021, the future minimum principal amount of loan payments to be paid by year are as follows: Year Ending Amount 06/30/2022 $ 2,643 06/30/2023 2,210 06/30/2024 2,294 06/30/2025 2,381 06/30/2026 2,472 Thereafter 97,525 Total $ 109,525 |
Income Tax
Income Tax | 9 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 8 Income Tax At June 30, 2021 and September 30, 2020, the Company had net operating loss (“NOL”) carryforwards for income tax purposes. For federal income tax purposes, NOLs arising in tax years beginning after 2017 may only reduce 80% of a taxpayer’s taxable income, and may be carried forward indefinitely; for California income tax purposes, the entire NOL can be carried forward up to 20 years. However, the coronavirus Aid, Relief and Economic Security Act (“the CARES Act”) issued in March 2020, provides tax relief to both corporate and noncorporate taxpayers by adding a five-year carryback period and temporarily repealing the 80% limitation for NOLs arising in 2018, 2019 and 2020. The Company estimated NOL carry-forwards for Federal and California income tax purposes of $4.37 million and $4.36 million at June 30, 2021 and September 30, 2020, respectively. No tax benefit was reported with respect to these NOL carry-forwards in the accompanying CFS because the Company believes the realization of the Company’s net deferred tax assets for the NOL for both federal and California State of approximately $1.22 million as of June 30, 2021, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance. Components of deferred tax assets as of June 30, 2021 and September 30, 2020 are as follows: June 30, 2021 September 30, 2020 Net deferred tax assets: Expected income tax benefit from NOL carry-forwards $ 1,222,185 $ 1,218,780 Lease expense under ASU 842 528 390 Less valuation allowance (1,222,713 ) (1,219,170 ) Deferred tax assets, net of valuation allowance $ - $ - Income Tax Provision in the Statements of Operations A reconciliation of the consolidated federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the nine months ended June 30, 2021 and 2020 is as follows: 2021 2020 Federal statutory income tax expense (benefit) rate (21.00 )% 21.00 % Federal income tax rate difference 0.02 % 0.50 % Permanent difference 5.55 % 0.00 % State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax (6.95 )% 7.75 % Change in valuation allowance on net operating loss carry-forwards 43.98 % (9.40 )% Effective income tax rate 21.60 % 19.85 % Income Tax Provision in the Statements of Operations A reconciliation of the consolidated federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the three months ended June 30, 2021 and 2020 is as follows: 2021 2020 Federal statutory income tax expense (benefit) rate (21.00 )% 21.00 % Federal income tax rate difference 0.00 % 0.19 % Permanent difference (1.54 )% 0.00 % State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax (6.98 )% 7.28 % Change in valuation allowance on net operating loss carry-forwards 29.52 % (28.47 )% Effective income tax rate 0.00 % 0.00 % |
Revenue, Cost of Revenue and Ma
Revenue, Cost of Revenue and Major Customers | 9 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Note 9 Revenue, Cost of Revenue and Major Customers Fuse Group and Processing provide consulting services to mining industry clients to find mine acquisition targets within the parameters set by the clients, in circumstances in which the mine owner is considering selling its mining rights. The services of Fuse Group and Processing include due diligence on the potential mine seller and the mine, such as ownership of the mine and whether the mine meets all operation requirements and/or is currently in operation. Cost of revenue mainly consisted of the management’s travel expenses to visit these mines and consulting expenses paid for mine expertise during the mine due diligence period. For the nine months ended June 30, 2021 and 2020, the Company recorded revenue of $500,000 and $650,000 for the services provided, respectively. For the three months ended June 30, 2021 and 2020, the Company recorded revenue of $150,000 and $200,000 for the services provided, respectively. For the nine months ended June 30, 2021, the Company had three customers which accounted for 60%, 20% and 20% of the Company’s revenue. For the nine months ended June 30, 2020, the Company had one customer which accounted for 100% of the Company’s revenue. For the three months ended June 30, 2021, the Company had two customers which accounted for 67% and 33% of the Company’s revenue. For the three months ended June 30, 2020, the Company had one customer which accounted for 100% of the Company’s revenue. |
Acquisition of Mining Rights in
Acquisition of Mining Rights in Mexico | 9 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 10 Acquisition of Mining Rights in Mexico On February 9, 2021, Fuse Group and Processing entered into a Share Exchange Agreement with five individuals who owned Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company (“Portafolio”). Pursuant to the agreement, the Company would issue 14,285,715 shares of common stock of the Company for all the outstanding shares of Portafolio (the “Mexican Shares”) owned by these five sellers upon closing when the five sellers deliver all outstanding shares of Portafolio. Portafolio owns concessions rights to five mineral locations in Mexico. There are no business, no mining operations, no existing contracts for the sale of output, and no permits or licenses to conduct mining operations other than the concessions to explore the five mineral locations. The acquisition has not been completed yet as of June 30, 2021 as the Company was waiting for the completion of the transfer of Mexican Shares from the sellers to the Processing. |
Commitments
Commitments | 9 Months Ended |
Jun. 30, 2021 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 11 Commitments Lease Commitment Effective December 1, 2018, the Company entered a three-year lease for an office in the city of Arcadia, California. The monthly base rent is $2,115 payable on the first day of each month, with a 3% increase each year. The Company recorded rental cost of $20,557 and $20,557 for the nine months ended June 30, 2021 and 2020, respectively. The Company recorded rental cost of $6,787 and $6,853 for the three months ended June 30, 2021 and 2020, respectively. The components of lease costs, lease term and discount rate with respect to the office lease with an initial term of more than 12 months are as follows: Nine Months Ended June 30, 2021 2020 Operating Lease costs $ 20,557 $ 20,557 Weighted Average Remaining Lease Term 0.50 1.50 Weighted Average Discount Rate 4 % 4 % Three Months Ended June 30, 2021 2020 Operating Lease costs $ 6,787 $ 6,853 Weighted Average Discount Rate 4 % 4 % The following is a schedule of maturities of lease liabilities as of June 30, 2021: For the 12 months ended Operating Leases June 30, 2022 $ 11,219 Less: imputed interest (111 ) Present value of lease liabilities $ 11,108 Consulting and Service Agreements 1) On April 1, 2017, the Company entered into a strategic consulting agreement with a consulting company with a term of one year. The consulting company provides the Company the strategic advices on business development and marketing. The compensation to the consulting company is $50,000 per year, payable in equal installments at the end of each month. The agreement was extended to March 31, 2022 with the same terms. 2) Exploratory Drilling Agreement and Related Costs. On April 1, 2018, the Company entered into a contract with an individual owner of a mining concession in Mexico. The mine is located in Mexico, in the state of Sinaloa, Badiraguato municipality, Nocoriba village. The latitude is 25.2520000 and the longitude is -107.225500. The Company started drilling within the concession 10HAAS. For the nine months ended June 30, 2021 and 2020, the Company spent $0 on this mine. The Company expects to spend an additional $1.56 million on this project as of June 30, 2021. If the project is successful, the Company will receive 3% equity in the mine (which percentage will be paid upon successful completion of exploration and drilling of the mine). The mine owner is currently in discussion with a potential buyer to purchase this mine and the buyer is analyzing the minerals of this mine. The mine owner and Fuse Group have agreed to put exploration on hold until this buyer completes its analysis in preparation for making the acquisition decision. The project is currently on hold due to the COVID-19 pandemic. Negotiations will resume once the analysis of minerals of the mine is completed and accepted by the potential buyer. Employment Agreement The Company currently has an employment agreement with the Company’s CFO. Pursuant to the terms of his employment agreement, dated September 1, 2020, the CFO receives annual compensation of $50,000, and the agreement has a term of one year, from August 22, 2020. The CFO’s employment agreement includes typical clauses relating to noncompetition, nonsolicitation and indemnification of the CFO in connection with the service as the Company’s CFO. |
Restatement
Restatement | 9 Months Ended |
Jun. 30, 2021 | |
Prior Period Adjustment [Abstract] | |
Error Correction [Text Block] | Note 12 Restatement On February 9, 2021, Fuse Group and Processing entered into a Share Exchange Agreement with five individuals who owned Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company (“Portafolio”). The Company has prepared stock certificates for 14,285,715 shares of Fuse Shares but has not delivered them to the Sellers and such stock certificates for Fuse Shares were subsequently cancelled on October 20, 2021. The acquisition has not been completed yet as of June 30, 2021 as the Company was waiting for the completion of the transfer of the Mexican Shares from the sellers to the Processing, the $1,000,000 was incorrectly recorded as an asset for prepayment for acquisition of mining rights. The Company has re-evaluated the Share Exchange Agreement with Portafolio and determined the transaction was recorded in error as the share exchange has not yet occurred. After reconsideration, the Company determined that the Fuse Shares were incorrectly described as being issued, as they remained in the custody of the Company, so not delivered (i.e. provided as consideration) to the selling shareholders of Portafolio. The following table presents the effects of the restatement on the accompanying consolidated balance sheet at June 30, 2021: As Previously Restated Net Adjustment Prepayment for acquisition of mining rights $ 1,000,000 $ - $ (1,000,000 ) Total assets $ 2,160,450 $ 1,160,450 $ (1,000,000 ) Common stock $ 79,064 $ 64,778 $ (14,286 ) Additional paid-in capital 7,935,431 6,949,717 (985,714 ) Total company stockholders’ equity $ 2,035,174 $ 1,035,174 (1,000,000 ) Total liabilities and stockholders’ equity $ 2,160,450 $ 1,160,450 $ (1,000,000 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 13 Subsequent Events On August 22, 2021, the Company entered into an Employment Agreement with Mr. Michael Viotto, the Company’s Chief Financial Officer, to serve in such position for a one-year term, effective August 22, 2021. Under the terms of the Agreement, Mr. Viotto will receive an annual salary of $50,000, and will be eligible for an annual cash bonus in the Board’s sole discretion. On September 30, 2021, the Company and Fuse Biotech, Inc., a wholly owned subsidiary of the Company (the “Buyer”) entered into a Termination Agreement with E-Mo Biotech Holding Inc. (“E-Mo Biotech”), Qiyi Xie, Quan Qinghua, Jing Li and HWG Capital Sdn Bhd, effective on September 30, 2021. Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement, which was originally entered into by and among the Company, the Buyer, the Sellers and E-Mo Biotech on March 11, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements (“CFS”) were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim consolidated financial information as of June 30, 2021 and for the nine and three-month periods ended June 30, 2021 and 2020 was prepared without audit. Certain information and footnote disclosures, which are normally included in CFS prepared in accordance with U.S. GAAP were not included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, previously filed with the SEC on December 16, 2020. In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2021, its consolidated results of operations and cash flows for the nine months ended June 30, 2021 and 2020, as applicable, were made. |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation The CFS include the accounts of Fuse Group and its subsidiaries, Processing, Trading and Biotech. All significant inter-company accounts and transactions and balances were eliminated in consolidation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash For purposes of the statement of cash flows, the Company considers cash, money market funds, investments in interest bearing demand deposit accounts, time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of CFS in conformity with US 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 periods. Actual results could differ from those estimates. The significant areas requiring the use of management estimates include, but are not limited to, the estimated useful life and residual value of property, plant and equipment, recognition and measurement of deferred income taxes and the valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the consolidated financial statements. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying amounts of certain of the Company’s financial instruments, including cash and equivalents, accrued liabilities and accounts payable, approximate their fair value ( “FV” ) due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the FV of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest. Fair Value Measurements and Disclosures FASB ASC Topic 820, “Fair Value Measurements,” defines FV, and establishes a three-level valuation hierarchy for disclosures that enhances disclosure requirements for FV measures. The three levels are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include other than those in level 1 quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement. Financial assets are considered Level 3 when their FVs are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The FV hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the FV measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts receivable, accounts payable and accrued expenses, approximate their FV because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. As of June 30, 2021, and September 30, 2020, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at FV on a recurring basis. |
Accounts Receivable [Policy Text Block] | Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company had $0 accounts receivable at June 30, 2021 and September 30, 2020. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets and estimated lives as follows: Computer and office equipment 5 years Office furniture 7 years Leasehold decoration and renovation 10 years Production machinery 10 years Autos 5 years |
Related Parties, Policy [Policy Text Block] | Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, related parties include: (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies The Company follows FASB ASC 450-20 to account for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss was incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. |
Revenue [Policy Text Block] | Revenue Recognition The Company follows Accounting Standards Update (“ASU”) 2014-09 (and related amendments subsequently issued in 2016), Revenue from Contracts with Customers (ASC 606). The core principle underlying FASB ASC 606 is that the Company recognizes revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized when control of goods and services transfers to a customer, in an amount that reflects the consideration it expects to receive for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. For the Company’s mine information service, revenue is recognized when the mine information is forwarded to the client. The services of Fuse Group and Processing include due diligence on the potential mine seller and the mine, such as ownership of the mine and whether the mine meets all operation requirements and/or is currently in operation. |
Income Tax, Policy [Policy Text Block] | Income Tax The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. The Company follows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Under FASB ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of operations. As of June 30, 2021, the Company had no unrecognized tax benefits and there was no charges during the nine months ended June 30, 2021, and accordingly, the Company did not recognize any interest or penalties related to unrecognized tax benefits. There was no accrual for uncertain tax position as of June 30, 2021. The Company files a U.S. income tax return. With few exceptions, the U.S. income tax returns filed for the years ending on September 30, 2017 and thereafter are subject to examination by the relevant taxing authorities. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Share Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). |
Cash Flow, Policy [Policy Text Block] | Cash Flows Reporting The Company follows paragraph 230-10-45-24 of FASB ASC for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect Method”) as defined by paragraph 230-10-45-25 of FASB ASC to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of FASB ASC. |
Research and Development Expense, Policy [Policy Text Block] | Software Development Costs The Company incurs costs to develop software programs to be used primarily to meet its internal needs and to market to others. In accordance with FASB ASC 350-40, Internal-Use Software, the Company capitalizes development costs for these software applications once the preliminary project stage is complete and it is probable that the project will be completed, the software will be used to perform the function intended, and the value will be recoverable. In accordance with FASB ASC 985-20-25, costs incurred before product feasibility is established and all design and coding is completed are expensed. Reengineering costs and minor modifications and enhancements that do not significantly improve the overall functionality of the software are expensed as incurred. After considering recent developments of laws and regulations on token issuance and trading that would apply to the platform that the Company has been designing, management discussed its function and compliance issues with the designer of the software platform and concluded that the project had more issues and costs for compliance than originally expected. On December 23, 2019, the Board decided to terminate the project. |
Lessee, Leases [Policy Text Block] | Leases On October 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which superseded the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. For information regarding the impact of Topic 842 adoption, see Significant Accounting Policies - Leases and Note 11 – Commitments. The Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after October 1, 2019 are presented under Topic 842, while prior period amounts were not adjusted and continue to be reported in accordance with its historical accounting under Topic 840. The Company elected the package of practical expedients permitted under the transition guidance, which allowed it to carry forward its historical lease classification, its assessment on whether a contract was or contains a lease, and its initial direct costs for any leases that existed prior to October 1, 2019. The Company also elected to combine its lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. Upon adoption, the Company recognized total ROU assets of $54,775, with corresponding lease liabilities of $54,775 on its consolidated balance sheets. The ROU assets include adjustments for prepayments and accrued lease payments. The adoption did not impact our beginning retained earnings, or prior year consolidated statements of operations and statements of cash flows. Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. Operating leases are included in operating lease ROU assets and operating lease liabilities (current and non-current), on the consolidated balance sheets. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its CFS. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its FV, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its CFS. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Estimated Useful Lives [Member] | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets and estimated lives as follows: Computer and office equipment 5 years Office furniture 7 years Leasehold decoration and renovation 10 years Production machinery 10 years Autos 5 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Member] | |
Property and Equipment (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment at June 30, 2021 and September 30, 2020 consisted of the following: June 30, 2021 September 30, 2020 Computer equipment $ 1,852 $ 1,852 Less accumulated depreciation (1,667 ) (1,389 ) Computer equipment, net 185 463 Office furniture 12,746 12,746 Less accumulated depreciation (8,194 ) (6,828 ) Office furniture, net 4,552 5,918 Total property and equipment, net $ 4,737 $ 6,381 |
Loans Payables (Tables)
Loans Payables (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | On June 24, 2020, Biotech received $105,400 from the Economic Injury Disaster Loan (“EIDL loan”) from the SBA after deducting $100 Uniform Commercial Code (“UCC”) handling charge and filing fee. This is a low-interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19), to help the businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has annual interest of 3.75% and is not forgivable. The maturity of the loan is 30 years, installment payments including principal and interest of $515 monthly will begin 12 months from the date of the promissory note. As of June 30, 2021, the future minimum principal amount of loan payments to be paid by year are as follows: Year Ending Amount 06/30/2022 $ 2,643 06/30/2023 2,210 06/30/2024 2,294 06/30/2025 2,381 06/30/2026 2,472 Thereafter 97,525 Total $ 109,525 |
Income Tax (Tables)
Income Tax (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Components of deferred tax assets as of June 30, 2021 and September 30, 2020 are as follows: June 30, 2021 September 30, 2020 Net deferred tax assets: Expected income tax benefit from NOL carry-forwards $ 1,222,185 $ 1,218,780 Lease expense under ASU 842 528 390 Less valuation allowance (1,222,713 ) (1,219,170 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2021 2020 Federal statutory income tax expense (benefit) rate (21.00 )% 21.00 % Federal income tax rate difference 0.02 % 0.50 % Permanent difference 5.55 % 0.00 % State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax (6.95 )% 7.75 % Change in valuation allowance on net operating loss carry-forwards 43.98 % (9.40 )% Effective income tax rate 21.60 % 19.85 % 2021 2020 Federal statutory income tax expense (benefit) rate (21.00 )% 21.00 % Federal income tax rate difference 0.00 % 0.19 % Permanent difference (1.54 )% 0.00 % State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax (6.98 )% 7.28 % Change in valuation allowance on net operating loss carry-forwards 29.52 % (28.47 )% Effective income tax rate 0.00 % 0.00 % |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | The components of lease costs, lease term and discount rate with respect to the office lease with an initial term of more than 12 months are as follows: Nine Months Ended June 30, 2021 2020 Operating Lease costs $ 20,557 $ 20,557 Weighted Average Remaining Lease Term 0.50 1.50 Weighted Average Discount Rate 4 % 4 % Three Months Ended June 30, 2021 2020 Operating Lease costs $ 6,787 $ 6,853 Weighted Average Discount Rate 4 % 4 % |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following is a schedule of maturities of lease liabilities as of June 30, 2021: For the 12 months ended Operating Leases June 30, 2022 $ 11,219 Less: imputed interest (111 ) Present value of lease liabilities $ 11,108 |
Restatement (Tables)
Restatement (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Prior Period Adjustment [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The following table presents the effects of the restatement on the accompanying consolidated balance sheet at June 30, 2021: As Previously Restated Net Adjustment Prepayment for acquisition of mining rights $ 1,000,000 $ - $ (1,000,000 ) Total assets $ 2,160,450 $ 1,160,450 $ (1,000,000 ) Common stock $ 79,064 $ 64,778 $ (14,286 ) Additional paid-in capital 7,935,431 6,949,717 (985,714 ) Total company stockholders’ equity $ 2,035,174 $ 1,035,174 (1,000,000 ) Total liabilities and stockholders’ equity $ 2,160,450 $ 1,160,450 $ (1,000,000 ) |
Organization and Operations (De
Organization and Operations (Details) | Mar. 11, 2021shares | Feb. 09, 2021shares | Mar. 31, 2017$ / shares |
Fuse Trading Limited ("Trading") [Member] | |||
Organization and Operations (Details) [Line Items] | |||
Share Price | $ / shares | $ 0.13 | ||
Equity Method Investment, Ownership Percentage | 100.00% | ||
Portafolio en Investigacion Ambiental S.A. de C.V. ("Portafolio") [Member] | |||
Organization and Operations (Details) [Line Items] | |||
Number of Individuals | 5 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 14,285,715 | ||
E-Mo Biotech Holding Inc [Member] | |||
Organization and Operations (Details) [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 100,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 | Oct. 01, 2019 |
Accounting Policies [Abstract] | |||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 0 | $ 0 | |
Operating Lease, Right-of-Use Asset | 9,219 | $ 29,117 | $ 54,775 |
Operating Lease, Liability | $ 11,108 | $ 54,775 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment | 9 Months Ended |
Jun. 30, 2021 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 10 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 10 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 5 years |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Retained Earnings (Accumulated Deficit) | $ (5,979,321) | $ (5,979,321) | $ (5,965,804) | ||||||
Net Income (Loss) Attributable to Parent | $ 20,058 | $ 46,367 | $ (79,942) | $ 52,000 | $ (6,433) | $ (29,411) | $ (13,517) | $ 16,156 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 548 | $ 548 | $ 1,644 | $ 1,644 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Property, Plant and Equipment - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 4,737 | $ 6,381 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment, Gross | 1,852 | 1,852 |
Less accumulated depreciation | (1,667) | (1,389) |
Property and equipment, net | 185 | 463 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment, Gross | 12,746 | 12,746 |
Less accumulated depreciation | (8,194) | (6,828) |
Property and equipment, net | $ 4,552 | $ 5,918 |
Prepaid Expenses (Current and_2
Prepaid Expenses (Current and Non-current) (Details) | Jun. 22, 2018USD ($) | Jan. 04, 2017USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2018USD ($) |
Prepaid Expenses (Current and Non-current) (Details) [Line Items] | |||||||
Prepaid Expense, Current | $ 19,628 | $ 9,825 | |||||
Prepaid Expense, Noncurrent | 1,000,000 | $ 1,000,000 | |||||
Increase (Decrease) in Prepaid Expense | $ 33,648 | $ 29,474 | |||||
Consulting and Strategist Agreement [Member] | |||||||
Prepaid Expenses (Current and Non-current) (Details) [Line Items] | |||||||
Prepaid Expense, Noncurrent | $ 1,000,000 | ||||||
Contract, Term | 6 months | ||||||
Deposit Assets | $ 1,325,000 | ||||||
Increase (Decrease) in Prepaid Expense | $ (325,000) | ||||||
Number of Mines Under MOU | 5 | ||||||
Mine Purchase Price | $ 1,000,000 |
Other payables (Details)
Other payables (Details) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Disclosure Text Block Supplement [Abstract] | ||
Other Liabilities, Current | $ 4,643 | $ 4,499 |
Loans Payables (Details)
Loans Payables (Details) - USD ($) | Jun. 24, 2020 | May 14, 2020 | Jun. 30, 2021 |
Debt Disclosure [Abstract] | |||
Proceeds from Bank Debt | $ 105,400 | $ 49,600 | |
Debt Instrument, Description | The loan was to forgiven if the funds are used for payroll costs, interest on mortgages, rent, and utilities (at least 60% of the forgiven amount must have been used for payroll). | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | 1.00% | |
Debt Instrument, Payment Terms | Loan payments will be deferred to either (1) the date that SBA remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period. Loans issued prior to June 5, 2020 have a maturity of two years, loans issued after June 5, 2020 have a maturity of five years. No collateral or personal guarantees are required. A borrower may apply for loan forgiveness any time on or before the maturity date of the loan, including before the end of the Covered Period (either (1) the 24-week (168-day) period beginning on the PPP Loan Disbursement Date, or (2) if the Borrower received its PPP loan before June 5, 2020, the Borrower may elect to use an eight-week (56-day) Covered Period); provided such application for loan forgiveness is made within 10 months after the last day of the covered period, otherwise the loan is no longer deferred and the borrower must begin paying principal and interest. Just recently, the U.S. Treasury and SBA announced a streamlined PPP forgiveness application for loans of $50,000 or less (unless those borrowers together with their affiliates received loans totaling $2 million or more). It requires fewer calculations and may call for less documentation. It does not require borrowers to reduce their loan forgiveness calculations if they reduced full-time equivalent (“FTE”) or salaries. The forgiveness application processing time may also be shorter. | ||
Debt Instrument, Decrease, Forgiveness | $ 49,600 | ||
Debt Instrument, Fee Amount | $ 100 | ||
Debt Instrument, Term | 30 years | ||
Debt Instrument, Periodic Payment | $ 515 |
Loans Payables (Details) - Sche
Loans Payables (Details) - Schedule of Maturities of Long-term Debt | Jun. 30, 2021USD ($) |
Schedule of Maturities of Long-term Debt [Abstract] | |
06/30/2022 | $ 2,643 |
06/30/2023 | 2,210 |
06/30/2024 | 2,294 |
06/30/2025 | 2,381 |
06/30/2026 | 2,472 |
Thereafter | 97,525 |
Total | $ 109,525 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Sep. 30, 2020 |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 4,370 | $ 4,360 |
Deferred Tax Assets, Net | $ 1,220 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Expected income tax benefit from NOL carry-forwards | $ 1,222,185 | $ 1,218,780 |
Lease expense under ASU 842 | 528 | 390 |
Less valuation allowance | (1,222,713) | (1,219,170) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Effective Income Tax Rate Reconciliation | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||||
Federal statutory income tax expense (benefit) rate | (21.00%) | 21.00% | (21.00%) | 21.00% |
Federal income tax rate difference | 0.00% | 0.19% | 0.02% | 0.50% |
Permanent difference | (1.54%) | 0.00% | 5.55% | 0.00% |
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax | (6.98%) | 7.28% | (6.95%) | 7.75% |
Change in valuation allowance on net operating loss carry-forwards | 29.52% | (28.47%) | 43.98% | (9.40%) |
Effective income tax rate | 0.00% | 0.00% | 21.60% | 19.85% |
Revenue, Cost of Revenue and _2
Revenue, Cost of Revenue and Major Customers (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue, Cost of Revenue and Major Customers (Details) [Line Items] | ||||
Deferred Revenue, Revenue Recognized (in Dollars) | $ 150,000 | $ 200,000 | $ 500,000 | $ 650,000 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Revenue, Cost of Revenue and Major Customers (Details) [Line Items] | ||||
Concentration Risk, Percentage | 100.00% | 100.00% | ||
Customer Concentration Risk [Member] | Customer One [Member] | Revenue Benchmark [Member] | ||||
Revenue, Cost of Revenue and Major Customers (Details) [Line Items] | ||||
Concentration Risk, Percentage | 67.00% | 60.00% | ||
Customer Concentration Risk [Member] | Customer Two [Member] | Revenue Benchmark [Member] | ||||
Revenue, Cost of Revenue and Major Customers (Details) [Line Items] | ||||
Concentration Risk, Percentage | 33.00% | 20.00% | ||
Customer Concentration Risk [Member] | Customer Three [Member] | Revenue Benchmark [Member] | ||||
Revenue, Cost of Revenue and Major Customers (Details) [Line Items] | ||||
Concentration Risk, Percentage | 20.00% |
Acquisition of Mining Rights _2
Acquisition of Mining Rights in Mexico (Details) - Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company (“Portafolio”) [Member] | Feb. 09, 2021shares |
Acquisition of Mining Rights in Mexico (Details) [Line Items] | |
Number of Individuals | 5 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 14,285,715 |
Commitments (Details)
Commitments (Details) - USD ($) | Dec. 01, 2018 | Aug. 22, 2018 | Apr. 01, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Commitments (Details) [Line Items] | |||||||
Operating Leases, Rent Expense | $ 6,787 | $ 6,853 | $ 20,557 | $ 20,557 | |||
Employment Agreement, Annual Compensation | $ 50,000 | ||||||
Employment Agreement, Term | 1 year | ||||||
Arcadia, California [Member] | Lease of Office Space [Member] | |||||||
Commitments (Details) [Line Items] | |||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 2,115 | ||||||
Lessee, Operating Lease, Description | 3% increase each year | ||||||
Strategic Consulting Agreement [Member] | |||||||
Commitments (Details) [Line Items] | |||||||
Contract, Annual Fee | $ 50,000 | ||||||
Exploratory Drilling Agreement and Related Costs [Member] | |||||||
Commitments (Details) [Line Items] | |||||||
Costs Incurred, Exploration Costs | 0 | $ 0 | |||||
Exploratory Dirlling, Estimated Project Cost | $ 1,560,000 | ||||||
Portion of Net Profit from Minining Operations | 3.00% |
Commitments (Details) - Lease,
Commitments (Details) - Lease, Cost - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lease, Cost [Abstract] | ||||
Operating Lease costs | $ 6,787 | $ 6,853 | $ 20,557 | $ 20,557 |
Weighted Average Remaining Lease Term | 6 months | 1 year 6 months | 6 months | 1 year 6 months |
Weighted Average Discount Rate | 4.00% | 4.00% | 4.00% | 4.00% |
Commitments (Details) - Schedul
Commitments (Details) - Schedule of Future Minimum Rental Payments for Operating Leases - USD ($) | Jun. 30, 2021 | Oct. 01, 2019 |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | ||
June 30, 2022 | $ 11,219 | |
Less: imputed interest | (111) | |
Present value of lease liabilities | $ 11,108 | $ 54,775 |
Restatement (Details)
Restatement (Details) - Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company (“Portafolio”) [Member] | Feb. 09, 2021USD ($)shares |
Restatement (Details) [Line Items] | |
Number of Individuals | 5 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 14,285,715 |
Business Combination, Consideration Transferred | $ | $ 1,000,000 |
Restatement (Details) - Schedul
Restatement (Details) - Schedule of Error Corrections and Prior Period Adjustments - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Prepayment for acquisition of mining rights | $ 0 | |||||||
Total assets | 1,160,450 | $ 1,239,793 | ||||||
Common stock | 64,778 | 64,778 | ||||||
Additional paid-in capital | 6,949,717 | 6,949,717 | ||||||
Total company stockholders’ equity | 1,035,174 | $ 1,015,116 | $ 968,749 | 1,048,691 | $ 1,116,258 | $ 1,064,258 | $ 1,070,691 | $ 1,100,102 |
Total liabilities and stockholders’ equity | 1,160,450 | $ 1,239,793 | ||||||
Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Prepayment for acquisition of mining rights | 1,000,000 | |||||||
Total assets | 2,160,450 | |||||||
Common stock | 79,064 | |||||||
Additional paid-in capital | 7,935,431 | |||||||
Total company stockholders’ equity | 2,035,174 | |||||||
Total liabilities and stockholders’ equity | 2,160,450 | |||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Prepayment for acquisition of mining rights | (1,000,000) | |||||||
Total assets | (1,000,000) | |||||||
Common stock | (14,286) | |||||||
Additional paid-in capital | (985,714) | |||||||
Total company stockholders’ equity | (1,000,000) | |||||||
Total liabilities and stockholders’ equity | $ (1,000,000) |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 22, 2021USD ($) |
Chief Financial Officer [Member] | Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 50,000 |