Cover
Cover | 9 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Entity Registrant Name | LOOP MEDIA, INC. |
Entity Central Index Key | 0001643988 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Current assets | ||
Cash | $ 4,162,548 | $ 1,971,923 |
Accounts receivable, net | 1,571,226 | 780,939 |
Inventory | 223,048 | 39,075 |
Prepaid expenses and other current assets | 1,645,037 | 80,721 |
Prepaid income tax | 17,806 | 119,933 |
License content assets - current | 850,263 | 454,000 |
Note receivable - current | 10,215 | |
Total current assets | 8,469,928 | 3,456,805 |
Non-current assets | ||
Deposits | 34,289 | 19,831 |
License content assets - non current | 365,360 | 246,280 |
Equipment, net | 38,936 | 30,079 |
Operating lease right-of-use assets | 237,094 | 381,935 |
Intangible assets, net | 702,778 | 963,111 |
Note receivable | 97,975 | |
Goodwill | 1,970,321 | 583,086 |
Total non-current assets | 3,348,778 | 2,322,295 |
Total non-current assets | 3,348,778 | |
Total assets | 11,818,706 | 5,779,100 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,215,906 | 1,002,706 |
Payable on acquisition | 250,125 | 250,125 |
License content liabilities - current | 985,000 | 454,000 |
Note payable - current | 25,714 | 121,410 |
Deferred Income | 191,331 | 101,613 |
Convertible debt related party - current, net | 530,226 | |
Convertible debt - current, net | 415,704 | |
Lease liability - current | 167,101 | 146,153 |
Total current liabilities | 4,365,403 | 2,491,711 |
Non-current liabilities | ||
Convertible debt - related party, less current portion, net | 1,619,398 | 1,239,677 |
Convertible debt, less current portion, net | 1,243,115 | 177,799 |
Note payable - non-current | 460,924 | 452,090 |
Derivative liability | 1,058,633 | |
License content liabilities - non current | 0 | 227,000 |
Lease liability | 75,530 | 242,245 |
Total non-current liabilities | 4,457,600 | 2,338,811 |
Total liabilities | 8,823,003 | 4,830,522 |
Commitments and contingencies (Note 13) | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred stock | 20 | |
Common Stock, $0.0001 par value, 316,666,667 shares authorized, 133,470,018 and 114,320,910 shares issued and outstanding as of September 30, 2021 and September 30, 2020, respectively | 13,345 | 11,432 |
Common stock subscribed and not yet issued | 135,144 | |
Additional paid in capital | 69,824,754 | 36,669,899 |
Accumulated deficit | (66,842,416) | (35,867,920) |
Total stockholders' equity (deficit) | 2,995,703 | 948,578 |
Total liabilities and stockholders' equity (deficit) | 11,818,706 | 5,779,100 |
Preferred Stock Class B | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred stock | $ 20 | 20 |
Preferred Stock Class A | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred stock | $ 3 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Preferred stock, authorized | 16,666,667 | 16,666,667 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized | 316,666,667 | 316,666,667 | ||
Common stock, issued | 153,539,596 | 133,470,019 | 127,316,746 | 114,320,910 |
Common stock, outstanding | 153,539,596 | 133,470,019 | 127,316,746 | 114,320,910 |
Preferred Stock Class B | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized | 3,333,334 | 3,333,334 | 3,333,334 | |
Preferred stock, issued | 0 | 200,000 | 200,000 | 200,000 |
Preferred stock, outstanding | 0 | 200,000 | 200,000 | 200,000 |
Liquidation preference | $ 1.50 | $ 1.50 | $ 1.50 | |
Preferred Stock Class A | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, authorized | 3,333,334 | 3,333,334 | 3,333,334 | |
Preferred stock, issued | 0 | 0 | 30,667 | 30,667 |
Preferred stock, outstanding | 0 | 0 | 30,667 | 30,667 |
Liquidation preference | $ 0.15 | $ 0.15 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 18,679,956 | $ 2,660,004 | $ 5,069,149 | $ 2,966,454 |
Cost of revenue | 11,978,477 | 1,949,979 | 4,165,066 | 1,086,053 |
Gross profit | 6,701,479 | 710,025 | 904,084 | 1,880,401 |
Operating expenses | ||||
Selling, general and administrative | 19,354,942 | 15,211,751 | 20,333,216 | 7,466,047 |
Impairment of goodwill and intangibles | 2,390,799 | 11,206,523 | 6,350,000 | |
Total operating expenses | 19,354,942 | 17,602,550 | 31,539,739 | 13,816,047 |
Loss from operations | (12,653,463) | (16,892,525) | (30,635,655) | (11,935,646) |
Other income (expense) | ||||
Interest income | 200 | 8,653 | 10,123 | 4,688 |
Interest expense | (1,976,941) | (1,443,917) | (1,690,552) | (1,002,799) |
Change in fair value of derivative | 159,017 | |||
Income from equity investments | 1,551 | |||
Gain/(loss) on extinguishment of debt, net | 490,051 | 579,486 | 564,481 | (105,266) |
Gain on settlement of obligation | 13,900 | 13,900 | 192,557 | |
Loss on settlement of obligation | (15,000) | (15,000) | (473,822) | |
Loss on extinguishment of debt | (944,614) | (15,000) | ||
Inducement expense | (3,793,406) | |||
Other income | 4,279 | 10,000 | ||
Total other income (expense) | (2,266,596) | (855,327) | 953,752 | 5,168,048 |
Income tax (expense) / benefit | (1,051) | (99,830) | 614,912 | (1,600) |
Net loss | $ (14,921,110) | $ (17,847,682) | (30,974,496) | (17,105,294) |
Deemed dividend | (3,800,000) | |||
Net loss attributable to common stockholders | $ 30,974,496 | $ 20,905,294 | ||
Basic net loss per common share | $ (0.11) | $ (0.15) | $ (0.25) | $ (0.20) |
Diluted net loss per common share | $ (0.11) | $ (0.15) | ||
Weighted average number of common shares outstanding, Basic (in shares) | 141,183,276 | 120,474,850 | 122,422,335 | 105,929,876 |
Weighted average number of common shares outstanding, Diluted (in shares) | 141,183,276 | 120,474,850 | 122,422,335 | 105,929,876 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | Preferred Stock Preferred Stock Class B USD ($) shares | Preferred Stock Preferred Stock Class A USD ($) shares | Common Stock Common Class A [Member] USD ($) shares | Common Stock Common class B USD ($) shares | Common Stock USD ($) shares | Common stock subscriptions USD ($) | Additional Paid in Capital. USD ($) | Accumulated Deficit USD ($) | Preferred Stock Class A shares | USD ($) shares |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.6667 | |||||||||
Balance at beginning at Sep. 30, 2019 | $ 5,121 | $ 1,452 | $ 122,976 | $ 18,761,059 | $ (18,762,623) | $ 127,981 | ||||
Balance at beginning (in shares) at Sep. 30, 2019 | shares | 51,205,805 | 14,504,703 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Shares issued for cash | $ 439 | 3,516,061 | $ 3,516,500 | |||||||
Shares issued for cash (in shares) | shares | 4,393,333 | 4,393,333 | ||||||||
Shares to be issued | 47,168 | $ 47,168 | ||||||||
Issuance of common stock subscribed | $ 9 | (35,000) | 34,991 | |||||||
Issuance of common stock subscribed (in shares) | shares | 93,333 | |||||||||
Shares issued for consulting fees | $ 400 | 1,499,600 | $ 1,500,000 | |||||||
Shares issued for consulting fees (in shares) | shares | 4,000,000 | 4,000,000 | ||||||||
Shares issued in conjunction with reverse merger | $ 3 | $ 517 | (264,496) | $ (263,976) | ||||||
Shares issued in conjunction with reverse merger (in shares) | shares | 30,667 | 5,168,931 | ||||||||
Shares issued for cash | $ 10 | 4,799,990 | 4,800,000 | |||||||
Shares issued for cash (in shares) | shares | 100,000 | |||||||||
Warrants excercised | $ 1,802 | 25,231 | 27,033 | |||||||
Warrants excercised (in shares) | shares | 18,021,472 | |||||||||
Shares issued in conjunction with debt settlement | $ 10 | 4,799,990 | 4,800,000 | |||||||
Shares issued in conjunction with debt settlement (in shares) | shares | 100,000 | |||||||||
Warrants issued for settlement of debt to related party | 185,563 | 185,563 | ||||||||
Beneficial conversion feature of convertible debenture | (36,397) | (36,397) | ||||||||
Deemed Dividend | (3,800,000) | (3,800,000) | ||||||||
Stock-based compensation | 316,034 | 316,034 | ||||||||
Warrants issued for consultant services | 483,967 | 483,967 | ||||||||
Class A and B common shares merged into one class | $ 3,414 | $ (3,414) | ||||||||
Class A and B common shares merged into one class (in shares) | shares | 34,126,175 | (34,126,175) | ||||||||
Shares issued for asset purchase | $ 1,533 | $ 160 | 6,348,307 | 6,350,000 | ||||||
Shares issued for asset purchase (in shares) | shares | 15,333,333 | 1,600,000 | ||||||||
Net loss | (17,105,294) | (17,105,294) | ||||||||
Balance at ending at Sep. 30, 2020 | $ 20 | $ 3 | $ 11,433 | $ 0 | $ 11,432 | 135,144 | 36,669,900 | (35,867,920) | $ 948,578 | |
Balance at ending (in shares) at Sep. 30, 2020 | shares | 200,000 | 30,667 | 114,320,910 | 114,320,911 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Shares issued for cash (in shares) | shares | 3,228,000 | |||||||||
Conversion of convertible debenture | $ 100 | 376,256 | $ 376,356 | |||||||
Conversion of convertible debenture (in shares) | shares | 1,003,618 | |||||||||
Cash received for common stock subscribed | 330,000 | 330,000 | ||||||||
Issuance of common stock subscribed | $ 44 | (465,144) | 465,100 | |||||||
Issuance of common stock subscribed (in shares) | shares | 444,096 | |||||||||
Shares issued for consulting fees | $ 200,000 | |||||||||
Shares issued for consulting fees (in shares) | shares | 79,051 | |||||||||
Shares issued for acquisition | $ 200 | 5,689,555 | $ 5,689,755 | |||||||
Shares issued for acquisition (in shares) | shares | 2,003,435 | |||||||||
Warrants issued for severance | 82,000 | 82,000 | ||||||||
Shares issued in conjunction with reverse merger | (1) | (1) | ||||||||
Shares issued for cash | $ 327 | 4,054,673 | 4,055,000 | |||||||
Shares issued for cash (in shares) | shares | 3,281,333 | |||||||||
Shares issued for debt settlement for license content asset | $ 10 | 194,793 | $ 194,803 | |||||||
Shares issued for debt settlement for license content asset (in shares) | shares | 97,891 | 97,891 | ||||||||
Warrants issued in conjunction with debenture | 187,945 | $ 187,945 | ||||||||
Payment in kind interest stock issuance | $ 3 | 41,976 | 41,979 | |||||||
Payment in kind interest stock issuance (in shares) | shares | 14,475 | |||||||||
Beneficial conversion feature of convertible debenture | 2,762,055 | 2,762,055 | ||||||||
Stock-based compensation | 7,036,799 | 7,036,799 | ||||||||
Shares issued for equity investment in unconsolidated entity | $ 46 | 863,434 | 863,480 | |||||||
Shares issued for equity investment in unconsolidated entity (in shares) | shares | 454,463 | |||||||||
Conversion of series convertible stock to common stock | $ (3) | $ 307 | (304) | |||||||
Conversion of series convertible stock to common stock (in shares) | shares | (30,667) | 3,066,700 | ||||||||
Shares issued for asset purchase | $ 137 | 2,671,096 | 2,671,233 | |||||||
Shares issued for asset purchase (in shares) | shares | 1,369,863 | |||||||||
Net loss | (17,847,682) | (17,847,682) | ||||||||
Balance at ending at Jun. 30, 2021 | $ 20 | $ 12,732 | 63,853,146 | (53,715,602) | $ 10,150,296 | |||||
Balance at ending (in shares) at Jun. 30, 2021 | shares | 200,000 | 127,316,716 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.6667 | |||||||||
Balance at beginning at Sep. 30, 2020 | $ 20 | $ 3 | $ 11,433 | 0 | $ 11,432 | 135,144 | 36,669,900 | (35,867,920) | $ 948,578 | |
Balance at beginning (in shares) at Sep. 30, 2020 | shares | 200,000 | 30,667 | 114,320,910 | 114,320,911 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Shares issued for cash | $ 900 | $ 11,251,825 | 11,250,925 | $ 11,251,829 | ||||||
Shares issued for cash (in shares) | shares | 9,001,460 | 9,001,460 | ||||||||
Conversion of convertible debenture | $ 137 | 594,125 | $ 594,262 | |||||||
Conversion of convertible debenture (in shares) | shares | 1,366,794 | |||||||||
Cash received for common stock subscribed | 350,000 | 350,000 | ||||||||
Issuance of common stock subscribed | $ 50 | $ (485,144) | 485,094 | |||||||
Issuance of common stock subscribed (in shares) | shares | 497,429 | |||||||||
Shares issued for consulting fees | $ 10 | 236,824 | $ 236,834 | |||||||
Shares issued for consulting fees (in shares) | shares | 95,718 | 95,718 | ||||||||
Shares issued for acquisition | $ 246 | 6,552,989 | $ 6,553,235 | |||||||
Shares issued for acquisition (in shares) | shares | 2,457,898 | |||||||||
Warrants issued for severance | 82,000 | 82,000 | ||||||||
Shares issued for debt settlement for license content asset | $ 10 | 194,793 | 194,803 | |||||||
Shares issued for debt settlement for license content asset (in shares) | shares | 97,891 | |||||||||
Warrants issued in conjunction with debenture | 195,189 | 195,189 | ||||||||
Payment in kind interest stock issuance | $ 1 | 41,976 | $ 41,977 | |||||||
Payment in kind interest stock issuance (in shares) | shares | 14,475 | 14,475 | ||||||||
Stock-based compensation | 8,292,265 | $ 8,292,265 | ||||||||
Warrants issued for consultant services | 492,000 | 492,000 | ||||||||
Shares issued for license content assets | $ 118 | 2,065,878 | 2,065,996 | |||||||
Shares issued for license content asset (in shares) | shares | 1,180,880 | |||||||||
Conversion of series convertible stock to common stock | $ (3) | $ 306 | (303) | |||||||
Conversion of series convertible stock to common stock (in shares) | shares | (30,667) | 3,066,700 | 3,066,700 | |||||||
Shares issued for asset purchase | $ 134 | 2,671,096 | 2,671,230 | |||||||
Shares issued for asset purchase (in shares) | shares | 1,369,863 | |||||||||
Net loss | (30,974,496) | (30,974,496) | ||||||||
Balance at ending at Sep. 30, 2021 | $ 20 | $ 0 | $ 13,345 | $ 0 | $ 13,345 | 69,824,751 | (66,842,416) | 2,995,703 | ||
Balance at ending (in shares) at Sep. 30, 2021 | shares | 200,000 | 133,470,018 | 133,470,018 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Warrants issued for severance | 254,013 | |||||||||
Warrants issued in conjunction with debenture | 3,036,970 | 3,036,970 | ||||||||
Payment in kind interest stock issuance | $ (7) | (176,993) | (177,000) | |||||||
Payment in kind interest stock issuance (in shares) | shares | 69,455 | |||||||||
Beneficial conversion feature of convertible debenture | 2,079,993 | 2,079,993 | ||||||||
Stock-based compensation | 3,948,272 | 3,948,272 | ||||||||
Warrants issued for consultant services | 254,014 | |||||||||
Conversion of series convertible stock to common stock | $ (20) | $ 2,000 | (1,980) | |||||||
Conversion of series convertible stock to common stock (in shares) | shares | (200,000) | 20,000,000 | ||||||||
Net loss | (14,921,110) | (14,921,110) | ||||||||
Balance at ending at Jun. 30, 2022 | $ 15,352 | $ 79,319,016 | $ (81,763,526) | $ (2,429,158) | ||||||
Balance at ending (in shares) at Jun. 30, 2022 | shares | 153,539,473 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (30,974,496) | $ (17,105,294) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 1,070,366 | 630,992 |
Depreciation and amortization expense | 1,458,302 | 231,697 |
Amortization of license contract assets | 1,099,657 | 207,721 |
Amortization of right-of-use assets | 144,841 | 143,471 |
Bad debt expense | 323,878 | |
Gain/loss on extinguishment of debt | (579,486) | 105,266 |
Change in fair value of derivative | (159,017) | |
Warrants issued for severance | (82,000) | |
Stock-based compensation | 8,292,265 | 1,816,034 |
Goodwill tax benefits for Spkr and Eon acquisitions | (719,688) | |
Gain on settlement of obligations | (13,900) | (192,557) |
Loss on settlement of obligations | 15,000 | 473,822 |
Inducement expense | 3,793,406 | |
Impairment of goodwill and intangible assets | 11,209,630 | 6,350,000 |
Common stock issued to consultants | 236,834 | |
Warrants issued to consultant | 492,000 | 483,967 |
Change in operating assets and liabilities: | ||
Accounts receivable | (1,005,975) | (269,369) |
Prepaid income tax | 102,126 | (433) |
Inventory | (183,973) | (24,902) |
Prepaid expenses | (314,316) | (37,113) |
Deposit | (14,458) | (6,264) |
Accounts payable and accrued liabilities | 1,352,949 | (161,929) |
License content liability | 304,000 | 681,000 |
License contract asset | (1,615,000) | (908,000) |
Operating lease liabilities | (145,766) | (140,557) |
Deferred income | 13,167 | 4,779 |
NET CASH USED IN OPERATING ACTIVITIES | (9,529,061) | (4,408,232) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of EON Media Group, net of cash acquired | (1,499,937) | |
Purchase of equipment | (22,249) | (18,173) |
Collection of note receivable | 5,765 | |
NET CASH USED IN INVESTING ACTIVITIES | (1,522,186) | (12,408) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 10,001,825 | 3,516,500 |
Proceeds from related party loan | 1,000,000 | |
Proceeds from PPP loan | 486,638 | 573,500 |
Proceeds from preferred shares | 1,000,000 | |
Proceeds from issuance of convertible debt | 2,950,000 | 48,670 |
Repayment of stockholder loans | (546,592) | |
Share issuance costs | 0 | (80,134) |
Proceeds from issuing common stock subscribed | 350,000 | 35,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 13,241,871 | 6,093,536 |
Change in cash and cash equivalents | 2,190,625 | 1,672,897 |
Cash, beginning of period | 1,971,923 | 299,026 |
Cash, end of period | 4,162,548 | 1,971,923 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW STATEMENTS | ||
Cash paid for interest | 539,902 | 53,324 |
Cash paid for income taxes | 800 | 1,600 |
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Preferred shares issued for debt settlement | 4,800,000 | |
Common shares issued for debt settlement | 194,803 | |
Debt and accrued interest exchanged as part of debt settlement | 1,006,597 | |
Preferred shares issued in exchange for cash | 4,800,000 | |
Conversion of convertible debenture to common stock | $ 594,262 | |
Common stock issued for acquisition | 6,553,235 | |
Inducement for intangible asset rights | $ 2,065,996 | |
Addition of new leases accounted for under ASC 842 | 211,429 | |
Assumption of office lease by related party | 20,825 | |
Warrants issued for settlement of debt | 46,000 | |
Warrants issued as debt discount on convertible debenture | 185,563 | |
Obligation to issue shares | 12,168 | |
Common stock issued in connection with reverse merger | 517 | |
Preferred stock issued in connection with reverse merger | 3 | |
Payment in kind common stock payment | 41,977 | |
Shares and warrants issued | $ 1,250,000 | |
Warrants issued as debt discount on convertible debenture | 195,189 | |
Shares issued for asset purchase | $ 2,671,233 | 6,350,000 |
Warrants exercised | 27,033 | |
Conversion of Preferred Class A stock to common stock | 307 | |
Shares issued for common stock subscribed | $ 485,094 | 35,000 |
Deemed dividend | $ 3,800,000 |
BUSINESS
BUSINESS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BUSINESS | NOTE 1 – BUSINESS Loop Media Inc. is a Nevada corporation. We were incorporated under the laws of the State of Nevada on May 11, 2015. We are a multichannel digital video platform media company that uses marketing technology, or “MarTech,” to generate our revenue and offer our services. Our technology and vast library of videos and licensed content enable us to curate and distribute short-form videos to out-of-home (“OOH”) dining, hospitality, retail and other locations and venues to enable them to inform, entertain and engage their customers. Our technology provides third-party advertisers with a targeted marketing and promotional tool for their products and services and, in certain instances, allows us to measure the number of potential viewers of such advertising and promotional materials. We also allow OOH customers to access our service without advertisements by paying a monthly subscription fee. In addition to providing services to OOH venue operators, we currently provide our services direct to consumers (“D2C”) in their homes on connected TVs (“CTVs”) and on their mobile devices. We offer self-curated music video content licensed from major and independent record labels, as well as movie, television and video game trailers, kid-friendly videos, viral videos, drone footage, news headlines, and lifestyle and atmospheric channels. We distribute our content and advertising inventory to OOH locations primarily through (i) our owned and operated platform (“O&O Network”) of Loop Media-designed “small-box” streaming Android media players (“Loop Players”) and legacy ScreenPlay computers and (ii) through screens on digital networks owned and operated by third parties (“Partner Network”, and together with the O&O Network, the “Loop Network”). We moved to an advertising-based model and ramped up distribution of Loop Players for our O&O Network starting in early 2021. As of June 30, 2022, we had 12,584 quarterly active units (“QAUs”). We launched our Partner Network business beginning in early May 2022 with one partner on approximately 5,000 of the partner’s screens, and we rolled out to the remaining 12,000 screens in that network as of mid-May 2022, remaining at approximately that level as of early-August 2022. Our legacy businesses, including our content subscription-based business and our CTV business, complement these newer businesses. Going concern and management’s plans As of June 30, 2022, we had cash of $709,725 and an accumulated deficit of ($81,763,526). During the nine months ended June 30, 2022, we used net cash in operating activities of $(8,832,956). We have incurred net losses since inception. These conditions raise substantial doubt about our ability to continue as a going concern within one year from the issuance date of these consolidated financial statements. Our primary source of operating funds since inception has been cash proceeds from debt and equity financing transactions. Our ability to continue as a going concern is dependent upon our ability to generate sufficient revenue and our ability to raise additional funds by way of our debt and equity financing efforts. The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These unaudited consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or classification of the liabilities that might be necessary if we are unable to continue as a going concern. Our ability to continue as a going concern is dependent on management’s further implementation of our ongoing and strategic plans, which include continuing to raise funds through equity and/or debt raises. If we are unable to raise adequate funds, certain aspects of the ongoing and strategic plans may require modification. Management is in the process of identifying sources of capital via strategic partnerships, debt refinancing and equity investments through one or more private placements. | NOTE 1 – BUSINESS Loop Media Inc. (the “Company”; formerly Interlink Plus, Inc.) is a Nevada corporation. The Company was incorporated under the laws of the State of Nevada on May 11, 2015. On February 5, 2020, the Company and the Company’s wholly owned subsidiary, Loop Media Acquisition, Inc. (“Merger Sub”), a Delaware corporation, closed the Agreement and Plan of Merger (the “Merger Agreement”) with Loop Media, Inc. (“Loop”), a Delaware corporation. Pursuant to the Merger Agreement, Merger Sub merged with and into Loop with Loop as surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, the Company acquired 100% of the outstanding shares of Loop in exchange for 152,823,970 shares of the Company’s common stock at an exchange ratio of 1:1. Loop was incorporated on May 18, 2016 under the laws of the State of Delaware. As a result of such acquisition, the Company’s operations now are focused on premium short-form video for businesses and consumers. In connection with the Merger, on February 6, 2020, the Company entered into a Purchase Agreement (the “Asset Purchase Agreement”) with Zixiao Chen (“Buyer”) for the purchase of assets relating to the Company’s two major business segments: travel agency assistance services and convention services (together, the “Business”). In consideration for the assets of the Business, Buyer transferred to the Company 2,000,000 shares of its common stock and agreed to assume and discharge any and all liabilities relating to the Business accruing up to the effective time of the Asset Purchase Agreement. The shares were retired and restored to the status of authorized and unissued shares. In 2019 Loop owned 100% of the capital stock of two companies that make up ScreenPlay. ScreenPlay was a combination of ScreenPlay, Inc. (“SPI”), a state of Washington corporation incorporated in 1991, and SPE, Inc. (“SPE”), a state of Washington corporation incorporated in 2008. ScreenPlay provided customized audiovisual environments that supported integrated brand strategies for clients in the retail, hospitality, and business services markets, and for online content providers. On January 24, 2020 the Company merged SPE with and into the Company. The certificate of merger was issued by the State of Washington on January 24, 2020 and the certificate of ownership and merger was issued by the State of Delaware on January 24, 2020. For accounting purposes, Loop was the surviving entity. The transaction was accounted for as a recapitalization of Loop pursuant to which Loop was treated as the accounting acquirer, surviving and continuing entity although the Company is the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with the Merger. Accordingly, the Company’s historical financial statements are those of Loop and its wholly-owned subsidiary, ScreenPlay, immediately following the consummation of this reverse merger transaction. On June 8, 2020, a 1 for 1.5 reverse stock split of the Company’s common stock became effective. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively adjusted for the effects of the reverse split for all periods presented. Going concern and management’s plans As of September 30, 2021, the Company had cash of $4,162,548 and an accumulated deficit of ($66,842,416). During the twelve months ended September 30, 2021, the Company used net cash in operating activities of $ (9,529,061). The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of these consolidated financial statements. The Company’s primary source of operating funds since inception has been cash proceeds from debt and equity financing transactions. The ability of the Company to continue as a going concern is dependent upon its ability to generate sufficient revenue and its ability to raise additional funds by way of its debt and equity financing efforts. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management’s further implementation of the Company’s on-going and strategic plans, which include continuing to raise funds through equity and/or debt raises. Should the Company be unable to raise adequate funds, certain aspects of the on-going and strategic plans may require modification. Management is in the process of identifying sources of capital via strategic partnerships, debt refinancing and equity investments through one or more private placements. COVID-19 The continuing spread of COVID-19 around the world is affecting the United States and global economies and has affected our operations and those of third parties on which we rely, including disruptions in staffing, order fulfillment and demand for product. In addition, the COVID-19 pandemic has and may continue to affect our revenue significantly. Additionally, while the potential economic impact brought by, and the duration of the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. The continuing impact of the COVID-19 pandemic is highly uncertain and subject to change. As COVID-19 continues to evolve, the extent to which the coronavirus impacts operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. The Company continues to monitor the pandemic and, the extent to which the continued spread of the virus adversely affects our customer base and therefore revenue. As the COVID-19 pandemic is complex and rapidly evolving, the Company’s plans as described above may change. At this point, the Company cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on the business, results of operations, financial position, and cash flows. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The following (a) condensed consolidated balance sheet as of September 30, 2021, which has been derived from our audited financial statements, and (b) our unaudited condensed consolidated interim financial statements for the nine months ended June 30, 2022, have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the Securities Act of 1933. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended June 30, 2022, are not necessarily indicative of results that may be expected for the year ending September 30, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended September 30, 2021, included in our Annual Report on Form 10-KT filed with the Securities and Exchange Commission ("SEC") on January 21, 2022. Basis of presentation The unaudited Use of estimates The preparation of the unaudited condensed consolidated financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of other equity and debt instruments, fair value of intangible assets and recoverability of license content assets. Business combinations We account for business acquisitions under Accounting Standards Codification (“ASC”) 805, Business Combinations. Segment reporting We report as one reportable segment because we do not have more than one operating segment. Our business activities, revenues and expenses are evaluated by management as one reportable segment. Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash deposits. We maintain our cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, our cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. We have not experienced any losses on such accounts. On June 30, 2022, and September 30, 2021, we had no cash equivalents. As of June 30, 2022, and September 30, 2021, approximately $459,725 and $3,655,716 of cash exceeded the FDIC insurance limits, respectively. Accounts receivable Accounts receivable represent amounts due from customers. We assess the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgment and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of June 30, 2022, and September 30, 2021, we recorded an allowance for doubtful accounts of $445,946 and $426,813 Concentration of credit risk During the nine-months ended June 30, 2022, we had three customers which each individually comprised greater than 10% of net revenue. These customers represented 25%, 20%, and 11% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. As of June 30, 2022, three customers accounted for a total of 52% of our accounts receivable balance or 24%, 18%, and 10%, respectively. No other customer accounted for more than 10% of total accounts receivable. We grant credit in the normal course of business to our customers. Periodically, we review past due accounts and make decisions about future credit on a customer-by-customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. Our concentration of credit risk was not significant as of June 30, 2022, and September 30, 2021. License Content Asset On January 1, 2020, we adopted the guidance in ASU 2019-02, Entertainment—Films—Other Assets—Film Costs (Subtopic 926-20) and Entertainment—Broadcasters—Intangibles—Goodwill and Other (Subtopic 920-350): Improvements to Accounting for Costs of Films and License Agreements for Program Materials Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. The capitalization policy for the company is to capitalize property and equipment purchases greater than $3,000, as well as internally-developed software enhancements. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. See below for estimated useful lives: Equipment 3 5 Software 3 years Goodwill and other intangible assets Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill and other intangible assets determined to have an indefinite useful life are not amortized but are subject to impairment tests. We conduct our annual impairment tests or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We conducted the annual impairment test on September 30, 2021. When evaluating goodwill and indefinite-lived intangible assets for impairment, we may first perform an assessment of qualitative factors to determine if the fair value of the reporting unit or the intangible asset is more-likely-than-not greater than the carrying amount. Significant factors considered in this assessment include, but are not limited to, macro-economic conditions, market and industry conditions, cost considerations, the competitive environment, overall financial performance, and results of past impairment tests. If, based on a review of the qualitative factors, we determine it is more-likely-than-not that the fair value is greater than the carrying value, we may bypass a quantitative test for impairment. In performing the quantitative test for impairment of goodwill, we compare the fair value of each reporting unit with it carrying amount, including goodwill, in order to identify a potential impairment. Measurement of the fair value of a reporting unit is based on a fair value measure using the sum of the discounted estimated future cash flows. Estimates of forecasted cash flows involve measurement uncertainty, and it is therefore possible that reductions in the carrying value of goodwill may be required in the future because of changes in management’s future cash flow estimates. When the fair value of a reporting unit is less than its carrying amount, goodwill of the reporting unit is considered to be impaired. Effective January 1, 2020, we adopted the guidance in Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment Operating leases We determine if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, we have elected the short-term lease measurement and recognition exemption and recognize such lease payments on a straight-line basis over the lease term. Fair value measurement We determine the fair value of our assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive 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 one or more unobservable inputs which are significant to the fair value measurement. The carrying amount of our financial instruments, including cash, accounts receivable, deposits, short-term portion of notes receivable and notes payable, and current liabilities approximate fair value due to their short-term nature. We do not have financial assets or liabilities that are required under US GAAP to be measured at fair value on a recurring basis. We have not elected to use fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. We record assets and liabilities at fair value on a nonrecurring basis as required by US GAAP. Assets recognized or disclosed at fair value in the condensed The following table summarizes fair value measurements of the Derivative Liability as of June 30, 2022: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 893,925 893,925 Total $ — $ — $ 893,925 $ 893,925 The following table summarizes fair value measurements of the Derivative Liability as of September 30, 2021: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 1,058,633 1,058,633 Total $ — $ — $ 1,058,633 $ 1,058,633 The following table summarizes changes in fair value measurements of the Derivative Liability during the nine months ended June 30, 2022: Balance as of September 30, 2021 $ 1,058,633 Derivative liability issued with convertible debentures — Change in fair value (164,708) Balance as of June 30, 2022 $ 893,925 The following table summarizes the unobservable inputs used in the valuation of the derivatives during the nine months ended June 30, 2022: Expected term 0.42 - 2 years Discount rate 7.12% - 15.00% Volatility 75% - 110.0% Convertible debt and derivative treatment When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock, and b) classified in shareholders’ equity in its statement of financial position. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt and beneficial conversion features If the conversion feature is not treated as a derivative, we assess whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. We amortize the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. Advertising costs We expense all advertising costs as incurred. Advertising and marketing costs for the nine months ended June 30, 2022, and 2021 were $4,232,734 and $776,086, respectively. Revenue recognition We recognize revenue in accordance with ASC 606 , Revenue from Contracts with Customers ● executed contracts with our customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when we satisfy each performance obligation. Performance obligations and significant judgments Our revenue streams can be categorized into the following performance obligations and recognition patterns: ● Delivery of streaming services including content encoding and hosting. We recognize revenue over the term of the service based on bandwidth usage. ● Delivery of subscription content services in customized formats. We recognize revenue over the term of the service. ● Delivery of hardware for ongoing subscription content delivery through software. We recognize revenue at the point of hardware delivery. ● Revenue share arrangements, where platform providers distribute our licensed content and providers pay us a portion of the usage-based advertising revenues. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, we do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. Customer acquisition costs We record commission expense associated with subscription revenue. Commissions are included in operating expenses. We have elected the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. Cost of revenue Cost of revenue represents the amortized cost of ongoing licensing and hosting fees, which is recognized over time based on usage patterns. The depreciation expense associated with the Loop players is not included in cost of sales. Deferred income We bill subscription services in advance of when the service period is performed. The deferred income recorded at June 30, 2022, and September 30, 2021 represents our accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. Net loss per share We account for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at June 30, 2022, and September 30, 2021, respectively, because their inclusion would have been anti-dilutive. June 30, September 30, 2022 2021 Options to purchase common stock 18,966,306 17,833,356 Warrants to purchase common stock 17,930,025 15,464,700 Series A preferred stock — — Series B preferred stock — 20,000,000 Convertible debentures 4,942,491 5,815,323 Total common stock equivalents 41,838,822 59,113,379 Share-based compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the share-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Recent accounting pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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) | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Screenplay and EON Media Group. These consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”). All inter-company transactions and balances have been eliminated on consolidation. Use of estimates The preparation of the consolidated financial statements in conformity with 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of warrants, fair value of intangible assets, recoverability of goodwill and intangible assets. Business combinations The Company accounts for business acquisitions under Accounting Standards Codification (“ASC”) 805, Business Combinations. Variable interest entities (“VIE”) Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity’s net assets exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE if (a) the entity lacks sufficient equity or (b) the entity’s equity holders lack power or the obligation and right as equity holders to absorb the entity’s expected losses or to receive its expected residual returns. If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable interests that has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and has the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which activities most significantly impact the VIE’s economic performance and determine whether it, or another party, has the power to direct those activities. As of September 30, 2021, and 2020, the Company had no investments that qualify as VIE. Segment reporting The Company reports as one reportable segment because the Company does not have more than one operating segment. The Company's business activities, revenues and expenses are evaluated by management as one reportable segment. Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. The Company has not experienced any loses on such accounts. On September 30, 2021, and September 30, 2020, the Company had no cash equivalents. As of September 30, 2021, and September 30, 2020, approximately $3,655,716, and $1,695,763 of cash exceeded the FDIC insurance limits, respectively. Accounts receivable Accounts receivable represent amounts due from customers. The Company assesses the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgement and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of September 30, 2021, and September 30, 2020, the Company had recorded an allowance for doubtful accounts of $426,813 Concentration of credit risk The Company grants credit in the normal course of business to its customers. Periodically, the Company reviews past due accounts and makes decisions about future credit on a customer by customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. The Company’s concentration of credit risk was not significant as of September 30, 2021, and September 30, 2020. Inventory Inventories are valued at the lower of cost or net realizable value. The Company purchases inventory from a vendor and all inventory purchased is deemed finished goods. Cost is determined using the first-in-first-out basis for finished goods. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to net realizable value, if lower. As of September 30, 2021, and September 30, 2020, the Company recorded no valuation allowance. Prepaid expenses Expenditures paid in one accounting period which will not be consumed until a future period such as insurance premiums and annual subscription fees are accounted for on the balance sheet as a prepaid expense. When the asset is eventually consumed, it is charged to expense. License Content Asset On January 1, 2020, the Company adopted the guidance in ASU 2019-02, Entertainment — Films — Other Assets — — Equity method investments The Company accounts for investments in unconsolidated entities under the equity method of accounting if it could exercise significant influence over the operating and financial policies of an entity but does not have a controlling financial interest. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments are reported under the line-item captioned equity method investment income in our Consolidated Statements of Operations. The carrying value of our equity method investments is reported in equity method investments in the Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Goodwill and other intangible assets Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill and other intangible assets determined to have an indefinite useful life are not amortized but are subject to impairment tests. The Company conducts its annual impairment tests or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company conducted the annual impairment test on September 30, 2021. This is a change in accounting principle as the timing of the annual impairment test in prior periods was for the twelve months ended December 31, 2020. The Company deems the change of impairment test timing to be appropriate as part of the year end change from December 31,2021 to September 30, 2021. When evaluating goodwill and indefinite-lived intangible assets for impairment, the Company may first perform an assessment of qualitative factors to determine if the fair value of the reporting unit or the intangible asset is more-likely-than-not greater than the carrying amount. Significant factors considered in this assessment include, but are not limited to, macro-economic conditions, market and industry conditions, cost considerations, the competitive environment, overall financial performance, and results of past impairment tests. If, based on a review of the qualitative factors, the Company determines it is more-likely-than-not that the fair value is greater than the carrying value, the Company may bypass a quantitative test for impairment. In performing the quantitative test for impairment of goodwill, the Company compares the fair value of each reporting unit with it carrying amount, including goodwill, in order to identify a potential impairment. Measurement of the fair value of a reporting unit is based on a fair value measure using the sum of the discounted estimated future cash flows. Estimates of forecasted cash flows involve measurement uncertainty, and it is therefore possible that reductions in the carrying value of goodwill may be required in the future because of changes in management’s future cash flow estimates. When the fair value of a reporting unit is less than it carrying amount, goodwill of the reporting unit is considered to be impaired. Effective January 1, 2020, the Company adopted the guidance in Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment The Company measures impairment of indefinite-lived intangible assets, which consist of brand name, based on projected discounted cash flows. The Company also re-evaluates the useful life of the brand name to determine whether events and circumstances continue to support an indefinite useful life. The Company charged Eon goodwill $4,442,487 to impairment during the twelve months ended September 30, 2021. The Company also charged goodwill for the tax benefit on acquisition of Spkr and Eon Media Group of $719,688 during the twelve months ended September 30, 2021. See Note 8 for Goodwill discussion. Long-lived assets The Company evaluates the recoverability of long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner that an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if their carrying amount is not recoverable through the undiscounted cash flows. The impairment loss is based on the difference between the carrying amount and estimated fair value as determined by discounted future cash flows. The Company’s finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from two Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. The capitalization policy for the company is to capitalize property and equipment purchases greater than $3,000. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Estimated useful lives for Equipment and Software is 5 years and 3 years, respectively. Operating leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. Fair value measurement ● The company determines the fair value of its assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive 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 is one or more unobservable inputs which are significant to the fair value measurement. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The derivative liabilities are recognized at fair value on a recurring basis at September 30, 2021 and are Level 3 measurements. There have been no transfers between levels . The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 1,058,633 1,058,633 Total $ — $ — $ 1,058,633 $ 1,058,633 The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Balance as of September 30, 2020 $ — Derivative liability issued with convertible debentures 1,217,650 Change in fair value (159,017) Balance as of September 30, 2021 $ 1,058,633 The following table summarizes the unobservable inputs used in the valuation of the derivatives during the nine months ended September 30, 2021: Expected term 1.17 – Discount rate 7.12% – Volatility 90% – Convertible debt and derivative treatment When the Company issues debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in shareholders’ equity in its statement of financial position. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt and beneficial conversion features If the conversion feature is not treated as a derivative, the Company assesses whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. The Company amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. Advertising costs The Company expenses all advertising costs as incurred. Advertising and marketing costs for the twelve months ended September 30, 2021, and 2020, were $981,878 and $143,096, respectively. Revenue recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. Performance obligations and significant judgments The Company’s revenue streams can be categorized into the following performance obligations and recognition patterns: ● Delivery of streaming services including content encoding and hosting. The Company recognizes revenue over the term of the service based on bandwidth usage. ● Delivery of subscription content services in customized formats. The Company recognizes revenue over the term of the service. ● Delivery of hardware for ongoing subscription content delivery through software. The Company recognizes revenue at the point of hardware delivery. ● Revenue share arrangements, where platform providers distribute the Company’s licensed content and providers pay the Company a portion of the usage-based advertising revenues. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, the Company does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. Customer acquisition costs The Company records commission expense associated with subscription revenue. Commissions are included in operating expenses. The Company has elected the practical expedient that allows the Company to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. Cost of revenue Cost of revenue represents the cost of the delivered hardware and related bundled software and is recognized at the time of sale. For ongoing licensing and hosting fees, cost of sales is recognized over time based on usage patterns. Deferred income The Company bills subscription services in advance of when the service period is performed. The deferred income recorded at September 30, 2021 and September 30, 2020, represents the Company’s accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. Net loss per share The Company accounts for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2021, and September 30, 2020, respectively, because their inclusion would have been anti-dilutive. September 30, September 30, 2021 2020 Options to purchase common stock 17,833,356 8,312,306 Warrants to purchase common stock 15,464,700 8,217,376 Series A preferred stock — 3,066,700 Series B preferred stock 20,000,000 20,000,000 Convertible debentures 5,815,323 6,908,637 Total common stock equivalents 59,113,379 46,505,019 Shipping and handling costs A shipping and handling fee is charged to customers and recorded as revenue at the time of sale. The associated cost of shipping and handling is recorded as a cost of revenue at the time of service. Income taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Stock-based compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Recently adopted accounting pronouncements In March 2019, the FASB issued ASU 2019-02, Entertainment — — — — — — Accounting standards issued but not yet effective In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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) |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 3 – BUSINESS COMBINATION Asset purchase from Spkr Inc. On October 13, 2020, the Company acquired from Spkr Inc., a Delaware corporation, assets that included technology (Spkr.com website, internet domain name and a mobile application available in the Apple Inc. IOS Store as Spkr: Curated Podcast Radio), trade names and customers. Spkr Inc. provides short-form feeds of podcasts and other curated audio, providing content organized into different channels, personalized audio feed built from a listener’s chosen content as well as an always-on, continuously updating, living playlist. The purchase price for the acquired assets consisted of consideration of 1,369,863 shares of the Company’s common stock, par value $0.0001 per share, valued at $2,671,233. The cost of the single asset acquisition is $2,671,233 and was impaired in the twelve months ended September 30, 2021 (see Note 8 for impairment discussion). Business acquisition of EON Media Group The Company obtained control of EON Media Group through two investments, which ASC 805 refers to as a “business combination achieved in stages.” On December 1, 2020, the Company acquired from Ithaca EMG Holdco LLC (Ithaca) 1,350 ordinary shares and 1,084 preference shares issued by EON Media Group Pte. Ltd (EON Media Group). The first stage of the transaction resulted in Company acquiring a 20% equity interest in EON Media Group, and was recorded as an equity method investment. The purchase price consideration for the acquired shares consisted of $750,000 in cash and 454,463 shares of the Company’s common stock valued at $863,480. On April 27, 2021, the Company acquired from Far West Entertainment 3,650 ordinary shares, from a private individual 3,650 ordinary shares and from Ithaca EMG Holdco LLC (Ithaca) 1,350 ordinary shares and 1,084 preference shares issued by EON Media Group Pte. Ltd (EON Media Group). The second stage of the transaction resulted in the Company acquiring the remaining 80% equity interest in EON Media Group. The purchase price consideration for the acquired shares consisted of $750,000 in cash and 2,003,435 shares of the Company’s common stock valued at $5,689,755. The allocation of the purchase consideration is as follows: April 27, 2021 Fair value of shares issued $ 5,689,755 Cash consideration 750,000 Fair value of prior investment in EON Media Group 1,615,030 Total consideration paid $ 8,054,785 The purchase price allocation is as follows: April 27, 2021 Cash and cash equivalents $ 63 Goodwill 5,829,722 Brand name intangible asset 2,300,000 Current liabilities (75,000) Total purchase price allocation $ 8,054,785 The proforma disclosures of revenues and earnings of the combined entities, showing the EON acquisition occurring at of the beginning of the 2021 and 2020 were not materially different from the actual reported results in 2021 and 2020, respectively. From April 27, 2021, to September 30, 2021, EON recognized revenue of $120,957 and incurred a net loss of $6,918,858, of which $4,442,487 is Eon Goodwill impairment and $2,251,513 is Eon brand name intangible asset impairment, recorded as operating expenses, on the consolidated statement of operations. The Company also impaired an additional $162,093 in Goodwill for the twelve months ended September 30, 2021. See Note 8 for Goodwill discussion. |
INVENTORY
INVENTORY | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORY. | NOTE 3 – INVENTORY Our finished goods inventory consisted of the following on June 30, 2022, and September 30, 2021: June 30, September 30, 2022 2021 Computers $ 7,830 $ 6,881 Hasp keys 4,724 3,581 Loop player — 212,586 Total inventory $ 12,554 $ 223,048 | NOTE 4 – INVENTORY The Company’s finished goods inventory consisted of the following on September 30, 2021, and September 30, 2020: September 30, September 30, 2021 2020 Computers $ 6,881 $ 13,522 Hasp keys 3,581 633 Loop player 212,586 24,920 Total inventory $ 223,048 $ 39,075 |
NOTE RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
NOTE RECEIVABLE. | NOTE 5 – NOTE RECEIVABLE On December 23, 2014, SPI entered a promissory note receivable whereby it advanced $137,860 to Lodestar Entertainment, LLC. The remaining balance of $105,720 was written off as uncollectible on March 31, 2021. Interest earned for the twelve months ended September 30, 2021, and 2020, was $1,077 and $4,453, respectively. |
LICENSE CONTENT ASSETS
LICENSE CONTENT ASSETS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
LICENSE CONTENT ASSETS | NOTE 4 – LICENSE CONTENT ASSETS License Content Assets To stream video content to the users, we generally secure intellectual property rights to such content by obtaining licenses from, and paying royalties or other consideration to, rights holders or their agents. The licensing arrangements can be for a fixed fee, variable fee, or combination of both. The licensing arrangements specify the period when the content is available for streaming. The license content assets are two years in duration and include prepayments to distributors for customer subscription revenues, per play usage fees, and ad supported fees. As of June 30, 2022, license content assets were $420,789 recorded as License content asset, net – current and $36,797 recorded as License content asset, net – noncurrent. We recorded amortization expense of $933,036 and $783,567 for the nine months ended June 30, 2022, and 2021, respectively, in cost of revenue, in the consolidated statements of operations, related to capitalized license content assets. The amortization expense for the next two years for capitalized license content assets as of June 30, is $436,346 in 2022, and $21,240 in 2023. License Content Liabilities On June 30, 2022, we had $50,250 of obligations comprised of $50,250 in License content liability – current and $0 in License content liability – noncurrent on the Consolidated Balance Sheets. Payments for content liabilities for the nine months ended June 30, 2022, were $853,500. The expected timing of payments for these content obligations is $19,000 payable in fiscal year 2022, and $31,250 payable in fiscal year 2023. Certain contracts provide for recoupment of payments on minimum obligations during the term of the contracts. | NOTE 6 – LICENSE CONTENT ASSETS License Content Assets To stream video content to the users, the Company generally secures intellectual property rights to such content by obtaining licenses from, and paying royalties or other consideration to, rights holders or their agents. The licensing arrangements can be for a fixed fee, variable fee, or combination of both. The licensing arrangements specify the period when the content is available for streaming. The license content assets are two years in duration and include prepayments to distributors for customer subscription revenues, per play usage fees, and ad supported fees. As of September 30, 2021, license content assets were $850,263 recorded as License content asset, net – current and $365,360 recorded as License content asset, net – noncurrent. Additions to the License content assets for the twelve months ended September 30, 2021, were $47,500. The Company issued common shares capitalized as License content asset and the Company subsequently deemed the equity portion of the consideration paid was not recoverable and not recoupable and therefore impaired the License content asset for the value of the capitalized shares for $2,260,799 during the twelve months ended September 30, 2021. The Company recorded amortization expense of $1,362,921 and $283,187 for the twelve months ended September 30, 2021, and 2020, respectively, in cost of revenue, in the consolidated statements of operations, related to capitalized license content assets. The amortization expense for the next two years for capitalized license content assets as of September 30, is $1,058,773 in 2022, and $156,849 in 2023. License Content Liabilities On September 30, 2021, the Company had $985,000 of obligations comprised of $985,000 in License content liability – current and $0 in License content liability – noncurrent on the Consolidated Balance Sheets. Payments for content liabilities for the twelve months ended were $699,000. Additions to the License content liabilities for the twelve months ended September 30, 2021, were $47,500. The expected timing of payments for these content obligations is $581,000 payable in 2021 and $404,000 payable in 2022. Certain contracts provide for recoupment of payments on minimum obligations during the term of the contracts. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 – PROPERTY AND EQUIPMENT The Company’s property and equipment consisted of the following as of September 30, 2021, and September 30, 2020: September 30, September 30, 2021 2020 Equipment $ 489,456 $ 467,208 Software 53,450 53,450 542,906 520,659 Less: accumulated depreciation (503,970) (490,580) Total, equipment net $ 38,936 $ 30,079 Depreciation expense, calculated using straight line method, charged to operations amounted to $13,390 and $10,904 respectively, for the twelve months ended September 30, 2021, and 2020. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | ||
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 5. GOODWILL AND OTHER INTANGIBLE ASSETS As of June 30, 2022, and September 30, 2021, the balance of goodwill was $1,970,321 and $1,970,321, respectively. Our other intangible assets, each definite lived assets, consisted of the following as of June 30, 2022, and September 30, 2021: June 30, September 30, Useful life 2022 2021 Customer relationships nine years $ 1,012,000 $ 1,012,000 Content library two years 198,000 198,000 Total intangible assets, gross 1,210,000 1,210,000 Less: accumulated amortization (591,556) (507,222) Total (591,556) (507,222) Total intangible assets, net $ 618,444 $ 702,778 Amortization expense charged to operations amounted to $84,333 and $727,715, respectively, for the nine months ended June 30, 2022, and the nine months ended June 30, 2021. Annual amortization expense for the next five years and thereafter is estimated to be $56,222 (remaining in 2022), $112,444, $112,444, $112,444, $112,444, and $112,444, respectively. The weighted average life of the intangible assets subject to amortization is 5.5 years on June 30, 2022. | NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS As of September 30, 2021, and September 30, 2020, the balance of goodwill was $1,970,321 and $583,086, respectively. On April 27, 2021, the EON Media Group acquisition value of goodwill was $5,829,722. Post-acquisition adjustments were $74,937. The Company charged $4,442,487 to EON Media Group goodwill impairment for the twelve months ended September 30, 2021. The Company also charged $719,688 to goodwill impairment for the tax benefits from the Spkr acquisition and the EON Media Group acquisition as of September 30, 2021. See Note 3 for details on the EON business acquisition. The Company’s other intangible assets, each definite lived assets, consisted of the following as of September 30, 2021, and September 30, 2020: September 30, September 30, Useful life 2021 2020 Screenplay brand not applicable $ — $ 130,000 Customer relationships nine years 1,012,000 1,012,000 Content library two years 198,000 198,000 Total intangible assets 1,210,000 1,340,000 Less: accumulated amortization (507,222) (376,889) Total intangible assets, net $ 702,778 $ 963,111 In April 2021, the Company acquired EON in a step business acquisition and the associated EON brand name intangible valued at $2,300,000 with a useful life of 20 years. In October 2020, the Company acquired from Spkr Inc. assets that consisted of single asset acquisition of $2,671,233 in technology (see Note 3) with a useful life of 2 years. During twelve months ended September 30, 2020, the Company acquired intellectual property valued at $6,350,000 for issuance of Class B Shares. The Company fully impaired the intellectual property and recognized a loss on impairment of $6,350,000. Amortization expense charged to operations amounted to $1,451,773 and $218,306, respectively, for the twelve months ended September 30, 2021, and 2020. The Spkr Inc. technology intangible remaining net amortizable value was charged to impairment for $1,405,142, Eon intangible of $2,251,513 was charged to impairment, and an impairment of $130,000 on brand name, was all recorded for the twelve months ended September 30, 2021. Annual amortization expense for the next five years and thereafter is estimated to be $112,444, $112,444, $112,444, $112,444, $112,444, and $140,556, respectively. The weighted average life of the intangible assets subject to amortization is 6.2 on September 30, 2021. |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
LEASES | NOTE 6 – LEASES Operating leases We have operating leases for office space and office equipment. Many leases include one or more options to renew, some of which include options to extend the leases for a long-term period, and some leases include options to terminate the leases within 30 days. In certain of our lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for capital area maintenance, utilities, inflation and/or changes in other indexes. June 30, September 30, 2022 2021 Short term portion $ 119,178 $ 167,101 Long term portion — 75,530 Total lease liability $ 119,178 $ 242,631 Maturity analysis under these lease agreements are as follows: 2022 (remaining months) $ 46,414 2023 84,175 Total undiscounted cash flows 130,589 Less: 10% Present value discount (11,411) Lease liability $ 119,178 Nine months ended June 30, 2022 2021 Operating lease expense $ 133,332 $ 137,530 Short-term lease expense 6,600 7,000 Total lease expense $ 139,932 $ 144,530 Operating lease expense is included in selling, general and administration expenses in the consolidated statement of operations. For the nine months ended June 30, 2022, cash payments against lease liabilities totaled $138,066, accretion on lease liability of $14,613. For the nine months ended June 30, 2021, cash payments against lease liabilities totaled $134,207, accretion on lease liability of $26,084. Weighted-average remaining lease term and discount rate for operating leases are as follows: Weighted-average remaining lease term 0.73 years Weighted-average discount rate 10 % | NOTE 9 – LEASES Operating leases The Company has operating leases for office space and office equipment. Many leases include one or more options to renew, some of which include options to extend the leases for a long-term period, and some leases include options to terminate the leases within 30 days. In certain of the Company’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for capital area maintenance, utilities, inflation and/or changes in other indexes. Lease liability is summarized below: September 30, September 30, 2021 2020 Short term portion $ 167,101 $ 139,858 Long term portion 75,530 248,540 Total lease liability $ 242,631 $ 388,398 Maturity analysis under these lease agreements are as follows: 2022 $ 184,480 2023 84,175 Total undiscounted cash flows 268,656 Less: 10% Present value discount (26,025) Lease liability $ 242,631 Lease expense for the twelve months ended September 30, 2021, and 2020, was comprised of the following: Twelve months ended September 30, September 30, 2021 2020 Operating lease expense $ 177,777 $ 169,029 Short-term lease expense 8,400 3,250 Total lease expense $ 186,177 $ 172,279 Operating lease expense is included in selling, general and administration expenses in the consolidated statement of operations. For the twelve months ended September 30, 2021, cash payments against lease liabilities totaled $179,089, accretion on lease liability of $32,936. For the twelve months ended September 30, 2020, cash payments against lease liabilities totaled $165,550, accretion on lease liability of $42,755. Weighted-average remaining lease term and discount rate for operating leases are as follows: Weighted-average remaining lease term 1.44 years Weighted-average discount rate 10 % |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of June 30, 2022, and September 30, 2021: June 30, September 30, 2022 2021 Accounts payable $ 3,739,527 $ 1,147,585 Interest payable 190,515 106,631 Payroll liabilities 20,250 20,250 Other accrued liabilities 5,496,862 307,977 Accrued liabilities 5,707,627 434,858 Accrued royalties 3,316,708 633,463 Total accounts payable and accrued expenses $ 12,763,862 $ 2,215,906 | NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of September 30, 2021, and September 30, 2020: September 30, September 30, 2021 2020 Accounts payable $ 1,147,581 $ 253,677 Interest payable 106,631 166,290 Accrued liabilities 941,440 537,884 Payroll liabilities 20,250 44,855 Total accounts payable and accrued expenses $ 2,215,902 $ 1,002,706 |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | |
NOTE PAYABLE | NOTE 11 – NOTE PAYABLE PPP loan round 1 On May 10, 2021, the Company received a notification from the Small Business Association for the full forgiveness of the PPP loan of $573,500 received on April 27, 2020. The first round of PPP loans forgiven consisted of $573,500 principal and $5,986 accrued interest; are included in other income for the twelve months ended September 30, 2021. PPP loan round 2 On April 26, 2021, the Company received the proceeds from a loan in the amount of $486,638 , pursuant to the Paycheck Protection Program of the CARES Act (“PPP”). The loan matures on April 19, 2026 and bears interest at a rate of 1% per annum. The loan is evidenced by a promissory note, dated as of April 19, 2021, which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. All or a portion of the loan may be forgiven by the U.S. Small Business Administration (the “SBA”) upon application by the Company beginning 8 weeks but not later than 24 weeks (“covered period”) after loan approval and upon documentation of expenditures in accordance with the SBA requirements. The loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Repayment begins 10 months after the covered period (any length between eight and 24 weeks) with payments to begin July 31, 2022. The current portion of the loan is $0 , assuming payments will begin on July 31, 2022. Principal payments for the years ended September 30, are $0 in 2021, $25,714 in 2022, $126,975 in 2023, $128,242 in 2024, $129,539 in 2025, and $76,168 thereafter. Interest expense for the twelve months ended September 30, 2021, is $2,187 . In the event the loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. While the Company intends to apply for the forgiveness of the loan, there is no assurance that the Company will obtain forgiveness of the loan in whole or in part. The Company intends to use the proceeds from the loan for qualifying expenses. The application for these funds requires the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further requires the Company to consider its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria. |
CONVERTIBLE DEBENTURES PAYABLE
CONVERTIBLE DEBENTURES PAYABLE | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Debt Instruments [Abstract] | ||
CONVERTIBLE DEBENTURES PAYABLE | NOTE 8 – CONVERTIBLE DEBENTURES PAYABLE Convertible debentures as of June 30, 2022: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party convertible debentures: Current Long Term Balance Cash PIK Maturity Date issued $3,000,000 convertible debenture amended October 23, 2020 (1) $ — $ — $ — — — — — $750,000 convertible debenture, December 1, 2020 (2) 673,753 — 750,000 4% 6% 12/1/2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) 705,041 — 800,000 4% 6% 12/1/2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) 349,730 — 400,000 4% 6% 12/1/2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) 347,168 — 400,000 4% 6% 12/1/2022 36,364 Total related party convertible debentures, net $ 2,075,692 $ — $ 2,350,000 Convertible debentures: $350,000 convertible debenture, January 12, 2021 (2) $ 311,993 $ — $ 350,000 4% 6% 12/1/2022 87,500 $250,000 convertible debenture, May 21, 2021 (2) 218,122 — 250,000 4% 6% 12/1/2022 22,727 $2,079,993 convertible debenture, May 9, 2022 (5) 72,466 142,714 2,079,993 10% — 12/1/2023 — Total convertible debentures, net $ 602,581 $ 142,714 $ 2,679,993 Convertible debentures as of September 30, 2021: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party convertible debentures: Current Long Term Balance Cash PIK Maturity Date issued $3,000,000 convertible debenture amended October 23, 2020 (1) $ 530,226 $ 876,256 $ 2,715,582 10% — 12/1/2023 3,550,709 $750,000 convertible debenture, December 1, 2020 (2) — 536,508 750,000 4% 6% 12/1/2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) — 534,114 800,000 4% 6% 12/1/2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) — 259,246 400,000 4% 6% 12/1/2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) — 252,070 400,000 4% 6% 12/1/2022 36,364 Total related party convertible debentures, net $ 530,226 $ 2,458,194 $ 5,065,582 Convertible debentures: $350,000 convertible debenture, January 12, 2021 (3) $ — $ 243,578 $ 350,000 4% 6% 12/1/2022 87,500 $250,000 convertible debenture, May 21, 2021 (4) — 160,741 250,000 4% 6% 12/1/2022 22,727 Total convertible debentures, net $ — $ 404,319 $ 600,000 (1) Unsecured convertible debentures (at $0.60 per common share) issued to related parties, amended October 23, 2020, interest at 10% per annum beginning November 1, 2020, monthly payments of unpaid interest accrued at 12.5% per annum will be paid in arrears through March 31, 2021, beginning April 1, 2021, we began paying equal monthly installments of principal and interest at 10% per annum through December 1, 2023 . The debentures are convertible at any time prior to the maturity in whole or in parts into our common shares at a price of $0.60 per common share. We issued 3,550,709 common share purchase warrants, with each warrant exercisable at $0.86 for a period of 10 years . The beneficial conversion feature totaled $612,313 and was recorded as a debt discount. We also recorded the allocated fair value of the warrants, $2,387,687 as additional debt discount. On May 9, 2022, we completed a transfer of these convertible debentures in the aggregate principal amount of $2,068,399 by prepaying the principal and interest owed on such debentures in full under the terms of the debentures and issuing new substantially identical unsecured convertible debentures in the aggregate principal amount of $2,079,993 to a related party. (2) On December 1, 2020, we offered, in a private placement, the aggregate offering amount of up to $3,000,000 of Senior Secured Promissory Debentures, with a minimum subscription amount of $250,000 and common stock warrants with an aggregate exercise price of $750,000 and aggregate exercisable warrant shares of 272,727 shares. We treated the conversion feature as a derivative instrument. At the option of the Senior Secured Promissory Note holders, the notes are convertible at the earlier of a change of control event, a Qualified IPO, both of which are defined in the Promissory Note Agreement or the maturity date of December 1, 2022. If the conversion takes place at the maturity date, the note will be converted in whole or in parts (which cannot be less than 50% of the amount due under the note) into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the thirty trading day period ending one trading day prior to the maturity date. If the conversion takes place at the change of control date, the note will be converted into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the ten trading day period ending one trading day prior to the change of control effective date. In the event of a Qualified IPO, but subject to the closing of such Qualified IPO, the amount due shall convert in full on the closing date of such Qualified IPO into a number of shares equal to the amount due on such closing date divided by the applicable IPO conversion price, as defined in the Promissory Note Agreement. The Senior Secured Promissory Debentures under the offering accrue cash interest at 4% per annum and payment in kind (PIK) interest at 6% payable in our common stock, determined on a 360-day basis. Cash interest is payable in advance for the period from the issue date to November 30, 2021, and then is payable six months in arrears on June 1, 2022, then six months in arrears on December 1, 2022. The accrued PIK interest is payable in shares of common stock in an amount equal to the amount of PIK Interest accrued as of such date, divided by the volume weighted average price (VWAP) of common stock during each trading day during the ten-trading day period ending one trading day prior to the PIK Interest Payment due dates of June 1, 2021, December 1, 2021, June 1, 2022, and December 1, 2022. The proceeds received upon issuing the Senior Secured Promissory Debentures were first allocated to the fair value of the embedded features with the remainder to the debt host instrument. ● $750,000 December 1, 2020 debenture the fair value of the conversion feature of $339,216 and the allocated fair value of the warrants of $26,770 were recorded as debenture discount. ● $350,000 January 12, 2021 debenture the fair value of the conversion feature of $139,751 and the allocated fair value of the warrants of $31,282 were recorded as debenture discount. ● $800,000 April 1, 2021 debenture the fair value of the conversion feature of $319,431 and the allocated fair value of the warrants of $60,406 were recorded as debenture discount. ● $400,000 May 1, 2021 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $31,309 were recorded as debenture discount. ● $250,000 May 21, 2021 debenture the fair value of the conversion feature of $99,822 and the allocated fair value of the warrants of $14,940 were recorded as debenture discount. ● $400,000 June 2, 2021 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $30,481 were recorded as debenture discount. (3) Convertible debentures (at $0.60 per common share) issued to a former officer, interest at 10% per annum, amended as of October 22, 2020, provides those monthly payments of $7,939 including principal and interest are to be made beginning December 1, 2020 through its maturity date of December 1, 2023; secured by 5,000,000 shares of our common stock which are owned by the Chief Executive Officer. The debenture is convertible at any time prior to December 1, 2023, in whole or in parts into our common stock at a price of $0.60 per common share. As the effective conversion rate based on the principal $287,000 was $0.60 per share which was less than our stock price on the date of issuance, a beneficial conversion feature was present at the issuance date. The beneficial conversion feature totaled $30,996 and was recorded as a debt discount. For the nine months ended September 30, 2021, principal payments totaled $29,939 . On July 2, 2021, $216,105 total debenture and $1,800 of unpaid accrued interest was converted into 363,176 shares of common stock and we recognized a gain on debt extinguishment of $15,006 on debenture discount. (4) Secured convertible debenture (primary interest in all of our assets), interest at 11% per annum, accrued monthly and the outstanding principal and unpaid accrued interest was due January 8, 2021. $326,143 total debenture and $50,213 of unpaid accrued interest was converted into 1,003,618 shares of common stock on January 8, 2021. The lender received 1,003,618 shares of common stock from this conversion and we recognized no gain or loss. (5) On May 9, 2022, we completed a transfer of certain of our outstanding unsecured convertible debentures in the aggregate principal amount of $2,068,399 (the “Old Debentures”) by prepaying the principal and interest owed on such debentures in full under the terms of the debentures and issuing new substantially identical unsecured convertible debentures in the aggregate principal amount of $2,079,993 (the “New Debentures”) to a related party (the “Transfer”). The New Debentures, like the Old Debentures, mature on December 1, 2023, require monthly installments of principal and interest at 10% per annum and are convertible at any time prior to the maturity in whole or in part into our common shares at a price of $0.60 per common share. We had previously sought, but did not receive, certain concessions from the holders of the Old Debentures related to ongoing monthly principal and interest payments and the conversion of the Old Debentures into shares of our common stock in connection with any significant public equity capital raise by us. In connection with the issuance of the New Debentures, the holder thereof (the “Transferee”) has agreed to a cessation of principal and interest payments on the New Debentures until December 1, 2022, at which time accrued interest would be paid in a lump sum in cash and monthly principal and interest payments would resume. The Transferee has further agreed to convert the New Debentures into shares of our common stock upon any significant public equity capital raise by us. The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the convertible debentures: Nine months ended June 30, 2022 2021 Interest expense $ 385,086 $ 488,248 Amortization of debt discounts 1,199,498 954,081 Total $ 1,584,584 $ 1,442,329 For the three months remaining 2022 $ — 2023 4,795,763 2024 234,230 Convertible debentures payable, related and non-related party 5,029,993 Less: Debt discount on convertible debentures payable (2,209,006) Total convertible debentures payable, related and non-related party, net $ 2,820,987 | NOTE 12 – CONVERTIBLE DEBENTURES PAYABLE Convertible debentures as of September 30, 2021: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Current Long Term Balance Cash PIK Maturity Date issued Related party convertible debentures: $3,000,000 convertible debenture amended October 23, 2020 (1) $ 530,226 $ 876,256 $ 2,715,582 10% 01-12-2023 3,550,709 $750,000 convertible debenture, December 1, 2020 (2) — 536,508 750,000 4% 6% 01-12-2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) — 534,114 800,000 4% 6% 01-12-2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) — 259,246 400,000 4% 6% 01-12-2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) — 252,070 400,000 4% 6% 01-12-2022 36,364 Total related party convertible debentures, net $ 530,226 $ 2,458,193 $ 5,065,582 Convertible debentures: $287,000 convertible debenture converted July 1, 2021 (3) $ — $ — $ — 10% 01-07-2021 $400,000 convertible debenture converted January 8, 2021 (4) — — — 11% 08-01-2021 $350,000 convertible debenture, January 12, 2021 (2) — 243,579 350,000 4% 6% 01-12-2022 87,500 $250,000 convertible debenture, May 21, 2021 (2) — 160,741 250,000 4% 6% 01-12-2022 22,727 Total convertible debentures, net $ — $ 404,320 $ 600,000 Convertible debentures as of September 30, 2020: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Current Long Term Balance Cash PIK Maturity Date issued Related party convertible debentures: $3,000,000 convertible debenture amended October 23, 2020 (1) $ — $ 1,239,677 $ 3,150,411 10% 01-12-2023 3,550,709 Total related party convertible debentures, net $ — $ 1,239,677 $ 3,150,411 Convertible debentures: $287,000 convertible debenture amended October 22, 2020 (3) $ 89,561 $ 177,799 $ 287,000 10% 01-07-2021 $400,000 convertible debenture amended August 20, 2019 (4) 326,143 — 326,143 11% 08-01-2021 Total convertible debentures, net $ 415,704 $ 177,799 $ 613,143 (1) Unsecured convertible debentures (at $0.60 per common share) issued to related parties, amended October 23, 2020, interest at 10% per annum beginning November 1, 2020, monthly payments of unpaid interest accrued at 12.5% per annum will be paid in arrears through March 31, 2021, beginning April 1, 2021, the Company began paying equal monthly installments of principal and interest at 10% per annum through December 1, 2023 . The debentures are convertible at any time prior to the maturity in whole or in parts into common shares of the Company at a price of $0.60 per common share. The Company issued 3,550,709 common share purchase warrants, with each warrant exercisable at $0.86 for a period of 10 years . The beneficial conversion feature totaled $612,313 and was recorded as a debt discount. The Company also recorded the allocated fair value of the warrants $2,387,687 as additional debt discount. (2) On December 1, 2020, the Company offered, in a private placement, the aggregate offering amount of up to $3,000,000 of Senior Secured Promissory Debentures, with a minimum subscription amount of $250,000 and common stock warrants with an aggregate exercise price of $750,000 and aggregate exercisable warrant shares of 272,727 shares. The Company treated the conversion feature as a derivative instrument. At the option of the Senior Secured Promissory Note holders, the notes are convertible at the earlier of a change of control event, a Qualified IPO, both of which are defined in the Promissory Note Agreement or the maturity date of December 1, 2022. If the conversion takes place at the maturity date, the note will be converted in whole or in parts (which cannot be less than 50% of the amount due under the note) into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the thirty trading day period ending one trading day prior to the maturity date. If the conversion takes place at the change of control date, the note will be converted into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the ten trading day period ending one trading day prior to the change of control effective date. In the event of a Qualified IPO, but subject to the closing of such Qualified IPO, the amount due shall convert in full on the closing date of such Qualified IPO into a number of shares equal to the amount due on such closing date divided by the applicable IPO conversion price, as defined in the Promissory Note Agreement. The Senior Secured Promissory Debentures under the offering accrue cash interest at 4% per annum and payment in kind (PIK) interest at 6% payable in the Company’s common stock, determined on a 360-day basis. Cash interest is payable in advance for the period from the issue date to November 30, 2021, and then is payable six months in arrears on June 1, 2022, then six months in arrears on December 1, 2022. The accrued PIK interest is payable in shares of common stock in an amount equal to the amount of PIK Interest accrued as of such date, divided by the volume weighted average price (VWAP) of common stock during each trading day during the ten-trading day period ending one trading day prior to the PIK Interest Payment due dates of June 1, 2021, December 1, 2021, June 1, 2022, and December 1, 2022. The proceeds received upon issuing the Senior Secured Promissory Debentures were first allocated to the fair value of the embedded features with the remainder to the debt host instrument. ● $750,000 December 1, 2020 debenture the fair value of the conversion feature of $339,216 and the allocated fair value of the warrants of $26,770 were recorded as debenture discount. ● $350,000 January 12, 2021 debenture the fair value of the conversion feature of $139,751 and the allocated fair value of the warrants of $31,282 were recorded as debenture discount. ● $800,000 April 1, 2021 debenture the fair value of the conversion feature of $319,431 and the allocated fair value of the warrants of $60,406 were recorded as debenture discount. ● $400,000 May 1, 2021 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $31,309 were recorded as debenture discount. ● $250,000 May 21, 2021 debenture the fair value of the conversion feature of $99,822 and the allocated fair value of the warrants of $14,940 were recorded as debenture discount. ● $400,000 June 2, 2020 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $30,481 were recorded as debenture discount. (3) Convertible debentures (at $0.60 per common share) issued to a former officer of the Company, interest at 10% per annum, amended as of October 22, 2020, provides those monthly payments of $7,939 including principal and interest are to be made beginning December 1, 2020 through its maturity date of December 1, 2023; secured by 5,000,000 shares of the Company’s common stock which are owned by the Company’s Chief Executive Officer. The debenture is convertible at any time prior to December 1, 2023, in whole or in parts into common stock of the Company at a price of $0.60 per common share. As the effective conversion rate based on the principal $287,000 was $0.60 per share which was less than the Company’s stock price on the date of issuance, a beneficial conversion feature was present at the issuance date. The beneficial conversion feature totaled $30,996 and was recorded as a debt discount. For the twelve months ended September 30, 2021, principal payments totaled $40,956. On July 2, 2021, $216,105 total debenture and $1,800 of unpaid accrued interest was converted into 363,176 shares of common stock and the Company recognized a gain on debt extinguishment of $15,006 on debenture discount. (4) Secured convertible debenture (primary interest in all Company assets), interest at 11% per annum, accrued monthly and the outstanding principal and unpaid accrued interest was due January 8, 2021. $326,143 total debenture and $50,213 of unpaid accrued interest was converted into 1,003,618 shares of common stock on January 8, 2021. The lender received 1,003,618 shares of common stock from this conversion and the Company recognized no gain or loss. The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the convertible debentures: Twelve months ended September 30, 2021 2020 Interest expense $ 605,839 $ 303,936 Interest accretion 449,096 0 Amortization of debt discounts 621,274 630,992 Total $ 1,676,209 $ 934,928 Maturity analysis under total convertible debentures, net are as follows: For the years ended September 30, 2022 $ 1,132,205 2023 4,200,761 2024 332,619 Convertible debentures payable, related and non related party 5,665,585 Less: Debt discount on convertible debentures payable (2,272,847) Total convertible debentures payable, related and non related party, net $ 3,392,738 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of June 30, 2022. | NOTE 13 – COMMITMENTS AND CONTINGENCIES The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of September 30, 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. We borrowed funds for business operations from a certain stockholder and board member through convertible debenture agreements and have remaining balances, including accrued interest amounting to $2,480,350 and $2,448,871 8 for Convertible Debentures discussion. We borrowed funds for business operations from a certain stockholder and board member through non-revolving lines of credit agreements and have remaining balances, including accrued interest amounting to $4,105,492 and $0 as of June 30, 2022, and September 30, 2021, respectively. We incurred interest expense, including amortization of debt discount for these non-revolving lines of credit in the amounts of $331,548 and $0 for the nine months ended June 30, 2022, and 2021, respectively. See Note 9 Debt discussion. On February 23, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “Prior Loan Agreement”), with Excel Family Partners, LLLP (“Excel”), an entity managed by Bruce Cassidy, a member of our board of directors, for aggregate loans of up to $1.5 million, which was amended on April 13, 2022, to increase the aggregate amount to $2.0 million (the “$2m Loan”). Effective as of April 25, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement with Excel for principal amount of up to $4,022,986 , evidenced by a Non-Revolving Line of Credit Promissory Note, also effective as of April 25, 2022. The Loan matures eighteen (18) months from the date of the Loan Agreement and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to twelve (12) percent per year. In connection with the Loan, on April 25, 2022, we issued a Warrant for an aggregate of up to 1,149,425 shares of our common stock. The Warrant has an exercise price of $1.75 per share, expires on April 25, 2025, and shall be exercisable at any time prior to the Expiration Date. On May 9, 2022, we completed a transfer of certain of our outstanding unsecured convertible debentures in the aggregate principal amount of $2,068,399 (the “Old Debentures”) by prepaying the principal and interest owed on such debentures in full under the terms of the debentures and issuing new substantially identical unsecured convertible debentures in the aggregate principal amount of $2,079,993 (the “New Debentures”) to a related party (the “Transfer”). The New Debentures, like the Old Debentures, mature on December 1, 2023, require monthly installments of principal and interest at 10% per annum and are convertible at any time prior to the maturity in whole or in part into our common shares at a price of $0.60 per common share. We had previously sought, but did not receive, certain concessions from the holders of the Old Debentures related to ongoing monthly principal and interest payments and the conversion of the Old Debentures into shares of our common stock in connection with any significant public equity capital raise by us. In connection with the issuance of the New Debentures, the holder thereof (the “Transferee”) has agreed to a cessation of principal and interest payments on the New Debentures until December 1, 2022, at which time accrued interest would be paid in a lump sum in cash and monthly principal and interest payments would resume. The Transferee has further agreed to convert the New Debentures into shares of our common stock upon any significant public equity capital raise by us. | NOTE 14 – RELATED PARTY TRANSACTIONS Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. The Company borrowed funds for business operations from certain stockholders through convertible debenture agreements and has remaining balances, including accrued interest amounting to $5,164,690 and $3,203,880 as of September 30, 2021, and September 30, 2020, respectively. The Company incurred interest expense for these convertible debentures in the amounts of $557,820 and $207,674 for the twelve months ended September 30, 2021, and 2020, respectively. See Note 12 for convertible debentures discussion. The Company received proceeds of $400,000 from a related party for the September 30, 2021, offering (see Note 15 and Note 16), in exchange for 320,000 shares of Common Stock and 320,000 Warrants. A consulting firm controlled by a member of Company management provides services for the Company in the amount of $318,035 for the twelve months ending September 30, 2021, and $285,000 for the twelve months ending September 30, 2020. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 12 –STOCKHOLDERS’ EQUITY (DEFICIT) Convertible Preferred Stock Of the 16,666,667 shares of preferred stock authorized, we had designated (i) 3,333,334 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and (ii) 3,333,334 shares of preferred stock as Series B Convertible Preferred Stock (the “Series B Preferred Stock.” As of June 30, 2022, and 2021, we had Series Preferred Stock issued and outstanding, respectively. As of June 30, 2022, and 2021 outstanding Each share of Series B Preferred Stock has a liquidation preference of $1.50 per share, is entitled to 100 votes per share and is convertible at any time at the discretion of the holder thereof into 100 shares of common stock. We evaluated the features of the Convertible Preferred Stock under ASC 480 and classified them as permanent equity because the Convertible Preferred stock is not mandatorily or contingently redeemable at the stockholder’s option and the liquidation preference that exists does not fall within the guidance of SEC Accounting Series Release No. 268 – Presentation in Financial Statements of “Redeemable Preferred Stocks” Common stock Our authorized capital stock consists of 316,666,667 shares of common stock, $0.0001 par value per share, and 16,666,667 shares of preferred stock, $0.0001 par value per share. As of June 30, 2022 and 2021, there were 153,539,596 and 127,316,746, respectively, shares of common stock issued outstanding Nine months ended June 30, 2022 During the nine months ended June 30, 2022, we issued 69,455 shares of common stock with a value of $177,000 as payment in kind for accrued interest due on certain convertible notes. Of this amount, 55,329 shares of common stock at a value of $141,000 was issued to a board member. During the nine months ended June 30, 2022, we issued 20,000,000 shares of common stock to a board member upon conversion of 200,000 shares of Series B Preferred Stock. Nine months ended June 30, 2021 During the nine months ended June 30, 2021, we issued 1,369,863 shares of our common stock with a value of $2,671,233 for the purchase of certain intangible assets. During the nine months ended June 30, 2021, we issued 97,891 shares of our common stock with a value of $194,803 as a debt settlement. During the nine months ended June 30, 2021, we issued 1,180,880 shares of our common stock, valued at $2,065,996 capitalized as license content assets. During the nine months ended June 30, 2021, we issued 2,457,898 shares of our common stock with a value of $6,553,235 for the purchase of 100% ownership in EON. During the nine months ended June 30, 2021, we issued an aggregate of 3,228,000 shares of our common stock for gross cash proceeds of $4,034,935. We recorded no offering costs. During the nine months ended June 30, 2021, we issued 497,429 shares of our common stock in satisfaction of a common stock subscription of $485,144. During the nine months ended June 30, 2021, we converted a convertible note plus accrued interest in the amount of $376,356 into 1,003,618 shares of our common stock. During the nine months ended June 30, 2021, we issued 3,066,700 shares of our common stock in connection with the conversion of series A convertible preferred stock. During the nine months ended June 30, 2021, we issued 79,051 shares of our common stock for consulting services valued at $200,000. See Note 13 – Stock Options and Warrants for stock compensation discussion. | NOTE 15 –STOCKHOLDERS’ EQUITY (DEFICIT) Convertible Preferred Stock In addition, as of such date, of the 16,666,667 shares of preferred stock authorized, we had designated (i) 3,333,334 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and (ii) 3,333,334 shares of preferred stock as Series B Preferred. As of September 30, 2021, and September 30, 2020, the Company had 200,000 and 200,000 shares of Series B convertible preferred stock issued outstanding As of September 30 outstanding outstanding issued outstanding Presentation in Financial Statements of “Redeemable Preferred Stocks” Change in Number of Authorized and Outstanding Shares On June 8, 2020, a 1 for 1.5 reverse stock split of the Company’s common stock became effective. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively adjusted for the effects of the reverse split for all periods presented. Common stock The Company is authorized to issue 316,666,667 shares of its $0.0001 par value common stock. As of September 30, 2021, and September 30, 2020, there were 133,470,018 issued outstanding Twelve months ended September 30, 2021 The Company issued an aggregate of 9,001,460 shares of its common stock for gross cash proceeds of $11,251,825. The Company recorded no offering costs. The Company issued 497,429 shares of its common stock in satisfaction of a common stock subscription of $485,144. The Company converted a convertible note plus accrued interest in the amount of $376,356 into 1,003,618 shares of its common stock. The Company also converted a convertible note plus accrued interest in the amount of $217,905 into 363,176 shares of common stock. The Company issued 2,457,898 shares of its common stock with a value of $6,553,235 for the 100% business acquisition of EON Media Group. The Company issued 3,066,700 shares of its common stock in connection with the conversion of series A convertible preferred stock. The Company issued 14,475 shares of its common stock for $41,977 payment in kind interest payable in the Company’s common stock. The Company issued 95,718 shares of its common stock for consulting services valued at $236,834. The Company issued 1,278,771 shares of its common stock, valued at $2,260,799 capitalized as license content assets. Subsequently the Company recognized impairment expense of $2,260,799 for non-recoverable license content assets (See Note 6). The Company, entered into securities purchase agreements with accredited investors pursuant to which the Company sold, in a private offering,5,773,460 shares of the Company’s common stock, and warrants to purchase up to an aggregate of 6,573,460 shares of Common Stock. The Company issued 320,000 shares of Common Stock to a related party valued at $295,181. The Company issued 5,253,460 shares of Common Stock under the offering valued at $4,663,116. Twelve months ended September 30, 2020 The Company issued an aggregate of 4,393,333 shares of its common stock for proceeds of $3,516,500. The Company issued 93,333 shares of its common stock in satisfaction of a common stock subscription of $47,168. The Company issued 4,000,000 shares of its common stock for consulting services valued at $1,500,000 to a related party. The Company issued 5,168,931 shares of its common stock and 30,667 shares of Series A convertible preferred stock as part of the merger with Interlink. The Company also assumed debt to a related party of $180,000 and accrued interest of $3,842 and charged $80,134 of legal expenses related to reverse merger charged to additional paid in capital. The Company issued 100,000 shares of its Series B convertible preferred stock at a fair value of $4,800,000 at date of issuance in exchange for loan and accrued interest forgiveness of $1,006,594 and the balance was recorded as inducement expense of 3,793,406. The Company applied the guidance in ASC 470-20. The Company issued 100,000 shares of its Series B convertible preferred stock at a fair value of $4,800,000 at date of issuance, in exchange for $1,000,000 cash and the balance was recorded as a deemed dividend of $3,800,000. The Company applied the guidance in ASC 470-20. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | ||
STOCK OPTIONS AND WARRANTS | NOTE 13 – STOCK OPTIONS AND WARRANTS Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using our historical stock prices. We account for the expected life of options based on the contractual life of options for non-employees. For employees, our accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The following table summarizes the stock option activity for the nine months ended June 30, 2022: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding at September 30, 2021 17,833,356 $ 1.04 8.30 $ 25,478,339 Grants 1,471,200 2.46 9.49 4,527,654 Exercised — — — — Expired — — — — Forfeited (338,251) (2.13) — — Outstanding at June 30, 2022 18,966,305 $ 1.13 7.68 $ 30,005,993 Exercisable at June 30, 2022 13,652,168 $ 0.99 7.32 $ 23,582,392 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than our stock price of $2.71 as of June 30, 2022, and $2.60 as of June 30, 2021, which would have been received by the option holders had those option holders exercised their options as of that date. The following table presents information related to stock options on June 30, 2022: Options outstanding Weighted Options average exercisable Exercise Number of remaining life number of price options in years options $ 0.86 1,148,371 4.17 1,148,371 0.66 4,663,935 6.34 4,663,935 0.89 2,500,000 7.96 2,008,000 1.10 7,882,799 8.37 4,607,142 0.57 300,000 8.67 300,000 2.84 250,000 8.83 250,000 2.75 600,000 8.85 216,667 2.35 125,000 9.22 15,278 2.40 50,000 9.08 — 2.50 50,000 9.09 50,000 2.30 836,200 9.27 392,775 2.75 425,000 9.82 — 2.58 135,000 9.88 — 18,966,305 13,652,168 Stock-based compensation We recognize compensation expense for all stock options granted using the fair value-based method of accounting. During the nine months ended June 30, 2022, we issued 1,471,200 options valued at $2.46 per option. As of June 30, 2022, the total compensation cost related to nonvested awards not yet recognized is $9,525,576 and the weighted average period over which expense is expected to be recognized in months is 24.5. We calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: June 30, 2022 Weighted average fair value of options granted $ 1.13 Expected life 5.00 -10.00 years Risk-free interest rate 0.01 - 2.93 % Expected volatility 55.80 - 73.00 % Expected dividends yield — % Forfeiture rate — % The stock-based compensation expense related to option grants was $3,948,272 and $7,036,800, for the nine months ended June 30, 2022, and 2021, respectively. Warrants The following table summarizes the changes in warrants outstanding and the related prices for the shares of our common stock: Warrants outstanding Warrants exercisable Weighted Weighted average average remaining Weighted remaining contractual average contractual Number life exercise Number life Exercise prices outstanding (years) price exercisable (years) $ 0.86 3,850,709 4.87 0.86 3,850,709 4.87 0.38 2,000,000 4.44 0.38 2,000,000 4.44 0.75 2,666,667 7.70 0.75 2,666,667 7.70 2.75 323,864 0.42 2.75 323,864 0.42 2.80 50,000 8.82 2.80 50,000 8.82 2.75 6,573,460 2.25 2.75 6,573,460 2.25 2.35 187,324 4.71 2.35 62,733 4.71 1.75 1,149,425 2.82 1.75 1,149,425 2.82 1.75 628,575 2.87 1.75 628,575 2.87 3.00 200,000 2.88 3.00 110,000 2.88 2.65 300,000 2.96 2.65 — 2.96 The following table summarizes the warrant activity for the nine months ended June 30, 2022: Weighted average exercise Number of price per shares share Outstanding at September 30, 2021 15,464,700 $ 1.63 Issued 2,465,324 2.01 Exercised — — Expired — — Outstanding at June 30, 2022 17,930,024 $ 1.68 We record all warrants granted using the fair value-based method of accounting. During the nine months ended June 30, 2022, we issued 687,324 warrants to various companies for consulting services and recorded consulting expense of $254,013. During the nine months ended June 30, 2022, we issued 1,778,000 warrants in conjunction with non-revolving lines of credit. During the nine months ended June 30, 2021, we issued 213,637 warrants in conjunction with the issue of senior secured convertible debentures, of which 213,637 warrants were issued to a related party, in the total amount of $2,350,000 and recorded the allocated fair values of the warrants of $175,859 as additional debt discounts. We calculated the fair value of warrants issued using the Black-Scholes option pricing model, with the following assumptions: June 30, 2022 Weighted average fair value of warrants granted $ 0.74 Expected life 1.75 - 10 years Risk-free interest rate 0.15 - 3.35 % Expected volatility 57.30 - 73.00 % Expected dividends yield — % Forfeiture rate — % | NOTE 16 – STOCK OPTIONS AND WARRANTS Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using the Company’s historical stock prices. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The following table summarizes the stock option activity for the twelve months ended September 30, 2021 and September 30, 2020, respectively: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding at September 30, 2019 5,812,306 $ 0.70 8.66 $ 10,179,515 Grants 2,500,000 0.89 9.96 3,899,750 Exercised — — — — Expired — — — — Forfeited — — — — Outstanding at September 30, 2020 8,312,306 $ 0.76 8.28 $ 14,079,265 Grants 9,670,216 1.29 9.34 11,399,074 Exercised — — — — Expired — — — — Forfeited (149,166) 1.10 — — Outstanding at September 30, 2021 17,833,356 $ 1.04 8.30 $ 25,478,339 Exercisable at September 30, 2021 11,298,290 $ 0.90 7.82 $ 17,587,909 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $2.45 as of September 30, 2021, and $2.03 as of September 30, 2020, which would have been received by the option holders had those option holders exercised their options as of that date. The following table presents information related to stock options on September 30, 2021: Options outstanding Weighted Options average exercisable Exercise Number of remaining life number of price options in years options 0.86 1,148,371 4.91 1,148,371 0.66 4,663,935 7.09 4,663,935 0.89 2,500,000 8.71 1,630,000 1.10 8,021,049 9.12 3,186,539 0.57 300,000 9.42 300,000 2.84 450,000 9.58 250,000 2.75 600,000 9.59 66,667 2.35 50,000 9.81 2,778 2.40 50,000 9.82 — 2.50 50,000 9.84 50,000 17,833,356 11,298,290 Stock-based compensation The Company recognizes compensation expense for all stock options granted using the fair value-based method of accounting. During the twelve months ended September 30, 2021, the Company issued 9,670,216 options valued at $2.03 per option. As of September 30, 2021, the total compensation cost related to nonvested awards not yet recognized is $11,610,922 and the weighted average period over which expense is expected to be recognized in months is 29.95. The Company calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: September 30, 2021 Weighted average fair value of options granted $ 2.03 Expected life 5.00 10.00 Risk-free interest rate 0.01 - 1.56 % Expected volatility 50.00 - 58.85 % Expected dividends yield 0 % Forfeiture rate 0 % The stock-based compensation expense related to option grants was $8,292,265 and $316,033, for the twelve months ended September 30, 2021, and 2020, respectively. Warrants The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock: Warrants outstanding Warrants exercisable Weighted Weighted average average remaining Weighted remaining contractual average contractual Number life exercise Number life Exercise prices outstanding (years) price exercisable (years) $ 0.86 3,850,709 5.62 $ 0.86 3,850,709 5.62 0.38 2,000,000 5.19 0.38 2,000,000 5.19 0.75 2,666,667 8.45 0.75 2,666,667 8.45 2.75 323,864 1.17 2.75 323,864 1.17 2.80 50,000 9.57 2.80 50,000 9.57 2.75 6,573,460 3.00 2.75 6,573,460 3.00 The following table summarizes the warrant activity for the twelve months ended September 30, 2021, and 2020: Weighted average exercise Number of price per shares share Outstanding at September 30, 2019 5,550,709 $ 0.68 Issued 2,666,667 0.75 Exercised — — Expired — — Outstanding at September 31, 2020 8,217,376 $ 0.73 Issued 7,247,324 2.67 Exercised — — Expired — — Outstanding at September 30, 2021 15,464,700 $ 1.63 The Company records all warrants granted using the fair value-based method of accounting. On September 30, 2021, the Company, entered into securities purchase agreements with accredited investors pursuant to which the Company sold, in a private offering, 5,773,460 shares of the Company’s common stock, and warrants to purchase up to an aggregate of 6,573,460 shares of Common Stock. Each investor was entitled to purchase one share of Common Stock and one Warrant to purchase one share of Common Stock for an aggregate purchase price of $1.25. The Warrants are immediately exercisable, have a ten-year term and an exercise price of $2.75 per share. The Company issued 320,000 warrants fair valued at $278,400 to a related party. During the twelve months ended September 30, 2021, the Company issued 110,227 warrants in conjunction with the issues of senior secured convertible debentures in the total amount of $600,000 and recorded the allocated fair values of the warrants of $59,212 as additional debt discounts. Further, the Company issued 213,637 warrants in conjunction with the issues of related party senior secured convertible debentures in the total amount of $2,350,000 and recorded the allocated fair values of the related party warrants of $165,682 as additional related party debt discounts. The Company issued 50,000 warrants with a fair value of $82,000, as severance. The Company also issued 300,000 warrants to a consultant with a fair value of $492,000. During the year ended September 30, 2020, the Company assumed a related party note of $180,000 and associated accrued interest of $3,842 as part of the reverse merger with Interlink. After the assumption of the debt and accrued interest during 2020, the Company issued 2,666,667 warrants valued at $702,219 to retire the $180,000 debt and $5,563 of accrued liabilities. The Company calculated the fair value of warrants issued using the Black-Scholes option pricing model, with the following assumptions: September 30, 2021 Weighted average fair value of warrants granted $ 1.21 Expected life 1.75 - 10 years Risk-free interest rate 0.15% to 1.58% Expected volatility 57.30% to 58.65% Expected dividends yield 0 % Forfeiture rate 0 % |
INCOME TAX
INCOME TAX | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAX | NOTE 14 – INCOME TAXES We calculate our interim income tax provision in accordance with ASC Topic 270, Interim Reporting and ASC Topic 740, Accounting for Income Taxes. At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary year to date earnings. In addition, the tax effects of unusual or infrequently occurring items including changes in judgment about valuation allowances and effects of changes in enacted tax laws are recognized discretely in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including the expected operating (loss) income for the year, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current fiscal year. The accounting estimates used to compute income tax expense may change as new events occur or additional information is obtained. For the nine months ended June 30, 2022, we recorded an income tax provision of $1,051 related to state and local taxes. For the nine months ended June 30, 2021, we recorded an income tax provision of $99,830 primarily related to a true-up of prepaid taxes from 2019. The effective rate for both the nine months ended June 30, 2022, and June 30, 2021, differ from the U.S. federal statutory rate of 21% as no income tax benefit was recorded for current year operating losses as we maintain a full valuation allowance on our deferred tax assets. | NOTE 17 - INCOME TAX On March 27, 2020, the CARES Act was enacted to provide economic relief to those impacted by the COVID-19 pandemic. In addition to the PPP loans, the CARES Act made various tax law changes including among other things (i) modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 tax years to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes, (ii) enhanced recoverability of AMT tax credit carryforwards, (iii) increased the limitation under Internal Revenue Code ("IRC") Section 163(j) for 2019 and 2020 to permit additional expensing of interest, and (iv) enacted a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k). On December 27, 2020, the Consolidated Appropriations Act of 2021 (“CAA”) was enacted and provided clarification on the tax deductibility of expenses funded with PPP loans as fully deductible for tax purposes. During the year ended September 30, 2021, the Company recorded income for financial reporting purposes related to the forgiveness of some of its PPP loans. The forgiveness of these PPP loans is not taxable. The components of income (loss) before the provision (benefit) for income taxes are as follows: 2021 2020 Domestic Operations $ (24,670,551) $ (17,103,695) Foreign Operations (6,918,857) — Total $ (31,589,408) $ (17,103,695) Income tax expense (benefit) consist of the following for the years ended September 30, 2021 and 2020 consist of the following: 2021 2020 Current: Federal $ 98,372 $ 0 State 3,290 1,600 Foreign 0 0 Total Current provision (benefit) 101,662 1,600 Deferred: Federal (455,107) 0 State (102,479) 0 Foreign (158,988) 0 Total Deferred provision (benefit) (716,574) 0 Total provision (benefit) $ (614,912) $ 1,600 The reconciliation between the U.S. statutory federal income tax rate and the Company’s effective tax rate for the years ended September 30, 2021, and 2020 is as follows: September 30, 2021 September 31, 2020 U.S. federal statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 2.00 % 2.21 % Goodwill impairment (3.43) % (7.80) % Non-deductible items (0.20) % (7.14) % Change in valuation allowance (15.13) % 3.43 % Change in tax rates 0.11 % (5.27) % US effects of foreign operations (0.31) % — % Other (2.10) % (6.44) % Effective tax rate 1.95 % (0.01) % As of September 30, 2021, and 2020, the Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: September 30, 2021 September 30, 2020 Deferred tax assets: Net Operating Losses $ 6,284,425 $ 3,108,502 Allowance for doubtful accounts 87,771 — Stock-based compensation 1,765,463 — Fixed assets book/ tax basis difference — — Operating right of use assets 1,331 1,533 Accrued expenses 259,264 84,140 Amortization of debt discount 643,848 310,225 Research credit — — Intangible book/tax basis difference 2,124,796 1,846,646 Total deferred tax asset, net 11,166,898 5,351,046 Less: reserve for allowance (10,521,546) (5,348,138) Total Deferred tax asset, net of valuation allowance $ 645,352 $ 2,908 Deferred tax liabilities: Fixed assets book/ tax basis difference (1,504) (2,908) Derivative liability (643,848) Total deferred tax liabilities $ (645,352) $ (2,908) Total Deferred tax liability, net of valuation allowance $ — $ — ASC 740, “Income Taxes” requires that a valuation allowance is established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be recognized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of existing taxable temporary differences, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to the future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of September 30, 2021, and 2020. As of September 30, 2021, the Company has federal net operating loss carryforwards of $24.2 million of which $1.6 million expire between 2036 and 2037 and available to offset 100% of future taxable income. The remaining As of September 30, 2021, the Company has state net operating loss carryforwards of $14.5 million. The state NOLs begin to expire in 2037. The Company has Singapore net operating loss carryforwards of The Company files income tax returns in the U.S. federal and various state jurisdictions. As of September 30, 2021, the federal and state tax returns for the years from 2016 through 2020 remain open to examination by the Internal Revenue Service and various state authorities. As of September 30, 2021, and 2020, the Company has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements. The Company’s policy is to classify assessments, if any, for tax-related interest as income tax expenses. No interest or penalties were recorded. The Company does not expect its unrecognized tax benefit position to change during the next twelve months. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Loan Agreement Effective as of July 29, 2022, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Industrial Funding Group, Inc. (the “Initial Lender”) for a revolving loan credit facility for the principal sum of up to four million dollars ($4.0 million), and through the exercise of an accordion feature, a total sum of up to ten million dollars ($10 million) (the “Loan”), evidenced by a Revolving Loan Secured Promissory Note (the “Note”), also effective as of July 29, 2022. As of August 2, 2022, we borrowed approximately two million dollars ( The Loan matures twenty-four The Wall Street Journal In addition, the Loan Agreement has restrictive covenants, including covenants preventing us from effecting a change of control, disposing of our assets outside of the ordinary course of business, incurring additional debt (subject to certain exceptions), changing our business as currently conducted, paying dividends or settling claims involving the collateral under the Loan Agreement. Under the Loan Agreement, we have granted to the Senior Lender a first-priority security interest in all of our present and future property and assets, including products and proceeds thereof. In connection with the Loan, our existing secured lenders delivered subordination agreements (the “Subordination Agreements”) to the Senior Lender (each lender, a “Subordinated Lender” and together, the “Subordinated Lenders”). In connection with the delivery of the Subordination Agreements by the Subordinated Lenders, on July 29, 2022, we issued warrants (each a “Warrant” and collectively, the “Warrants”) to each Subordinated Lender on identical terms for an aggregate of up to 888,997 shares of our common stock (the “Warrant Shares”). Each Warrant has an exercise price of $1.75 per share, expires on July 29, 2025 (the “Expiration Date”), and shall be exercisable at any time prior to the Expiration Date. One Warrant for 574,712 Warrant Shares was issued to Eagle Investment Group, LLC, an entity managed by Bruce Cassidy, a member of our board of directors, as directed by its affiliate, Excel Family Partners, LLLP (“Excel”), one of the Subordinated Lenders. The Subordinated Lenders receiving Warrants for the remaining 314,285 Warrant Shares also will receive a cash payment of $22,000 six months from the date of the Subordination Agreements, representing one percent (1.00%) of the outstanding principal amount of the loan. As of August 31, 2022, we owed an aggregate of $15,053,730 in principal and accrued interest on debt arrangements. This debt includes an aggregate of $5,272,822 in principal and accrued interest under the Senior Secured Promissory Debentures and the New Debentures, $6.2 million under our Non-Revolving Line of Credit Loan Agreements with certain lenders and $2.0 million under our revolving loan credit facility. | NOTE 18 – SUBSEQUENT EVENTS The Company has evaluated all subsequent events through the date of filing, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of September 30, 2021, and events which occurred after September 30, 2021, but which were not recognized in the financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Basis of presentation | Basis of presentation The unaudited | Basis of presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Screenplay and EON Media Group. These consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”). All inter-company transactions and balances have been eliminated on consolidation. |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of other equity and debt instruments, fair value of intangible assets and recoverability of license content assets. | Use of estimates The preparation of the consolidated financial statements in conformity with 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of warrants, fair value of intangible assets, recoverability of goodwill and intangible assets. |
Business combinations | Business combinations We account for business acquisitions under Accounting Standards Codification (“ASC”) 805, Business Combinations. | Business combinations The Company accounts for business acquisitions under Accounting Standards Codification (“ASC”) 805, Business Combinations. |
Variable interest entities (""VIE'") | Variable interest entities (“VIE”) Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity’s net assets exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE if (a) the entity lacks sufficient equity or (b) the entity’s equity holders lack power or the obligation and right as equity holders to absorb the entity’s expected losses or to receive its expected residual returns. If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable interests that has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and has the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which activities most significantly impact the VIE’s economic performance and determine whether it, or another party, has the power to direct those activities. As of September 30, 2021, and 2020, the Company had no investments that qualify as VIE. | |
Segment reporting | Segment reporting We report as one reportable segment because we do not have more than one operating segment. Our business activities, revenues and expenses are evaluated by management as one reportable segment. | Segment reporting The Company reports as one reportable segment because the Company does not have more than one operating segment. The Company's business activities, revenues and expenses are evaluated by management as one reportable segment. |
Cash | Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash deposits. We maintain our cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, our cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. We have not experienced any losses on such accounts. On June 30, 2022, and September 30, 2021, we had no cash equivalents. As of June 30, 2022, and September 30, 2021, approximately $459,725 and $3,655,716 of cash exceeded the FDIC insurance limits, respectively. | Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. The Company has not experienced any loses on such accounts. On September 30, 2021, and September 30, 2020, the Company had no cash equivalents. As of September 30, 2021, and September 30, 2020, approximately $3,655,716, and $1,695,763 of cash exceeded the FDIC insurance limits, respectively. |
Accounts receivable | Accounts receivable Accounts receivable represent amounts due from customers. We assess the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgment and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of June 30, 2022, and September 30, 2021, we recorded an allowance for doubtful accounts of $445,946 and $426,813 | Accounts receivable Accounts receivable represent amounts due from customers. The Company assesses the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgement and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of September 30, 2021, and September 30, 2020, the Company had recorded an allowance for doubtful accounts of $426,813 |
Concentration of credit risk | Concentration of credit risk During the nine-months ended June 30, 2022, we had three customers which each individually comprised greater than 10% of net revenue. These customers represented 25%, 20%, and 11% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. As of June 30, 2022, three customers accounted for a total of 52% of our accounts receivable balance or 24%, 18%, and 10%, respectively. No other customer accounted for more than 10% of total accounts receivable. We grant credit in the normal course of business to our customers. Periodically, we review past due accounts and make decisions about future credit on a customer-by-customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. Our concentration of credit risk was not significant as of June 30, 2022, and September 30, 2021. | Concentration of credit risk The Company grants credit in the normal course of business to its customers. Periodically, the Company reviews past due accounts and makes decisions about future credit on a customer by customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. The Company’s concentration of credit risk was not significant as of September 30, 2021, and September 30, 2020. |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value. The Company purchases inventory from a vendor and all inventory purchased is deemed finished goods. Cost is determined using the first-in-first-out basis for finished goods. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to net realizable value, if lower. As of September 30, 2021, and September 30, 2020, the Company recorded no valuation allowance. | |
Prepaid expenses | Prepaid expenses Expenditures paid in one accounting period which will not be consumed until a future period such as insurance premiums and annual subscription fees are accounted for on the balance sheet as a prepaid expense. When the asset is eventually consumed, it is charged to expense. | |
License Content Asset | License Content Asset On January 1, 2020, we adopted the guidance in ASU 2019-02, Entertainment—Films—Other Assets—Film Costs (Subtopic 926-20) and Entertainment—Broadcasters—Intangibles—Goodwill and Other (Subtopic 920-350): Improvements to Accounting for Costs of Films and License Agreements for Program Materials | License Content Asset On January 1, 2020, the Company adopted the guidance in ASU 2019-02, Entertainment — Films — Other Assets — — |
Equity method investments | Equity method investments The Company accounts for investments in unconsolidated entities under the equity method of accounting if it could exercise significant influence over the operating and financial policies of an entity but does not have a controlling financial interest. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments are reported under the line-item captioned equity method investment income in our Consolidated Statements of Operations. The carrying value of our equity method investments is reported in equity method investments in the Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. | |
Goodwill and other intangible assets | Goodwill and other intangible assets Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill and other intangible assets determined to have an indefinite useful life are not amortized but are subject to impairment tests. We conduct our annual impairment tests or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We conducted the annual impairment test on September 30, 2021. When evaluating goodwill and indefinite-lived intangible assets for impairment, we may first perform an assessment of qualitative factors to determine if the fair value of the reporting unit or the intangible asset is more-likely-than-not greater than the carrying amount. Significant factors considered in this assessment include, but are not limited to, macro-economic conditions, market and industry conditions, cost considerations, the competitive environment, overall financial performance, and results of past impairment tests. If, based on a review of the qualitative factors, we determine it is more-likely-than-not that the fair value is greater than the carrying value, we may bypass a quantitative test for impairment. In performing the quantitative test for impairment of goodwill, we compare the fair value of each reporting unit with it carrying amount, including goodwill, in order to identify a potential impairment. Measurement of the fair value of a reporting unit is based on a fair value measure using the sum of the discounted estimated future cash flows. Estimates of forecasted cash flows involve measurement uncertainty, and it is therefore possible that reductions in the carrying value of goodwill may be required in the future because of changes in management’s future cash flow estimates. When the fair value of a reporting unit is less than its carrying amount, goodwill of the reporting unit is considered to be impaired. Effective January 1, 2020, we adopted the guidance in Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment | Goodwill and other intangible assets Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill and other intangible assets determined to have an indefinite useful life are not amortized but are subject to impairment tests. The Company conducts its annual impairment tests or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company conducted the annual impairment test on September 30, 2021. This is a change in accounting principle as the timing of the annual impairment test in prior periods was for the twelve months ended December 31, 2020. The Company deems the change of impairment test timing to be appropriate as part of the year end change from December 31,2021 to September 30, 2021. When evaluating goodwill and indefinite-lived intangible assets for impairment, the Company may first perform an assessment of qualitative factors to determine if the fair value of the reporting unit or the intangible asset is more-likely-than-not greater than the carrying amount. Significant factors considered in this assessment include, but are not limited to, macro-economic conditions, market and industry conditions, cost considerations, the competitive environment, overall financial performance, and results of past impairment tests. If, based on a review of the qualitative factors, the Company determines it is more-likely-than-not that the fair value is greater than the carrying value, the Company may bypass a quantitative test for impairment. In performing the quantitative test for impairment of goodwill, the Company compares the fair value of each reporting unit with it carrying amount, including goodwill, in order to identify a potential impairment. Measurement of the fair value of a reporting unit is based on a fair value measure using the sum of the discounted estimated future cash flows. Estimates of forecasted cash flows involve measurement uncertainty, and it is therefore possible that reductions in the carrying value of goodwill may be required in the future because of changes in management’s future cash flow estimates. When the fair value of a reporting unit is less than it carrying amount, goodwill of the reporting unit is considered to be impaired. Effective January 1, 2020, the Company adopted the guidance in Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment The Company measures impairment of indefinite-lived intangible assets, which consist of brand name, based on projected discounted cash flows. The Company also re-evaluates the useful life of the brand name to determine whether events and circumstances continue to support an indefinite useful life. The Company charged Eon goodwill $4,442,487 to impairment during the twelve months ended September 30, 2021. The Company also charged goodwill for the tax benefit on acquisition of Spkr and Eon Media Group of $719,688 during the twelve months ended September 30, 2021. See Note 8 for Goodwill discussion. |
Long-lived assets | Long-lived assets The Company evaluates the recoverability of long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner that an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if their carrying amount is not recoverable through the undiscounted cash flows. The impairment loss is based on the difference between the carrying amount and estimated fair value as determined by discounted future cash flows. The Company’s finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from two | |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. The capitalization policy for the company is to capitalize property and equipment purchases greater than $3,000, as well as internally-developed software enhancements. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. See below for estimated useful lives: Equipment 3 5 Software 3 years | Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. The capitalization policy for the company is to capitalize property and equipment purchases greater than $3,000. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Estimated useful lives for Equipment and Software is 5 years and 3 years, respectively. |
Operating leases | Operating leases We determine if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, we have elected the short-term lease measurement and recognition exemption and recognize such lease payments on a straight-line basis over the lease term. | Operating leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. |
Fair value measurement | Fair value measurement We determine the fair value of our assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive 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 one or more unobservable inputs which are significant to the fair value measurement. The carrying amount of our financial instruments, including cash, accounts receivable, deposits, short-term portion of notes receivable and notes payable, and current liabilities approximate fair value due to their short-term nature. We do not have financial assets or liabilities that are required under US GAAP to be measured at fair value on a recurring basis. We have not elected to use fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. We record assets and liabilities at fair value on a nonrecurring basis as required by US GAAP. Assets recognized or disclosed at fair value in the condensed The following table summarizes fair value measurements of the Derivative Liability as of June 30, 2022: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 893,925 893,925 Total $ — $ — $ 893,925 $ 893,925 The following table summarizes fair value measurements of the Derivative Liability as of September 30, 2021: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 1,058,633 1,058,633 Total $ — $ — $ 1,058,633 $ 1,058,633 The following table summarizes changes in fair value measurements of the Derivative Liability during the nine months ended June 30, 2022: Balance as of September 30, 2021 $ 1,058,633 Derivative liability issued with convertible debentures — Change in fair value (164,708) Balance as of June 30, 2022 $ 893,925 The following table summarizes the unobservable inputs used in the valuation of the derivatives during the nine months ended June 30, 2022: Expected term 0.42 - 2 years Discount rate 7.12% - 15.00% Volatility 75% - 110.0% | Fair value measurement ● The company determines the fair value of its assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive 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 is one or more unobservable inputs which are significant to the fair value measurement. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The derivative liabilities are recognized at fair value on a recurring basis at September 30, 2021 and are Level 3 measurements. There have been no transfers between levels . The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 1,058,633 1,058,633 Total $ — $ — $ 1,058,633 $ 1,058,633 The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Balance as of September 30, 2020 $ — Derivative liability issued with convertible debentures 1,217,650 Change in fair value (159,017) Balance as of September 30, 2021 $ 1,058,633 The following table summarizes the unobservable inputs used in the valuation of the derivatives during the nine months ended September 30, 2021: Expected term 1.17 – Discount rate 7.12% – Volatility 90% – |
Convertible debt and derivative treatment | Convertible debt and derivative treatment When the Company issues debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in shareholders’ equity in its statement of financial position. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. | |
Convertible debt and beneficial conversion features | Convertible debt and beneficial conversion features If the conversion feature is not treated as a derivative, we assess whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. We amortize the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. | Convertible debt and beneficial conversion features If the conversion feature is not treated as a derivative, the Company assesses whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. The Company amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. |
Advertising costs | Advertising costs We expense all advertising costs as incurred. Advertising and marketing costs for the nine months ended June 30, 2022, and 2021 were $4,232,734 and $776,086, respectively. | Advertising costs The Company expenses all advertising costs as incurred. Advertising and marketing costs for the twelve months ended September 30, 2021, and 2020, were $981,878 and $143,096, respectively. |
Revenue recognition | Revenue recognition We recognize revenue in accordance with ASC 606 , Revenue from Contracts with Customers ● executed contracts with our customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when we satisfy each performance obligation. Performance obligations and significant judgments Our revenue streams can be categorized into the following performance obligations and recognition patterns: ● Delivery of streaming services including content encoding and hosting. We recognize revenue over the term of the service based on bandwidth usage. ● Delivery of subscription content services in customized formats. We recognize revenue over the term of the service. ● Delivery of hardware for ongoing subscription content delivery through software. We recognize revenue at the point of hardware delivery. ● Revenue share arrangements, where platform providers distribute our licensed content and providers pay us a portion of the usage-based advertising revenues. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, we do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. | Revenue recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. Performance obligations and significant judgments The Company’s revenue streams can be categorized into the following performance obligations and recognition patterns: ● Delivery of streaming services including content encoding and hosting. The Company recognizes revenue over the term of the service based on bandwidth usage. ● Delivery of subscription content services in customized formats. The Company recognizes revenue over the term of the service. ● Delivery of hardware for ongoing subscription content delivery through software. The Company recognizes revenue at the point of hardware delivery. ● Revenue share arrangements, where platform providers distribute the Company’s licensed content and providers pay the Company a portion of the usage-based advertising revenues. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, the Company does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. Customer acquisition costs The Company records commission expense associated with subscription revenue. Commissions are included in operating expenses. The Company has elected the practical expedient that allows the Company to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. |
Cost of revenue | Cost of revenue Cost of revenue represents the amortized cost of ongoing licensing and hosting fees, which is recognized over time based on usage patterns. The depreciation expense associated with the Loop players is not included in cost of sales. | Cost of revenue Cost of revenue represents the cost of the delivered hardware and related bundled software and is recognized at the time of sale. For ongoing licensing and hosting fees, cost of sales is recognized over time based on usage patterns. |
Deferred income | Deferred income We bill subscription services in advance of when the service period is performed. The deferred income recorded at June 30, 2022, and September 30, 2021 represents our accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. | Deferred income The Company bills subscription services in advance of when the service period is performed. The deferred income recorded at September 30, 2021 and September 30, 2020, represents the Company’s accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. |
Net loss per share | Net loss per share We account for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at June 30, 2022, and September 30, 2021, respectively, because their inclusion would have been anti-dilutive. June 30, September 30, 2022 2021 Options to purchase common stock 18,966,306 17,833,356 Warrants to purchase common stock 17,930,025 15,464,700 Series A preferred stock — — Series B preferred stock — 20,000,000 Convertible debentures 4,942,491 5,815,323 Total common stock equivalents 41,838,822 59,113,379 | Net loss per share The Company accounts for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2021, and September 30, 2020, respectively, because their inclusion would have been anti-dilutive. September 30, September 30, 2021 2020 Options to purchase common stock 17,833,356 8,312,306 Warrants to purchase common stock 15,464,700 8,217,376 Series A preferred stock — 3,066,700 Series B preferred stock 20,000,000 20,000,000 Convertible debentures 5,815,323 6,908,637 Total common stock equivalents 59,113,379 46,505,019 |
Shipping and handling costs | Shipping and handling costs A shipping and handling fee is charged to customers and recorded as revenue at the time of sale. The associated cost of shipping and handling is recorded as a cost of revenue at the time of service. | |
Income taxes | Income taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. | |
Stock-based compensation | Share-based compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the share-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. | Stock-based compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. |
Recently adopted accounting pronouncements | Recent accounting pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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) | Recently adopted accounting pronouncements In March 2019, the FASB issued ASU 2019-02, Entertainment — — — — — — |
Accounting standards issued but not yet effective | Accounting standards issued but not yet effective In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of estimated useful lives | Equipment 3 5 Software 3 years | |
Schedule of derivative liabilities are recognized at fair value on a recurring basis | The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 1,058,633 1,058,633 Total $ — $ — $ 1,058,633 $ 1,058,633 | |
Schedule of changes in fair value measurements of the Derivative Liability | The following table summarizes changes in fair value measurements of the Derivative Liability during the nine months ended June 30, 2022: Balance as of September 30, 2021 $ 1,058,633 Derivative liability issued with convertible debentures — Change in fair value (164,708) Balance as of June 30, 2022 $ 893,925 The following table summarizes the unobservable inputs used in the valuation of the derivatives during the nine months ended June 30, 2022: Expected term 0.42 - 2 years Discount rate 7.12% - 15.00% Volatility 75% - 110.0% | The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Balance as of September 30, 2020 $ — Derivative liability issued with convertible debentures 1,217,650 Change in fair value (159,017) Balance as of September 30, 2021 $ 1,058,633 |
Schedule of unobservable inputs used in the valuation of the derivatives | Expected term 1.17 – Discount rate 7.12% – Volatility 90% – | |
Schedule of weighted average diluted shares | The following securities are excluded from the calculation of weighted average diluted shares at June 30, 2022, and September 30, 2021, respectively, because their inclusion would have been anti-dilutive. June 30, September 30, 2022 2021 Options to purchase common stock 18,966,306 17,833,356 Warrants to purchase common stock 17,930,025 15,464,700 Series A preferred stock — — Series B preferred stock — 20,000,000 Convertible debentures 4,942,491 5,815,323 Total common stock equivalents 41,838,822 59,113,379 | The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2021, and September 30, 2020, respectively, because their inclusion would have been anti-dilutive. September 30, September 30, 2021 2020 Options to purchase common stock 17,833,356 8,312,306 Warrants to purchase common stock 15,464,700 8,217,376 Series A preferred stock — 3,066,700 Series B preferred stock 20,000,000 20,000,000 Convertible debentures 5,815,323 6,908,637 Total common stock equivalents 59,113,379 46,505,019 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Allocation of the purchase consideration | The allocation of the purchase consideration is as follows: April 27, 2021 Fair value of shares issued $ 5,689,755 Cash consideration 750,000 Fair value of prior investment in EON Media Group 1,615,030 Total consideration paid $ 8,054,785 |
Schedule of preliminary purchase price allocation | The purchase price allocation is as follows: April 27, 2021 Cash and cash equivalents $ 63 Goodwill 5,829,722 Brand name intangible asset 2,300,000 Current liabilities (75,000) Total purchase price allocation $ 8,054,785 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory | Our finished goods inventory consisted of the following on June 30, 2022, and September 30, 2021: June 30, September 30, 2022 2021 Computers $ 7,830 $ 6,881 Hasp keys 4,724 3,581 Loop player — 212,586 Total inventory $ 12,554 $ 223,048 | The Company’s finished goods inventory consisted of the following on September 30, 2021, and September 30, 2020: September 30, September 30, 2021 2020 Computers $ 6,881 $ 13,522 Hasp keys 3,581 633 Loop player 212,586 24,920 Total inventory $ 223,048 $ 39,075 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Table Text Block Supplement [Abstract] | |
Schedule of equipment | September 30, September 30, 2021 2020 Equipment $ 489,456 $ 467,208 Software 53,450 53,450 542,906 520,659 Less: accumulated depreciation (503,970) (490,580) Total, equipment net $ 38,936 $ 30,079 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Table Text Block Supplement [Abstract] | ||
Schedule of other intangible assets | Our other intangible assets, each definite lived assets, consisted of the following as of June 30, 2022, and September 30, 2021: June 30, September 30, Useful life 2022 2021 Customer relationships nine years $ 1,012,000 $ 1,012,000 Content library two years 198,000 198,000 Total intangible assets, gross 1,210,000 1,210,000 Less: accumulated amortization (591,556) (507,222) Total (591,556) (507,222) Total intangible assets, net $ 618,444 $ 702,778 | The Company’s other intangible assets, each definite lived assets, consisted of the following as of September 30, 2021, and September 30, 2020: September 30, September 30, Useful life 2021 2020 Screenplay brand not applicable $ — $ 130,000 Customer relationships nine years 1,012,000 1,012,000 Content library two years 198,000 198,000 Total intangible assets 1,210,000 1,340,000 Less: accumulated amortization (507,222) (376,889) Total intangible assets, net $ 702,778 $ 963,111 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Schedule of lease liability | June 30, September 30, 2022 2021 Short term portion $ 119,178 $ 167,101 Long term portion — 75,530 Total lease liability $ 119,178 $ 242,631 | September 30, September 30, 2021 2020 Short term portion $ 167,101 $ 139,858 Long term portion 75,530 248,540 Total lease liability $ 242,631 $ 388,398 |
Schedule of maturity analysis | Maturity analysis under these lease agreements are as follows: 2022 (remaining months) $ 46,414 2023 84,175 Total undiscounted cash flows 130,589 Less: 10% Present value discount (11,411) Lease liability $ 119,178 | 2022 $ 184,480 2023 84,175 Total undiscounted cash flows 268,656 Less: 10% Present value discount (26,025) Lease liability $ 242,631 |
Schedule of lease expense | Nine months ended June 30, 2022 2021 Operating lease expense $ 133,332 $ 137,530 Short-term lease expense 6,600 7,000 Total lease expense $ 139,932 $ 144,530 | Twelve months ended September 30, September 30, 2021 2020 Operating lease expense $ 177,777 $ 169,029 Short-term lease expense 8,400 3,250 Total lease expense $ 186,177 $ 172,279 |
Schedule of weighted-average remaining lease term and discount rate | Weighted-average remaining lease term and discount rate for operating leases are as follows: Weighted-average remaining lease term 0.73 years Weighted-average discount rate 10 % | Weighted-average remaining lease term 1.44 years Weighted-average discount rate 10 % |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following as of June 30, 2022, and September 30, 2021: June 30, September 30, 2022 2021 Accounts payable $ 3,739,527 $ 1,147,585 Interest payable 190,515 106,631 Payroll liabilities 20,250 20,250 Other accrued liabilities 5,496,862 307,977 Accrued liabilities 5,707,627 434,858 Accrued royalties 3,316,708 633,463 Total accounts payable and accrued expenses $ 12,763,862 $ 2,215,906 | September 30, September 30, 2021 2020 Accounts payable $ 1,147,581 $ 253,677 Interest payable 106,631 166,290 Accrued liabilities 941,440 537,884 Payroll liabilities 20,250 44,855 Total accounts payable and accrued expenses $ 2,215,902 $ 1,002,706 |
CONVERTIBLE DEBENTURES PAYABLE
CONVERTIBLE DEBENTURES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Debt Instruments [Abstract] | ||
Schedule of convertible debentures to related parties | Convertible debentures as of June 30, 2022: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party convertible debentures: Current Long Term Balance Cash PIK Maturity Date issued $3,000,000 convertible debenture amended October 23, 2020 (1) $ — $ — $ — — — — — $750,000 convertible debenture, December 1, 2020 (2) 673,753 — 750,000 4% 6% 12/1/2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) 705,041 — 800,000 4% 6% 12/1/2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) 349,730 — 400,000 4% 6% 12/1/2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) 347,168 — 400,000 4% 6% 12/1/2022 36,364 Total related party convertible debentures, net $ 2,075,692 $ — $ 2,350,000 Convertible debentures: $350,000 convertible debenture, January 12, 2021 (2) $ 311,993 $ — $ 350,000 4% 6% 12/1/2022 87,500 $250,000 convertible debenture, May 21, 2021 (2) 218,122 — 250,000 4% 6% 12/1/2022 22,727 $2,079,993 convertible debenture, May 9, 2022 (5) 72,466 142,714 2,079,993 10% — 12/1/2023 — Total convertible debentures, net $ 602,581 $ 142,714 $ 2,679,993 Convertible debentures as of September 30, 2021: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party convertible debentures: Current Long Term Balance Cash PIK Maturity Date issued $3,000,000 convertible debenture amended October 23, 2020 (1) $ 530,226 $ 876,256 $ 2,715,582 10% — 12/1/2023 3,550,709 $750,000 convertible debenture, December 1, 2020 (2) — 536,508 750,000 4% 6% 12/1/2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) — 534,114 800,000 4% 6% 12/1/2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) — 259,246 400,000 4% 6% 12/1/2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) — 252,070 400,000 4% 6% 12/1/2022 36,364 Total related party convertible debentures, net $ 530,226 $ 2,458,194 $ 5,065,582 Convertible debentures: $350,000 convertible debenture, January 12, 2021 (3) $ — $ 243,578 $ 350,000 4% 6% 12/1/2022 87,500 $250,000 convertible debenture, May 21, 2021 (4) — 160,741 250,000 4% 6% 12/1/2022 22,727 Total convertible debentures, net $ — $ 404,319 $ 600,000 | Convertible debentures as of September 30, 2021: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Current Long Term Balance Cash PIK Maturity Date issued Related party convertible debentures: $3,000,000 convertible debenture amended October 23, 2020 (1) $ 530,226 $ 876,256 $ 2,715,582 10% 01-12-2023 3,550,709 $750,000 convertible debenture, December 1, 2020 (2) — 536,508 750,000 4% 6% 01-12-2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) — 534,114 800,000 4% 6% 01-12-2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) — 259,246 400,000 4% 6% 01-12-2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) — 252,070 400,000 4% 6% 01-12-2022 36,364 Total related party convertible debentures, net $ 530,226 $ 2,458,193 $ 5,065,582 Convertible debentures: $287,000 convertible debenture converted July 1, 2021 (3) $ — $ — $ — 10% 01-07-2021 $400,000 convertible debenture converted January 8, 2021 (4) — — — 11% 08-01-2021 $350,000 convertible debenture, January 12, 2021 (2) — 243,579 350,000 4% 6% 01-12-2022 87,500 $250,000 convertible debenture, May 21, 2021 (2) — 160,741 250,000 4% 6% 01-12-2022 22,727 Total convertible debentures, net $ — $ 404,320 $ 600,000 Convertible debentures as of September 30, 2020: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Current Long Term Balance Cash PIK Maturity Date issued Related party convertible debentures: $3,000,000 convertible debenture amended October 23, 2020 (1) $ — $ 1,239,677 $ 3,150,411 10% 01-12-2023 3,550,709 Total related party convertible debentures, net $ — $ 1,239,677 $ 3,150,411 Convertible debentures: $287,000 convertible debenture amended October 22, 2020 (3) $ 89,561 $ 177,799 $ 287,000 10% 01-07-2021 $400,000 convertible debenture amended August 20, 2019 (4) 326,143 — 326,143 11% 08-01-2021 Total convertible debentures, net $ 415,704 $ 177,799 $ 613,143 (1) Unsecured convertible debentures (at $0.60 per common share) issued to related parties, amended October 23, 2020, interest at 10% per annum beginning November 1, 2020, monthly payments of unpaid interest accrued at 12.5% per annum will be paid in arrears through March 31, 2021, beginning April 1, 2021, the Company began paying equal monthly installments of principal and interest at 10% per annum through December 1, 2023 . The debentures are convertible at any time prior to the maturity in whole or in parts into common shares of the Company at a price of $0.60 per common share. The Company issued 3,550,709 common share purchase warrants, with each warrant exercisable at $0.86 for a period of 10 years . The beneficial conversion feature totaled $612,313 and was recorded as a debt discount. The Company also recorded the allocated fair value of the warrants $2,387,687 as additional debt discount. (2) On December 1, 2020, the Company offered, in a private placement, the aggregate offering amount of up to $3,000,000 of Senior Secured Promissory Debentures, with a minimum subscription amount of $250,000 and common stock warrants with an aggregate exercise price of $750,000 and aggregate exercisable warrant shares of 272,727 shares. The Company treated the conversion feature as a derivative instrument. At the option of the Senior Secured Promissory Note holders, the notes are convertible at the earlier of a change of control event, a Qualified IPO, both of which are defined in the Promissory Note Agreement or the maturity date of December 1, 2022. If the conversion takes place at the maturity date, the note will be converted in whole or in parts (which cannot be less than 50% of the amount due under the note) into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the thirty trading day period ending one trading day prior to the maturity date. If the conversion takes place at the change of control date, the note will be converted into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the ten trading day period ending one trading day prior to the change of control effective date. In the event of a Qualified IPO, but subject to the closing of such Qualified IPO, the amount due shall convert in full on the closing date of such Qualified IPO into a number of shares equal to the amount due on such closing date divided by the applicable IPO conversion price, as defined in the Promissory Note Agreement. The Senior Secured Promissory Debentures under the offering accrue cash interest at 4% per annum and payment in kind (PIK) interest at 6% payable in the Company’s common stock, determined on a 360-day basis. Cash interest is payable in advance for the period from the issue date to November 30, 2021, and then is payable six months in arrears on June 1, 2022, then six months in arrears on December 1, 2022. The accrued PIK interest is payable in shares of common stock in an amount equal to the amount of PIK Interest accrued as of such date, divided by the volume weighted average price (VWAP) of common stock during each trading day during the ten-trading day period ending one trading day prior to the PIK Interest Payment due dates of June 1, 2021, December 1, 2021, June 1, 2022, and December 1, 2022. The proceeds received upon issuing the Senior Secured Promissory Debentures were first allocated to the fair value of the embedded features with the remainder to the debt host instrument. ● $750,000 December 1, 2020 debenture the fair value of the conversion feature of $339,216 and the allocated fair value of the warrants of $26,770 were recorded as debenture discount. ● $350,000 January 12, 2021 debenture the fair value of the conversion feature of $139,751 and the allocated fair value of the warrants of $31,282 were recorded as debenture discount. ● $800,000 April 1, 2021 debenture the fair value of the conversion feature of $319,431 and the allocated fair value of the warrants of $60,406 were recorded as debenture discount. ● $400,000 May 1, 2021 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $31,309 were recorded as debenture discount. ● $250,000 May 21, 2021 debenture the fair value of the conversion feature of $99,822 and the allocated fair value of the warrants of $14,940 were recorded as debenture discount. ● $400,000 June 2, 2020 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $30,481 were recorded as debenture discount. (3) Convertible debentures (at $0.60 per common share) issued to a former officer of the Company, interest at 10% per annum, amended as of October 22, 2020, provides those monthly payments of $7,939 including principal and interest are to be made beginning December 1, 2020 through its maturity date of December 1, 2023; secured by 5,000,000 shares of the Company’s common stock which are owned by the Company’s Chief Executive Officer. The debenture is convertible at any time prior to December 1, 2023, in whole or in parts into common stock of the Company at a price of $0.60 per common share. As the effective conversion rate based on the principal $287,000 was $0.60 per share which was less than the Company’s stock price on the date of issuance, a beneficial conversion feature was present at the issuance date. The beneficial conversion feature totaled $30,996 and was recorded as a debt discount. For the twelve months ended September 30, 2021, principal payments totaled $40,956. On July 2, 2021, $216,105 total debenture and $1,800 of unpaid accrued interest was converted into 363,176 shares of common stock and the Company recognized a gain on debt extinguishment of $15,006 on debenture discount. (4) Secured convertible debenture (primary interest in all Company assets), interest at 11% per annum, accrued monthly and the outstanding principal and unpaid accrued interest was due January 8, 2021. $326,143 total debenture and $50,213 of unpaid accrued interest was converted into 1,003,618 shares of common stock on January 8, 2021. The lender received 1,003,618 shares of common stock from this conversion and the Company recognized no gain or loss. |
Schedule of interest expense related to the contractual interest coupon and the amortization of debt discounts on the convertible debentures | Nine months ended June 30, 2022 2021 Interest expense $ 385,086 $ 488,248 Amortization of debt discounts 1,199,498 954,081 Total $ 1,584,584 $ 1,442,329 | Twelve months ended September 30, 2021 2020 Interest expense $ 605,839 $ 303,936 Interest accretion 449,096 0 Amortization of debt discounts 621,274 630,992 Total $ 1,676,209 $ 934,928 |
Schedule of maturity analysis under total convertible debentures | For the years ended September 30, 2022 $ 1,132,205 2023 4,200,761 2024 332,619 Convertible debentures payable, related and non related party 5,665,585 Less: Debt discount on convertible debentures payable (2,272,847) Total convertible debentures payable, related and non related party, net $ 3,392,738 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | ||
Schedule of stock option activity | The following table summarizes the stock option activity for the nine months ended June 30, 2022: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding at September 30, 2021 17,833,356 $ 1.04 8.30 $ 25,478,339 Grants 1,471,200 2.46 9.49 4,527,654 Exercised — — — — Expired — — — — Forfeited (338,251) (2.13) — — Outstanding at June 30, 2022 18,966,305 $ 1.13 7.68 $ 30,005,993 Exercisable at June 30, 2022 13,652,168 $ 0.99 7.32 $ 23,582,392 | The following table summarizes the stock option activity for the twelve months ended September 30, 2021 and September 30, 2020, respectively: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding at September 30, 2019 5,812,306 $ 0.70 8.66 $ 10,179,515 Grants 2,500,000 0.89 9.96 3,899,750 Exercised — — — — Expired — — — — Forfeited — — — — Outstanding at September 30, 2020 8,312,306 $ 0.76 8.28 $ 14,079,265 Grants 9,670,216 1.29 9.34 11,399,074 Exercised — — — — Expired — — — — Forfeited (149,166) 1.10 — — Outstanding at September 30, 2021 17,833,356 $ 1.04 8.30 $ 25,478,339 Exercisable at September 30, 2021 11,298,290 $ 0.90 7.82 $ 17,587,909 |
Schedule of related to stock options | The following table presents information related to stock options on June 30, 2022: Options outstanding Weighted Options average exercisable Exercise Number of remaining life number of price options in years options $ 0.86 1,148,371 4.17 1,148,371 0.66 4,663,935 6.34 4,663,935 0.89 2,500,000 7.96 2,008,000 1.10 7,882,799 8.37 4,607,142 0.57 300,000 8.67 300,000 2.84 250,000 8.83 250,000 2.75 600,000 8.85 216,667 2.35 125,000 9.22 15,278 2.40 50,000 9.08 — 2.50 50,000 9.09 50,000 2.30 836,200 9.27 392,775 2.75 425,000 9.82 — 2.58 135,000 9.88 — 18,966,305 13,652,168 | The following table presents information related to stock options on September 30, 2021: Options outstanding Weighted Options average exercisable Exercise Number of remaining life number of price options in years options 0.86 1,148,371 4.91 1,148,371 0.66 4,663,935 7.09 4,663,935 0.89 2,500,000 8.71 1,630,000 1.10 8,021,049 9.12 3,186,539 0.57 300,000 9.42 300,000 2.84 450,000 9.58 250,000 2.75 600,000 9.59 66,667 2.35 50,000 9.81 2,778 2.40 50,000 9.82 — 2.50 50,000 9.84 50,000 17,833,356 11,298,290 |
Schedule of fair value of options | We calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: June 30, 2022 Weighted average fair value of options granted $ 1.13 Expected life 5.00 -10.00 years Risk-free interest rate 0.01 - 2.93 % Expected volatility 55.80 - 73.00 % Expected dividends yield — % Forfeiture rate — % | The Company calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: September 30, 2021 Weighted average fair value of options granted $ 2.03 Expected life 5.00 10.00 Risk-free interest rate 0.01 - 1.56 % Expected volatility 50.00 - 58.85 % Expected dividends yield 0 % Forfeiture rate 0 % |
Schedule of warrants outstanding and related prices | The following table summarizes the changes in warrants outstanding and the related prices for the shares of our common stock: Warrants outstanding Warrants exercisable Weighted Weighted average average remaining Weighted remaining contractual average contractual Number life exercise Number life Exercise prices outstanding (years) price exercisable (years) $ 0.86 3,850,709 4.87 0.86 3,850,709 4.87 0.38 2,000,000 4.44 0.38 2,000,000 4.44 0.75 2,666,667 7.70 0.75 2,666,667 7.70 2.75 323,864 0.42 2.75 323,864 0.42 2.80 50,000 8.82 2.80 50,000 8.82 2.75 6,573,460 2.25 2.75 6,573,460 2.25 2.35 187,324 4.71 2.35 62,733 4.71 1.75 1,149,425 2.82 1.75 1,149,425 2.82 1.75 628,575 2.87 1.75 628,575 2.87 3.00 200,000 2.88 3.00 110,000 2.88 2.65 300,000 2.96 2.65 — 2.96 | The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock: Warrants outstanding Warrants exercisable Weighted Weighted average average remaining Weighted remaining contractual average contractual Number life exercise Number life Exercise prices outstanding (years) price exercisable (years) $ 0.86 3,850,709 5.62 $ 0.86 3,850,709 5.62 0.38 2,000,000 5.19 0.38 2,000,000 5.19 0.75 2,666,667 8.45 0.75 2,666,667 8.45 2.75 323,864 1.17 2.75 323,864 1.17 2.80 50,000 9.57 2.80 50,000 9.57 2.75 6,573,460 3.00 2.75 6,573,460 3.00 |
Schedule of warrant activity | The following table summarizes the warrant activity for the nine months ended June 30, 2022: Weighted average exercise Number of price per shares share Outstanding at September 30, 2021 15,464,700 $ 1.63 Issued 2,465,324 2.01 Exercised — — Expired — — Outstanding at June 30, 2022 17,930,024 $ 1.68 | The following table summarizes the warrant activity for the twelve months ended September 30, 2021, and 2020: Weighted average exercise Number of price per shares share Outstanding at September 30, 2019 5,550,709 $ 0.68 Issued 2,666,667 0.75 Exercised — — Expired — — Outstanding at September 31, 2020 8,217,376 $ 0.73 Issued 7,247,324 2.67 Exercised — — Expired — — Outstanding at September 30, 2021 15,464,700 $ 1.63 |
Schedule of fair value of warrants issued | June 30, 2022 Weighted average fair value of warrants granted $ 0.74 Expected life 1.75 - 10 years Risk-free interest rate 0.15 - 3.35 % Expected volatility 57.30 - 73.00 % Expected dividends yield — % Forfeiture rate — % | The Company calculated the fair value of warrants issued using the Black-Scholes option pricing model, with the following assumptions: September 30, 2021 Weighted average fair value of warrants granted $ 1.21 Expected life 1.75 - 10 years Risk-free interest rate 0.15% to 1.58% Expected volatility 57.30% to 58.65% Expected dividends yield 0 % Forfeiture rate 0 % |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income (loss) before the provision (benefit) for income taxes | 2021 2020 Domestic Operations $ (24,670,551) $ (17,103,695) Foreign Operations (6,918,857) — Total $ (31,589,408) $ (17,103,695) |
Schedule of income tax expense (benefit) | 2021 2020 Current: Federal $ 98,372 $ 0 State 3,290 1,600 Foreign 0 0 Total Current provision (benefit) 101,662 1,600 Deferred: Federal (455,107) 0 State (102,479) 0 Foreign (158,988) 0 Total Deferred provision (benefit) (716,574) 0 Total provision (benefit) $ (614,912) $ 1,600 |
Schedule of the reconciliation between U.S. statutory federal income tax rate | The reconciliation between the U.S. statutory federal income tax rate and the Company’s effective tax rate for the years ended September 30, 2021, and 2020 is as follows: September 30, 2021 September 31, 2020 U.S. federal statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 2.00 % 2.21 % Goodwill impairment (3.43) % (7.80) % Non-deductible items (0.20) % (7.14) % Change in valuation allowance (15.13) % 3.43 % Change in tax rates 0.11 % (5.27) % US effects of foreign operations (0.31) % — % Other (2.10) % (6.44) % Effective tax rate 1.95 % (0.01) % |
Schedule of deferred tax assets liabilities | As of September 30, 2021, and 2020, the Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: September 30, 2021 September 30, 2020 Deferred tax assets: Net Operating Losses $ 6,284,425 $ 3,108,502 Allowance for doubtful accounts 87,771 — Stock-based compensation 1,765,463 — Fixed assets book/ tax basis difference — — Operating right of use assets 1,331 1,533 Accrued expenses 259,264 84,140 Amortization of debt discount 643,848 310,225 Research credit — — Intangible book/tax basis difference 2,124,796 1,846,646 Total deferred tax asset, net 11,166,898 5,351,046 Less: reserve for allowance (10,521,546) (5,348,138) Total Deferred tax asset, net of valuation allowance $ 645,352 $ 2,908 Deferred tax liabilities: Fixed assets book/ tax basis difference (1,504) (2,908) Derivative liability (643,848) Total deferred tax liabilities $ (645,352) $ (2,908) Total Deferred tax liability, net of valuation allowance $ — $ — |
BUSINESS (Details Narrative)
BUSINESS (Details Narrative) | 9 Months Ended | 12 Months Ended | ||||||
Jun. 08, 2020 | Feb. 06, 2020 segment | May 18, 2016 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) segment | Sep. 30, 2020 USD ($) | Sep. 30, 2019 | |
Number of operating segments | 1 | 1 | ||||||
Reverse stock split | 1 for 1.5 reverse stock split of the Company’s common stock became effective. | |||||||
Cash | $ 709,725 | $ 4,162,548 | $ 1,971,923 | |||||
Accumulated deficit | (81,763,526) | (66,842,416) | (35,867,920) | |||||
Net cash used in operating activities | $ (8,832,956) | $ (7,040,035) | $ (9,529,061) | $ (4,408,232) | ||||
Loop Media, Inc. [Member] | Merger Agreement [Member] | ||||||||
Percentage of voting interests acquired | 100% | |||||||
Equity interest issued | exchange for 152,823,970 shares of the Company’s common stock at an exchange ratio of 1:1. | |||||||
Loop Media, Inc. [Member] | ScreenPlay [Member] | ||||||||
Percentage of voting interests acquired | 100% | |||||||
Zixiao Chen [Member] | Purchase Agreement [Member] | ||||||||
Number of operating segments | segment | 2 | |||||||
Equity interest issued | Buyer transferred to the Company 2,000,000 shares of its common stock and agreed to assume and discharge any and all liabilities relating to the Business accruing up to the effective time of the Asset Purchase Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Computer Equipment | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Software | ||
Property, Plant and Equipment, Useful Life | 3 years | 3 years |
Minimum | Computer Equipment | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum | Computer Equipment | ||
Property, Plant and Equipment, Useful Life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total common stock equivalents | 41,838,822 | 59,113,379 | 46,505,019 |
Preferred Stock Class A | |||
Total common stock equivalents | 3,066,700 | ||
Preferred Stock Class B | |||
Total common stock equivalents | 20,000,000 | 20,000,000 | |
Options to purchase common stock | |||
Total common stock equivalents | 18,966,306 | 17,833,356 | 8,312,306 |
Warrants to purchase common stock | |||
Total common stock equivalents | 17,930,025 | 15,464,700 | 8,217,376 |
Convertible debentures | |||
Total common stock equivalents | 4,942,491 | 5,815,323 | 6,908,637 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Sep. 30, 2021 USD ($) | |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative liabilities | $ 1,058,633 |
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | 0 |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | 0 |
Significant Unobservable Inputs (Level 3) | |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative liabilities | $ 1,058,633 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 12 Months Ended |
Sep. 30, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Derivative liability issued with convertible debentures | $ 1,217,650 |
Change in fair value | (159,017) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 1,058,633 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) | Sep. 30, 2021 Y |
Minimum | Expected term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, Measurement input | 1.17 |
Minimum | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, Measurement input | 7.12 |
Minimum | Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, Measurement input | 90 |
Maximum | Expected term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, Measurement input | 2 |
Maximum | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, Measurement input | 11.09 |
Maximum | Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, Measurement input | 110 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) segment | Sep. 30, 2020 USD ($) | |
Amount of investments that qualify as VIE | $ 0 | $ 0 | |||
Number of reportable segments | 1 | 1 | |||
Number of operating segments | 1 | 1 | |||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | $ 0 | 0 | |
FDIC insurance Limit | 3,655,716 | 459,725 | 3,655,716 | 1,695,763 | |
Allowance for doubtful accounts | 216,238 | 445,946 | 216,238 | 0 | |
Inventory valuation allowance | 0 | 0 | 0 | ||
Impairment | $ 2,390,799 | ||||
Goodwill impairment | 162,093 | ||||
Advertising costs | 4,232,734 | 776,086 | $ 981,878 | 143,096 | |
Amortization of Intangible Assets | $ 933,036 | $ 783,567 | |||
Minimum | |||||
Capitalize property and equipment purchases | 3,000 | ||||
Finite-lived intangible asset, useful life | 2 years | ||||
Maximum | |||||
Finite-lived intangible asset, useful life | 9 years | ||||
Spkr Inc and EON Media Group [Member] | |||||
Goodwill impairment | $ 719,688 | ||||
Spkr Inc. [Member] | |||||
Asset impairment charges | 1,405,142 | ||||
EON Media Group Pte. Ltd [Member] | |||||
Goodwill impairment | 4,442,487 | 4,442,487 | |||
Eon Brand Names [Member] | |||||
Impairment | $ 2,251,513 | 2,251,513 | |||
Asset impairment charges | $ 130,000 | $ 6,350,000 |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 27, 2021 | Dec. 01, 2020 | Oct. 13, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||||
Income from equity investments | $ 1,551 | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 750,000 | $ 1,499,937 | ||||
Goodwill impairment | 162,093 | |||||
Impairment of intangible assets | $ 2,390,799 | |||||
Eon Brand Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Impairment of intangible assets | $ 2,251,513 | 2,251,513 | ||||
Spkr Inc and EON Media Group [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill impairment | 719,688 | |||||
Spkr Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, number of shares issued | 1,369,863 | |||||
Business acquisition, share price (in dollars per share) | $ 0.0001 | |||||
Business acquisition, equity Interests issued | $ 2,671,233 | |||||
Business Combination, Consideration Transferred | $ 2,671,233 | |||||
EON Media Group Pte. Ltd [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, number of shares issued | 454,463 | |||||
Business acquisition, equity Interests issued | $ 863,480 | |||||
Percentage of voting interests acquired | 80% | 20% | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 750,000 | |||||
Revenue | 120,957 | |||||
Net loss | 6,918,858 | |||||
Goodwill impairment | $ 4,442,487 | $ 4,442,487 | ||||
EON Media Group Pte. Ltd [Member] | Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, number of shares issued | 1,084 | 1,084 | ||||
Ithaca EMG Holdco LLC [Member] | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, number of shares issued | 1,350 | 1,350 | ||||
Far West Entertainment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, number of shares issued | 2,003,435 | |||||
Business acquisition, equity Interests issued | $ 5,689,755 | |||||
Purchase price consideration | $ 750,000 | |||||
Far West Entertainment [Member] | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, number of shares issued | 3,650 | |||||
Far West Entertainment [Member] | Private Individual | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, number of shares issued | 3,650 |
BUSINESS COMBINATION (Details_2
BUSINESS COMBINATION (Details Narrative 2) - Far West Entertainment [Member] | Apr. 27, 2021 USD ($) |
Business Acquisition [Line Items] | |
Fair value of shares issued | $ 5,689,755 |
Cash consideration | 750,000 |
Fair value of prior investment in EON Media Group | 1,615,030 |
Total consideration paid | $ 8,054,785 |
BUSINESS COMBINATION (Details_3
BUSINESS COMBINATION (Details Narrative 3) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Apr. 27, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,970,321 | $ 1,970,321 | $ 583,086 | |
Far West Entertainment [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 63 | |||
Goodwill | 5,829,722 | |||
Brand name intangible asset | 2,300,000 | |||
Current liabilities | (75,000) | |||
Total purchase price allocation | $ 8,054,785 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Total inventory | $ 12,554 | $ 223,048 | $ 39,075 |
Computers | |||
Total inventory | 7,830 | 6,881 | 13,522 |
Hasp keys | |||
Total inventory | $ 4,724 | 3,581 | 633 |
Loop player | |||
Total inventory | $ 212,586 | $ 24,920 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 23, 2014 |
Remaining balance, written off | $ 105,720 | |||
Interest | $ 1,077 | $ 4,453 | ||
Promissory Note [Member] | Lodestar Entertainment, LLC [member] | ||||
Advanced receivable | $ 137,860 |
LICENSE CONTENT ASSETS (Details
LICENSE CONTENT ASSETS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Term of license content asset | 2 years | 2 years | |
License content asset - current | $ 420,789 | $ 850,263 | $ 454,000 |
License content asset - non current | 36,797 | 365,360 | 246,280 |
License content liability | 50,250 | 985,000 | |
License content liability - current | 50,250 | 985,000 | 454,000 |
License content liability - non current | 0 | 0 | 227,000 |
Payments for license content liabilities | 853,500 | 699,000 | |
Additions to license content liabilities | 47,500 | ||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 56,222 | ||
Payable in 2021 | 19,000 | 581,000 | |
Payable in 2022 | $ 31,250 | 404,000 | |
License content asset | |||
Impairment of license asset | 2,260,799 | ||
Additions to license content assets | 47,500 | ||
Amortization expense | 1,362,921 | $ 283,187 | |
Useful life | 2 years | ||
Amortization expense, 2022 | $ 436,346 | 1,058,773 | |
Amortization expense, 2023 | $ 21,240 | $ 156,849 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Gross equipment | $ 542,906 | $ 520,659 | |
Less: accumulated depreciation | (503,970) | (490,580) | |
Total, equipment net | $ 884,492 | 38,936 | 30,079 |
Equipment | |||
Gross equipment | 489,456 | 467,208 | |
Software | |||
Gross equipment | $ 53,450 | $ 53,450 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
PROPERTY AND EQUIPMENT | ||
Depreciation expense | $ 13,390 | $ 10,904 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total intangible assets, gross | $ 1,210,000 | $ 1,210,000 | $ 1,340,000 | |
Less: accumulated amortization | (591,556) | (507,222) | (376,889) | |
Total intangible accumulated amortization | (591,556) | (507,222) | ||
Total intangible assets, net | $ 618,444 | $ 702,778 | 963,111 | |
Useful life | 5 years 6 months | 6 years 2 months 12 days | ||
Screenplay Brand [Member] | ||||
Total intangible assets, gross | 130,000 | |||
Customer relationships | ||||
Total intangible assets, gross | $ 1,012,000 | $ 1,012,000 | 1,012,000 | |
Useful life | 9 years | 9 years | ||
Content library | ||||
Total intangible assets, gross | $ 198,000 | $ 198,000 | $ 198,000 | |
Useful life | 2 years | 2 years | ||
Technology [Member] | ||||
Useful life | 2 years |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Details narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 | Oct. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 27, 2021 | |
Goodwill balance | $ 1,970,321 | $ 1,970,321 | $ 583,086 | ||||
Useful life | 5 years 6 months | 6 years 2 months 12 days | |||||
Goodwill impairment | $ 162,093 | ||||||
Amortization expense | $ 84,333 | $ 727,715 | 1,451,773 | 218,306 | |||
Impairment of intangible assets | $ 2,390,799 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling Twelve Months | 112,444 | 112,444 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Two | 112,444 | 112,444 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Three | 112,444 | 112,444 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Four | $ 112,444 | 112,444 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Five | 112,444 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling after Year Five | 140,556 | ||||||
Intellectual Property [Member] | |||||||
Impairment of intangible assets | 6,350,000 | ||||||
Intellectual Property [Member] | Common class B | |||||||
Acquired assets | 6,350,000 | ||||||
Technology [Member] | |||||||
Useful life | 2 years | ||||||
Acquired assets | $ 2,671,233 | ||||||
Eon Brand Names [Member] | |||||||
Asset impairment charges | $ 130,000 | ||||||
Spkr Inc and EON Media Group [Member] | |||||||
Goodwill impairment | 719,688 | ||||||
Goodwill adjustments | 74,937 | ||||||
EON Media Group | |||||||
Goodwill balance | $ 5,829,722 | ||||||
Acquired assets | $ 2,300,000 | ||||||
Useful life | 20 years | ||||||
Goodwill impairment | 4,442,487 | ||||||
Asset impairment charges | 2,251,513 | ||||||
Spkr Inc. [Member] | |||||||
Asset impairment charges | $ 1,405,142 |
LEASES (Details)
LEASES (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Leases [Abstract] | |||
Short term portion | $ 167,101 | $ 139,858 | |
Long term portion | 75,530 | 248,540 | |
Total lease liability | $ 119,178 | $ 242,631 | $ 388,398 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||
Six months ending December 31, 2021 | $ 46,414 | ||
2022 | 84,175 | $ 184,480 | |
2023 | 84,175 | ||
Total undiscounted cash flows | 130,589 | 268,656 | |
Less: 10% Present value discount | (11,411) | (26,025) | |
Lease liability | $ 119,178 | $ 242,631 | $ 388,398 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases. | ||||
Operating lease expense | $ 133,332 | $ 137,530 | $ 177,777 | $ 169,029 |
Short-term lease expense | 6,600 | 7,000 | 8,400 | 3,250 |
Total lease expense | $ 139,932 | $ 144,530 | $ 186,177 | $ 172,279 |
LEASES (Details 3)
LEASES (Details 3) | Jun. 30, 2022 | Sep. 30, 2021 |
Lease Detail 3 [Abstract] | ||
Weighted-average remaining lease term | 8 months 23 days | 1 year 5 months 8 days |
Weighted-average discount rate | 10% | 10% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease Detail Narrative [Abstract] | ||||
Cash payments against lease liabilities | $ 138,066 | $ 134,207 | $ 179,089 | $ 165,550 |
Accretion on lease liability | $ 14,613 | $ 26,084 | $ 32,936 | $ 42,755 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Accounts Payable And Accrued Expenses. | |||
Accounts payable | $ 3,739,527 | $ 1,147,585 | $ 253,677 |
Interest payable | 190,515 | 106,631 | 166,290 |
Accrued liabilities | 941,440 | 537,884 | |
Payroll liabilities | 20,250 | 20,250 | 44,855 |
Total accounts payable and accrued expenses | $ 12,763,862 | $ 2,215,906 | $ 1,002,706 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 26, 2021 | Sep. 30, 2021 | May 10, 2021 | |
Paycheck Protection Program, CARES Act Loan [Member] | |||
Annual interest rate | 1% | ||
Proceeds from loans | $ 486,638 | ||
Payroll Protection Program (PPP) [Member] | U.S. Small Business Administration's (SBA) [Member] | |||
Loan forgiveness amount | $ 573,500 | $ 573,500 | |
Loan current portion | 0 | ||
Interest Expense, Debt | 2,187 | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||
Due in 2021 | 0 | ||
Due in 2022 | 25,714 | ||
Due in 2023 | 126,975 | ||
Due in 2024 | 128,242 | ||
Due in 2025 | 129,539 | ||
Thereafter | 76,168 | ||
Payroll Protection Program (PPP) [Member] | U.S. Small Business Administration's (SBA) [Member] | Other Income [Member] | |||
Accrued interest forgiven | $ 5,986 |
CONVERTIBLE DEBENTURES PAYABL_2
CONVERTIBLE DEBENTURES PAYABLE (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 01, 2020 | |
Current - related parties | $ 2,075,692 | $ 530,226 | |||
Related Party Convertible Debentures, Noncurrent | 2,458,194 | ||||
Net Carrying Value Long Term - related party | 1,619,398 | $ 1,239,677 | |||
Unpaid Principal Balance - related parties | 2,350,000 | 5,065,582 | 3,150,411 | ||
Net Carrying Value Long Term - nonrelated party | 142,714 | 404,320 | |||
Current - nonrelated parties | 602,581 | 415,704 | |||
Net Carrying Value Long Term - nonrelated parties | 142,714 | 404,319 | 1,239,677 | ||
Unpaid Principal Balance - nonrelated parties | 2,679,993 | 600,000 | 613,143 | ||
$3,000,000 Convertible Debenture Amended October 23, 2020 | |||||
Convertible debenture | $ 3,000,000 | 3,000,000 | 3,000,000 | ||
Current - related parties | 530,226 | ||||
Related Party Convertible Debentures, Noncurrent | 876,256 | ||||
Net Carrying Value Long Term - related party | 876,256 | 1,239,677 | |||
Unpaid Principal Balance - related parties | $ 2,715,582 | $ 3,150,411 | |||
Percentage of cash interest | 10% | 10% | |||
Interest rate | 10% | 10% | |||
Maturity date | Dec. 01, 2023 | ||||
Warrants issued | $ 3,550,709 | $ 3,550,709 | |||
$750,000 convertible debenture, December 1, 2020 | |||||
Convertible debenture | $ 750,000 | 750,000 | |||
Current - related parties | 673,753 | ||||
Related Party Convertible Debentures, Noncurrent | 536,508 | ||||
Net Carrying Value Long Term - related party | 536,508 | ||||
Unpaid Principal Balance - related parties | $ 750,000 | $ 750,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 68,182 | ||||
$800,000 convertible debenture, April 1, 2021 | |||||
Convertible debenture | $ 800,000 | 800,000 | |||
Current - related parties | 705,041 | ||||
Related Party Convertible Debentures, Noncurrent | 534,114 | ||||
Net Carrying Value Long Term - related party | 534,114 | ||||
Unpaid Principal Balance - related parties | $ 800,000 | $ 800,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 72,727 | ||||
$400,000 convertible debenture, May 1, 2021 | |||||
Convertible debenture | $ 400,000 | 400,000 | |||
Current - related parties | 349,730 | ||||
Related Party Convertible Debentures, Noncurrent | 259,246 | ||||
Net Carrying Value Long Term - related party | 259,246 | ||||
Unpaid Principal Balance - related parties | $ 400,000 | $ 400,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 36,364 | ||||
$400,000 convertible debenture, June 2, 2021 | |||||
Convertible debenture | $ 400,000 | 400,000 | |||
Current - related parties | 347,168 | ||||
Related Party Convertible Debentures, Noncurrent | 252,070 | ||||
Net Carrying Value Long Term - related party | 252,070 | ||||
Unpaid Principal Balance - related parties | $ 400,000 | $ 400,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 36,364 | ||||
$287,000 convertible debenture amended October 22, 2020 | |||||
Convertible debenture | 287,000 | ||||
Current - related parties | 89,561 | ||||
Net Carrying Value Long Term - related party | 177,799 | ||||
Unpaid Principal Balance - related parties | $ 287,000 | ||||
Percentage of cash interest | 10% | ||||
$287,000 convertible debenture converted July 1 2021 | |||||
Convertible debenture | $ 287,000 | ||||
Percentage of cash interest | 10% | ||||
$400,000 convertible debenture converted January 8, 2021 | |||||
Convertible debenture | $ 400,000 | $ 400,000 | |||
Percentage of cash interest | 11% | ||||
$350,000 convertible debenture, January 12, 2021 | |||||
Convertible debenture | $ 350,000 | $ 350,000 | |||
Net Carrying Value Long Term - related party | 243,579 | ||||
Unpaid Principal Balance - related parties | 350,000 | ||||
Net Carrying Value Long Term - nonrelated party | 243,578 | ||||
Current - nonrelated parties | 311,993 | ||||
Unpaid Principal Balance - nonrelated parties | $ 350,000 | $ 350,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 87,500 | ||||
$250,000 convertible debenture, May 21, 2021 | |||||
Convertible debenture | $ 250,000 | 250,000 | |||
Net Carrying Value Long Term - related party | 160,741 | ||||
Unpaid Principal Balance - related parties | 250,000 | ||||
Net Carrying Value Long Term - nonrelated party | 160,741 | ||||
Current - nonrelated parties | 218,122 | ||||
Unpaid Principal Balance - nonrelated parties | $ 250,000 | $ 250,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 22,727 | ||||
$400,000 convertible debenture amended August 20, 2019 | |||||
Current - related parties | 326,143 | ||||
Unpaid Principal Balance - related parties | $ 326,143 | ||||
Percentage of cash interest | 11% | ||||
Convertible debentures due on due December 1, 2022 | |||||
Percentage of cash interest | 4% | ||||
Secured convertible debenture | |||||
Interest rate | 11% | 11% | |||
Debentures subject to mandatory redemption | $750,000 convertible debenture, December 1, 2020 | |||||
Convertible debenture | $ 750,000 | 750,000 | |||
Debentures subject to mandatory redemption | $800,000 convertible debenture, April 1, 2021 | |||||
Convertible debenture | 800,000 | 800,000 | |||
Debentures subject to mandatory redemption | $400,000 convertible debenture, May 1, 2021 | |||||
Convertible debenture | 400,000 | 400,000 | |||
Debentures subject to mandatory redemption | $287,000 convertible debenture amended October 22, 2020 | |||||
Convertible debenture | 287,000 | 287,000 | |||
Debentures subject to mandatory redemption | $350,000 convertible debenture, January 12, 2021 | |||||
Convertible debenture | 350,000 | 350,000 | |||
Debentures subject to mandatory redemption | $250,000 convertible debenture, May 21, 2021 | |||||
Convertible debenture | $ 250,000 | $ 250,000 |
CONVERTIBLE DEBENTURES PAYABL_3
CONVERTIBLE DEBENTURES PAYABLE (Details 2) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instruments [Abstract] | ||
Interest and Debt Expense | $ 605,839 | $ 303,936 |
Interest accretion | 449,096 | 0 |
Amortization of Debt Issuance Costs and Discounts | 621,274 | 630,992 |
Amortization | $ 1,676,209 | $ 934,928 |
CONVERTIBLE DEBENTURES PAYABL_4
CONVERTIBLE DEBENTURES PAYABLE (Details 3) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Debt Disclosure [Abstract] | ||
2022 | $ 4,795,763 | $ 1,132,205 |
2023 | 234,230 | 4,200,761 |
2024 | 332,619 | |
Convertible debentures payable, related and non related party | 5,029,993 | 5,665,585 |
Less: Debt discount on convertible debentures payable | (2,209,006) | (2,272,847) |
Total convertible debentures payable, related and non related party, net | $ 2,820,987 | $ 3,392,738 |
CONVERTIBLE DEBENTURES PAYABL_5
CONVERTIBLE DEBENTURES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 02, 2021 | Jan. 08, 2021 | Dec. 01, 2020 | Jun. 08, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2019 | |
Number of warrants issued | 687,324 | 50,000 | 2,666,667 | |||||||
Exercise price of warrants | $ 1.68 | $ 1.63 | $ 0.73 | $ 0.68 | ||||||
Debentures balance | $ 2,679,993 | $ 600,000 | $ 613,143 | |||||||
Accrued interest | $ 941,440 | $ 537,884 | ||||||||
Number of shares issued | 3,228,000 | 9,001,460 | 4,393,333 | |||||||
Gain/(loss) on extinguishment of debt, net | 490,051 | $ 579,486 | $ 564,481 | $ (105,266) | ||||||
Accrued interest amount | 3,842 | |||||||||
Description of reverse stock split | 1 for 1.5 reverse stock split of the Company’s common stock became effective. | |||||||||
Related Party Convertible Debentures | ||||||||||
Number of warrants issued | 213,637 | |||||||||
$3,000,000 Convertible Debenture Amended October 23, 2020 | ||||||||||
Convertible debenture | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.60 | $ 0.60 | ||||||||
Interest rate | 10% | 10% | ||||||||
Description of monthly installments | monthly payments of unpaid interest accrued at 12.5% per annum will be paid in arrears through March 31, 2021, beginning April 1, 2021, we began paying equal monthly installments of principal and interest at 10% per annum through December 1, 2023 | monthly payments of unpaid interest accrued at 12.5% per annum will be paid in arrears through March 31, 2021, beginning April 1, 2021, the Company began paying equal monthly installments of principal and interest at 10% per annum through December 1, 2023 | ||||||||
Number of warrants issued | 3,550,709 | 3,550,709 | ||||||||
Exercise price of warrants | $ 0.86 | $ 0.86 | ||||||||
Expected life in years | 10 years | 10 years | ||||||||
Beneficial conversion feature recorded as debt discount | $ 612,313 | $ 612,313 | ||||||||
Allocated fair value of warrants as additional debt discount | 2,387,687 | $ 2,387,687 | ||||||||
Percentage of cash interest | 10% | 10% | ||||||||
$750,000 convertible debenture, December 1, 2020 | ||||||||||
Convertible debenture | $ 750,000 | $ 750,000 | ||||||||
Interest rate | 6% | 6% | ||||||||
Beneficial conversion feature recorded as debt discount | $ 339,216 | $ 339,216 | ||||||||
Allocated fair value of warrants as additional debt discount | $ 26,770 | $ 26,770 | ||||||||
Percentage of cash interest | 4% | 4% | ||||||||
$750,000 convertible debenture, December 1, 2020 | Private placement | ||||||||||
Convertible debenture and warranty purchase agreement amount | $ 3,000,000 | |||||||||
$800,000 convertible debenture, April 1, 2021 | ||||||||||
Convertible debenture | $ 800,000 | $ 800,000 | ||||||||
Interest rate | 6% | 6% | ||||||||
Beneficial conversion feature recorded as debt discount | $ 319,431 | $ 319,431 | ||||||||
Allocated fair value of warrants as additional debt discount | $ 60,406 | $ 60,406 | ||||||||
Percentage of cash interest | 4% | 4% | ||||||||
$400,000 convertible debenture, May 1, 2021 | ||||||||||
Convertible debenture | $ 400,000 | $ 400,000 | ||||||||
Interest rate | 6% | 6% | ||||||||
Beneficial conversion feature recorded as debt discount | $ 159,715 | $ 159,715 | ||||||||
Allocated fair value of warrants as additional debt discount | $ 31,309 | $ 31,309 | ||||||||
Percentage of cash interest | 4% | 4% | ||||||||
$400,000 convertible debenture, June 2, 2021 | ||||||||||
Convertible debenture | $ 400,000 | $ 400,000 | ||||||||
Interest rate | 6% | 6% | ||||||||
Percentage of cash interest | 4% | 4% | ||||||||
$400,000 convertible debenture, June 2, 2020 | ||||||||||
Beneficial conversion feature recorded as debt discount | $ 159,715 | $ 159,715 | ||||||||
Allocated fair value of warrants as additional debt discount | $ 30,481 | $ 30,481 | ||||||||
$287,000 convertible debenture amended October 22, 2020 | ||||||||||
Convertible debenture | $ 287,000 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.60 | $ 0.60 | ||||||||
Exercise price of warrants | $ 0.60 | $ 0.60 | ||||||||
Beneficial conversion feature recorded as debt discount | $ 30,996 | $ 30,996 | ||||||||
Percentage of cash interest | 10% | |||||||||
Principal payments | $ 29,939 | $ 40,956 | ||||||||
Number of shares issued | 5,000,000 | 5,000,000 | ||||||||
Amount of monthly payments | $ 7,939 | $ 7,939 | ||||||||
Gain/(loss) on extinguishment of debt, net | $ 15,006 | |||||||||
$287,000 convertible debenture amended October 22, 2020 | Common class B | Redemption Agreement [Member] | Former Officers [Member] | ||||||||||
Interest rate | 10% | |||||||||
$287,000 convertible debenture amended October 22, 2020 | Common Class A [Member] | Redemption Agreement [Member] | Former Officers [Member] | ||||||||||
Interest rate | 10% | |||||||||
$287,000 convertible debenture converted July 1, 2021 | ||||||||||
Debentures balance | 216,105 | |||||||||
Accrued interest | $ 1,800 | |||||||||
Number of shares issued | 363,176 | |||||||||
Gain/(loss) on extinguishment of debt, net | $ 15,006 | |||||||||
$400,000 convertible debenture converted January 8, 2021 | ||||||||||
Convertible debenture | $ 400,000 | $ 400,000 | ||||||||
Percentage of cash interest | 11% | |||||||||
$350,000 convertible debenture, January 12, 2021 | ||||||||||
Convertible debenture | $ 350,000 | $ 350,000 | ||||||||
Interest rate | 6% | 6% | ||||||||
Beneficial conversion feature recorded as debt discount | $ 139,751 | $ 139,751 | ||||||||
Allocated fair value of warrants as additional debt discount | $ 31,282 | $ 31,282 | ||||||||
Percentage of cash interest | 4% | 4% | ||||||||
Debentures balance | $ 350,000 | $ 350,000 | ||||||||
$250,000 convertible debenture, May 21, 2021 | ||||||||||
Convertible debenture | $ 250,000 | $ 250,000 | ||||||||
Interest rate | 6% | 6% | ||||||||
Beneficial conversion feature recorded as debt discount | $ 99,822 | $ 99,822 | ||||||||
Allocated fair value of warrants as additional debt discount | $ 14,940 | $ 14,940 | ||||||||
Percentage of cash interest | 4% | 4% | ||||||||
Debentures balance | $ 250,000 | $ 250,000 | ||||||||
Convertible debentures due on due December 1, 2022 | ||||||||||
Percentage of cash interest | 4% | |||||||||
Percentage of payment in kind interest | 6% | |||||||||
Secured convertible debenture | ||||||||||
Interest rate | 11% | 11% | ||||||||
Accrued interest | $ 50,213 | $ 326,143 | $ 326,143 | |||||||
Number of shares issued | 1,003,618 | |||||||||
Senior secured promissory debentures | ||||||||||
Number of warrants issued | 213,637 | 110,227 | ||||||||
Accrued interest | $ 5,563 | |||||||||
Senior secured promissory debentures | Private placement | ||||||||||
Minimum subscription amount | $ 250,000 | |||||||||
Aggregate exercise price | $ 750,000 | |||||||||
Warrants Exercisable Shares | 272,727 | |||||||||
Debentures subject to mandatory redemption | $750,000 convertible debenture, December 1, 2020 | ||||||||||
Convertible debenture | $ 750,000 | $ 750,000 | ||||||||
Debentures subject to mandatory redemption | $800,000 convertible debenture, April 1, 2021 | ||||||||||
Convertible debenture | 800,000 | 800,000 | ||||||||
Debentures subject to mandatory redemption | $400,000 convertible debenture, May 1, 2021 | ||||||||||
Convertible debenture | 400,000 | 400,000 | ||||||||
Debentures subject to mandatory redemption | $400,000 convertible debenture, June 2, 2020 | ||||||||||
Convertible debenture | 400,000 | 400,000 | ||||||||
Debentures subject to mandatory redemption | $287,000 convertible debenture amended October 22, 2020 | ||||||||||
Convertible debenture | 287,000 | 287,000 | ||||||||
Debentures subject to mandatory redemption | $350,000 convertible debenture, January 12, 2021 | ||||||||||
Convertible debenture | 350,000 | 350,000 | ||||||||
Debentures subject to mandatory redemption | $250,000 convertible debenture, May 21, 2021 | ||||||||||
Convertible debenture | $ 250,000 | $ 250,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingencies | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Proceeds from board member and related party | $ 400,000 | ||||
Number of shares issued | 320,000 | ||||
Number of warrants issued | 320,000 | 320,000 | |||
Consulting Firm [Member] | |||||
Related party amounts of transaction | $ 318,035 | $ 285,000 | |||
Convertible debentures. | |||||
Related party amounts of transaction | $ 2,480,350 | 5,164,690 | 3,203,880 | ||
Related party interest expense | $ 666,515 | $ 267,416 | $ 557,820 | $ 207,674 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 USD ($) Vote $ / shares shares | Jun. 08, 2020 | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | Sep. 30, 2021 USD ($) Vote $ / shares shares | Sep. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2019 $ / shares | |
Preferred stock, shares authorized | shares | 16,666,667 | 16,666,667 | 16,666,667 | ||||
Reverse stock split | 1 for 1.5 reverse stock split of the Company’s common stock became effective. | ||||||
Common stock, shares authorized | shares | 316,666,667 | 316,666,667 | 316,666,667 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issues | shares | 133,470,019 | 153,539,596 | 127,316,746 | 133,470,019 | 114,320,910 | ||
Common stock, shares outstanding | shares | 133,470,019 | 153,539,596 | 127,316,746 | 133,470,019 | 114,320,910 | ||
Number of shares issued | shares | 3,228,000 | 9,001,460 | 4,393,333 | ||||
Number of shares issued, value | $ | $ 11,251,829 | $ 3,516,500 | |||||
Payment in kind interest stock issuance (in shares) | shares | 14,475 | ||||||
Payment in kind interest stock issuance | $ | $ (177,000) | $ 41,979 | $ 41,977 | ||||
Number of shares issued in satisfaction | shares | 497,429 | 497,429 | 93,333 | ||||
Number of shares issued in satisfaction , value | $ | $ 485,144 | $ 485,144 | $ 47,168 | ||||
Offering costs | $ | $ 80,134 | $ 0 | $ 80,134 | ||||
Number of shares issued for the purchase of certain intangible assets | shares | 1,369,863 | ||||||
Number of shares issued for the purchase of certain intangible assets, value | $ | $ 2,671,233 | ||||||
Exercise price of warrants | $ / shares | $ 1.63 | $ 1.68 | $ 1.63 | $ 0.73 | $ 0.68 | ||
Number of shares issued for services | shares | 79,051 | 95,718 | 4,000,000 | ||||
Number of shares issued for services, value | $ | $ 200,000 | $ 236,834 | $ 1,500,000 | ||||
Accrued liabilities | $ | $ 941,440 | 941,440 | 537,884 | ||||
Deemed dividend. | $ | 3,800,000 | ||||||
Number of shares issued, value | $ | $ 4,034,935 | ||||||
Value of loan conversion | $ | $ 376,356 | ||||||
Shares to be issued for loan conversion | shares | 1,003,618 | ||||||
Proceeds from issuing common stock subscribed | $ | $ 350,000 | 35,000 | |||||
Inducement Expense | $ | $ 3,793,406 | ||||||
Number of shares issued | shares | 320,000 | ||||||
Content library | |||||||
Asset impairment charges | $ | $ 2,260,799 | ||||||
License content asset | |||||||
Number of shares issued for services | shares | 1,278,771 | ||||||
Number of shares issued for services, value | $ | $ 2,260,799 | ||||||
Asset impairment charges | $ | $ 2,260,799 | ||||||
EON Media Group | |||||||
Number of shares issued | shares | 2,457,898 | 2,457,898 | |||||
Number of shares issued, value | $ | $ 6,553,235 | $ 6,553,235 | |||||
Ownership percentage | 100% | 100% | 100% | ||||
Common Stock | |||||||
Conversion of series convertible stock to common stock (in shares) | shares | 20,000,000 | 3,066,700 | |||||
Number of shares issued, value | $ | $ 11,251,825 | ||||||
Payment in kind interest stock issuance (in shares) | shares | 69,455 | 14,475 | |||||
Payment in kind interest stock issuance | $ | $ (7) | $ 3 | |||||
Debt instrument accrued interest | $ | $ 217,905 | ||||||
Value of loan conversion | $ | $ 376,356 | ||||||
Shares to be issued for loan conversion | shares | 1,003,618 | 363,176 | |||||
Interlink Plus, Inc. [Member] | |||||||
Number of shares issued | shares | 5,168,931 | ||||||
Debt to a related party | $ | $ 180,000 | ||||||
Legal expenses | $ | 80,134 | ||||||
Accrued liabilities | $ | $ 3,842 | ||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | Private placement | |||||||
Number of shares issued | shares | 5,773,460 | ||||||
Exercise price of warrants | $ / shares | $ 2.75 | $ 2.75 | |||||
Number of aggregate warrants | shares | 6,573,460 | 6,573,460 | |||||
Number of shares issued | shares | 320,000 | ||||||
Shares issued to related party, value | $ | $ 295,181 | ||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | Common Stock | Private placement | |||||||
Number of shares issued | shares | 5,253,460 | ||||||
Number of shares issued, value | $ | $ 4,663,116 | ||||||
Preferred Stock Class A | |||||||
Preferred stock, shares authorized | shares | 3,333,334 | 3,333,334 | 3,333,334 | 3,333,334 | |||
Preferred stock, shares issues | shares | 0 | 0 | 30,667 | 0 | 30,667 | ||
Preferred stock, shares outstanding | shares | 0 | 0 | 30,667 | 0 | 30,667 | ||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 0.15 | $ 0.15 | $ 0.15 | ||||
Preferred stock, number of votes per share | Vote | 100 | 100 | |||||
Preferred stock, convertible, conversion ratio | 100 | 100 | |||||
Conversion of series convertible stock to common stock (in shares) | shares | 3,066,700 | ||||||
Preferred Stock Class A | Interlink Plus, Inc. [Member] | |||||||
Number of shares issued | shares | 30,667 | ||||||
Preferred Stock Class B | |||||||
Preferred stock, shares authorized | shares | 3,333,334 | 3,333,334 | 3,333,334 | 3,333,334 | |||
Preferred stock, shares issues | shares | 200,000 | 0 | 200,000 | 200,000 | 200,000 | ||
Preferred stock, shares outstanding | shares | 200,000 | 0 | 200,000 | 200,000 | 200,000 | ||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||
Preferred stock, number of votes per share | 100 | 100 | 100 | ||||
Preferred stock, convertible, conversion ratio | 100 | 100 | |||||
Preferred Stock Class B | Stock Issued For Cash [Member] | |||||||
Number of shares issued | shares | 100,000 | ||||||
Number of shares issued, value | $ | $ 4,800,000 | ||||||
Debt instrument, forgiveness | $ | 1,006,594 | ||||||
Inducement Expense | $ | $ 3,793,406 | ||||||
Preferred Stock Class B | Stock Issued For Loan Forgiveness [Member] | |||||||
Number of shares issued | shares | 100,000 | ||||||
Number of shares issued, value | $ | $ 4,800,000 | ||||||
Proceeds from issuance of convertible preferred stock | $ | 1,000,000 | ||||||
Deemed dividend. | $ | $ 3,800,000 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding at the beginning | 17,833,356 | 8,312,306 | 5,812,306 | |
Grants | 1,471,200 | 9,670,216 | 2,500,000 | |
Forfeited | (338,251) | (149,166) | ||
Outstanding at the end | 18,966,305 | 17,833,356 | 8,312,306 | 5,812,306 |
Exercisable | 13,652,168 | 11,298,290 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Outstanding at the beginning | $ 1.04 | $ 0.76 | $ 0.70 | |
Grants | 2.46 | 1.29 | 0.89 | |
Forfeited | 2.13 | 1.10 | ||
Outstanding at the end | 1.13 | 1.04 | $ 0.76 | $ 0.70 |
Exercisable | $ 0.99 | $ 0.90 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 8 months 4 days | 8 years 3 months 18 days | 8 years 7 months 28 days | |
Grants | 9 years 4 months 2 days | 9 years 11 months 15 days | ||
Outstanding at the end | 8 years 3 months 18 days | 8 years 3 months 10 days | ||
Exercisable | 7 years 3 months 25 days | 7 years 9 months 25 days | ||
Outstanding at the beginning | $ 25,478,339 | $ 14,079,265 | $ 10,179,515 | |
Grants | 4,527,654 | 11,399,074 | 3,899,750 | |
Outstanding at the end | 30,005,993 | 25,478,339 | $ 14,079,265 | $ 10,179,515 |
Exercisable at the end | $ 23,582,392 | $ 17,587,909 |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2019 | Sep. 30, 2020 | |
Exercise price | $ 1.13 | $ 1.04 | $ 0.70 | $ 0.76 |
Number of options | 18,966,305 | 17,833,356 | 5,812,306 | 8,312,306 |
Weighted average remaining life in years remaining life in years | 7 years 8 months 4 days | 8 years 3 months 18 days | 8 years 7 months 28 days | |
Options exercisable number of options | 13,652,168 | 11,298,290 | ||
Stock Options Exercise price 0.86 [Member] | ||||
Exercise price | $ 0.86 | $ 0.86 | ||
Number of options | 1,148,371 | 1,148,371 | ||
Weighted average remaining life in years remaining life in years | 4 years 2 months 1 day | 4 years 10 months 28 days | ||
Options exercisable number of options | 1,148,371 | 1,148,371 | ||
Stock Options Exercise price 0.66 [Member] | ||||
Exercise price | $ 0.66 | $ 0.66 | ||
Number of options | 4,663,935 | 4,663,935 | ||
Weighted average remaining life in years remaining life in years | 6 years 4 months 2 days | 7 years 1 month 2 days | ||
Options exercisable number of options | 4,663,935 | 4,663,935 | ||
Stock Options Exercise price 0.89 [Member] | ||||
Exercise price | $ 0.89 | $ 0.89 | ||
Number of options | 2,500,000 | 2,500,000 | ||
Weighted average remaining life in years remaining life in years | 7 years 11 months 15 days | 8 years 8 months 15 days | ||
Options exercisable number of options | 2,008,000 | 1,630,000 | ||
Stock Option Exercise Price 1.1 [Member] | ||||
Exercise price | $ 1.10 | $ 1.10 | ||
Number of options | 7,882,799 | 8,021,049 | ||
Weighted average remaining life in years remaining life in years | 8 years 4 months 13 days | 9 years 1 month 13 days | ||
Options exercisable number of options | 4,607,142 | 3,186,539 | ||
Stock Option Exercise Price 0.57 [Member] | ||||
Exercise price | $ 0.57 | $ 0.57 | ||
Number of options | 300,000 | 300,000 | ||
Weighted average remaining life in years remaining life in years | 8 years 8 months 1 day | 9 years 5 months 1 day | ||
Options exercisable number of options | 300,000 | 300,000 | ||
Stock Option Exercise Price 2.84 [Member] | ||||
Exercise price | $ 2.84 | $ 2.84 | ||
Number of options | 250,000 | 450,000 | ||
Weighted average remaining life in years remaining life in years | 8 years 9 months 29 days | 9 years 6 months 29 days | ||
Options exercisable number of options | 250,000 | 250,000 | ||
Stock Option Exercise Price 2.75 [Member] | ||||
Exercise price | $ 2.75 | $ 2.75 | ||
Number of options | 600,000 | 600,000 | ||
Weighted average remaining life in years remaining life in years | 8 years 10 months 6 days | 9 years 7 months 2 days | ||
Options exercisable number of options | 216,667 | 66,667 | ||
Stock Option Exercise Price 2.35 [Member] | ||||
Exercise price | $ 2.35 | $ 2.35 | ||
Number of options | 125,000 | 50,000 | ||
Weighted average remaining life in years remaining life in years | 9 years 2 months 19 days | 9 years 9 months 21 days | ||
Options exercisable number of options | 15,278 | 2,778 | ||
Stock Option Exercise Price 2.40 [Member] | ||||
Exercise price | $ 2.40 | $ 2.40 | ||
Number of options | 50,000 | 50,000 | ||
Weighted average remaining life in years remaining life in years | 9 years 29 days | 9 years 9 months 25 days | ||
Stock Option Exercise Price 2.50 [Member] | ||||
Exercise price | $ 2.50 | $ 2.50 | ||
Number of options | 50,000 | 50,000 | ||
Weighted average remaining life in years remaining life in years | 9 years 1 month 2 days | 9 years 10 months 2 days | ||
Options exercisable number of options | 50,000 | 50,000 |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Weighted average fair value of options granted | $ 1.13 | $ 2.03 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% |
Forfeiture rate | 0% | 0% |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 10 years | 10 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.93% | 1.56% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 73% | 58.85% |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 5 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.01% | 0.01% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 55.80% | 50% |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details 3) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Exercise price (in dollars per share) | $ 1.68 | $ 1.63 | $ 0.73 | $ 0.68 |
Number outstanding | $ 17,930,024 | $ 15,464,700 | $ 8,217,376 | $ 5,550,709 |
Warrant Exercise price 0.86 [Member] | ||||
Exercise price (in dollars per share) | $ 0.86 | $ 0.86 | ||
Number outstanding | $ 3,850,709 | $ 3,850,709 | ||
Weighted average remaining contractual life (years) | 4 years 10 months 13 days | 5 years 7 months 13 days | ||
Weighted average exercise price | $ 0.86 | $ 0.86 | ||
Number exercisable | 3,850,709 | 3,850,709 | ||
Weighted average remaining contractual life (years) | 4 years 10 months 13 days | 5 years 7 months 13 days | ||
Warrant Exercise price 0.38 [Member] | ||||
Exercise price (in dollars per share) | $ 0.38 | $ 0.38 | ||
Number outstanding | $ 2,000,000 | $ 2,000,000 | ||
Weighted average remaining contractual life (years) | 4 years 5 months 8 days | 5 years 2 months 8 days | ||
Weighted average exercise price | $ 0.38 | $ 0.38 | ||
Number exercisable | 2,000,000 | 2,000,000 | ||
Weighted average remaining contractual life (years) | 4 years 5 months 8 days | 5 years 2 months 8 days | ||
Warrant Exercise price 0.75 [Member] | ||||
Exercise price (in dollars per share) | $ 0.75 | $ 0.75 | ||
Number outstanding | $ 2,666,667 | $ 2,666,667 | ||
Weighted average remaining contractual life (years) | 7 years 8 months 12 days | 8 years 5 months 12 days | ||
Weighted average exercise price | $ 0.75 | $ 0.75 | ||
Number exercisable | 2,666,667 | 2,666,667 | ||
Weighted average remaining contractual life (years) | 7 years 8 months 12 days | 8 years 5 months 12 days | ||
Warrant Exercise price 2.75 [Member] | ||||
Exercise price (in dollars per share) | $ 2.75 | $ 2.75 | ||
Number outstanding | $ 323,864 | $ 323,864 | ||
Weighted average remaining contractual life (years) | 5 months 1 day | 1 year 2 months 1 day | ||
Weighted average exercise price | $ 2.75 | $ 2.75 | ||
Number exercisable | 323,864 | 323,864 | ||
Weighted average remaining contractual life (years) | 5 months 1 day | 1 year 2 months 1 day | ||
Warrant Exercise price 2.80 [Member] | ||||
Exercise price (in dollars per share) | $ 2.80 | $ 2.80 | ||
Number outstanding | $ 50,000 | $ 50,000 | ||
Weighted average remaining contractual life (years) | 8 years 9 months 25 days | 9 years 6 months 25 days | ||
Weighted average exercise price | $ 2.80 | $ 2.80 | ||
Number exercisable | 50,000 | 50,000 | ||
Weighted average remaining contractual life (years) | 8 years 9 months 25 days | 9 years 6 months 25 days | ||
Warrant Exercise price 2.75. [Member] | ||||
Exercise price (in dollars per share) | $ 2.75 | $ 2.75 | ||
Number outstanding | $ 6,573,460 | $ 6,573,460 | ||
Weighted average remaining contractual life (years) | 2 years 3 months | 3 years | ||
Weighted average exercise price | $ 2.75 | $ 2.75 | ||
Number exercisable | 6,573,460 | 6,573,460 | ||
Weighted average remaining contractual life (years) | 2 years 3 months | 3 years |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details 4) - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Number of shares | |||
Outstanding at beginning | $ 15,464,700 | $ 8,217,376 | $ 5,550,709 |
Issued | 2,465,324 | 7,247,324 | 2,666,667 |
Outstanding at ending | $ 17,930,024 | $ 15,464,700 | $ 8,217,376 |
Weighted average exercise price per share | |||
Outstanding at beginning | $ 1.63 | $ 0.73 | $ 0.68 |
Issued | 2.01 | 2.67 | 0.75 |
Outstanding at ending | $ 1.68 | $ 1.63 | $ 0.73 |
STOCK OPTIONS AND WARRANTS (D_6
STOCK OPTIONS AND WARRANTS (Details 5) | Jun. 30, 2022 $ / shares | Sep. 30, 2021 $ / shares |
Weighted average fair value of warrants granted | $ 0.74 | $ 1.21 |
Expected dividend yield | ||
Warrants outstanding, measurement input | 0 | |
Forfeiture rate [Member] | ||
Warrants outstanding, measurement input | 0 | |
Minimum | ||
Warrant term | 1 year 9 months | 1 year 9 months |
Minimum | Risk-free interest rate | ||
Warrants outstanding, measurement input | 0.15 | 0.0015 |
Minimum | Expected volatility | ||
Warrants outstanding, measurement input | 57.30 | 0.5730 |
Maximum | ||
Warrant term | 10 years | 10 years |
Maximum | Risk-free interest rate | ||
Warrants outstanding, measurement input | 3.35 | 0.0158 |
Maximum | Expected volatility | ||
Warrants outstanding, measurement input | 73 | 0.5865 |
STOCK OPTIONS AND WARRANTS (D_7
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-based compensation expense | $ 3,948,272 | $ 7,036,800 | $ 8,292,265 | $ 316,033 | ||
Number of warrants issued | 687,324 | 50,000 | 2,666,667 | |||
Related party note | $ 180,000 | |||||
Accrued interest | $ 941,440 | $ 941,440 | 537,884 | |||
Value of warrants issued | $ 702,219 | |||||
Warrants issued for severance | $ 254,013 | $ 82,000 | ||||
Number of shares issued | 3,228,000 | 9,001,460 | 4,393,333 | |||
Accrued interest | $ 3,842 | |||||
Exercise price (in dollars per share) | $ 1.63 | $ 1.68 | $ 1.63 | $ 0.73 | $ 0.68 | |
Number of warrants issued | 320,000 | 320,000 | ||||
Fair value of warrants | $ 278,400 | $ 278,400 | ||||
Senior secured promissory debentures | ||||||
Number of warrants issued | 213,637 | 110,227 | ||||
Accrued interest | $ 5,563 | |||||
Value of warrants issued | $ 2,350,000 | $ 600,000 | ||||
Additional debt discount | $ 175,859 | $ 59,212 | ||||
Related Party Convertible Debentures | ||||||
Number of warrants issued | 213,637 | |||||
Value of warrants issued | $ 2,350,000 | |||||
Additional debt discount | $ 165,682 | |||||
Consultant [Member] | ||||||
Number of warrants issued | 300,000 | |||||
Fair value of warrants | $ 492,000 | $ 492,000 | ||||
Board member | ||||||
Number of shares issued | 55,329 | |||||
Options | ||||||
Stock price (in dollars per share) | $ 2.45 | $ 2.71 | $ 2.60 | $ 2.45 | $ 2.03 | |
Number of options issued | 1,471,200 | 9,670,216 | ||||
Amount of total compensation cost related to nonvested awards not yet recognized | $ 11,610,922 | $ 9,525,576 | $ 11,610,922 | |||
Weighted average period over which expense is expected to be recognized | 24 months 15 days | 29 months 28 days | ||||
Price per option (in dollars per share) | $ 2.46 | $ 2.03 | ||||
Private placement | Accredited Investors [Member] | Securities Purchase Agreement [Member] | ||||||
Number of shares issued | 5,773,460 | |||||
Number of aggregate warrants | 6,573,460 | 6,573,460 | ||||
Number of shares for each investor | 1 | |||||
Number of warrants for each investor | 1 | |||||
Number of shares | 1 | 1 | ||||
Aggregate purchase price | $ 1.25 | $ 1.25 | ||||
Warrant term | 10 years | 10 years | ||||
Exercise price (in dollars per share) | $ 2.75 | $ 2.75 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Domestic Operations | $ (24,670,551) | $ (17,103,695) | ||
Foreign Operations | (6,918,857) | |||
Loss before income taxes | $ (14,920,059) | $ (17,747,852) | $ (31,589,408) | $ (17,103,695) |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Current: | ||||
Federal | $ 98,372 | $ 0 | ||
State | 3,290 | 1,600 | ||
Foreign | 0 | 0 | ||
Total Current provision (benefit) | 101,662 | 1,600 | ||
Deferred: | ||||
Federal | (455,107) | 0 | ||
State | (102,479) | 0 | ||
Foreign | (158,988) | 0 | ||
Total Deferred provision (benefit) | 0 | |||
Total provision (benefit) | $ 1,051 | $ 99,830 | $ (614,912) | $ 1,600 |
INCOME TAX (Details 2)
INCOME TAX (Details 2) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
U.S. federal statutory rate | 21% | 21% | 21% | 21% |
State income taxes, net of federal benefit | 2% | 2.21% | ||
Goodwill impairment | (3.43%) | (7.80%) | ||
Non-deductible items | (0.20%) | (7.14%) | ||
Change in valuation allowance | (15.13%) | 3.43% | ||
Change in tax rates | 0.11% | (5.27%) | ||
US effects of foreign operations | (0.31%) | |||
Other | (2.10%) | (6.44%) | ||
Effective tax rate | 1.95% | (0.01%) |
INCOME TAX (Details 3)
INCOME TAX (Details 3) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Deferred tax assets: | ||
Net operating loss carryover | $ 6,284,425 | $ 3,108,502 |
Allowance for doubtful accounts | 87,771 | |
Stock-based compensation | 1,765,463 | |
Operating right of use assets | 1,331 | 1,533 |
Accrued expenses | 259,264 | 84,140 |
Amortization of debt discount | 643,848 | 310,225 |
Intangible book/tax basis difference | 2,124,796 | 1,846,646 |
Total deferred tax asset, net | 11,166,898 | 5,351,046 |
Less: reserve for allowance | (10,521,546) | (5,348,138) |
Total Deferred tax asset, net of valuation allowance | 645,352 | 2,908 |
Deferred tax liabilities: | ||
Fixed assets book/tax difference | (1,504) | (2,908) |
Derivative liability | (643,848) | |
Total deferred tax liabilities, net | $ (645,352) | $ (2,908) |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Interest or penalties | $ 0 | $ 0 |
Federal [Member] | ||
Net operating loss carryforwards | 24,200,000 | |
NOL carryforwards, not subject to expiration | 22,600,000 | |
Federal [Member] | Tax Year 2036 And 2037 | ||
NOL carryforwards, subject to expiration | 1,600,000 | |
State [Member] | ||
Net operating loss carryforwards | 14,500,000 | |
Foreign Tax Authority [Member] | ||
Net operating loss carryforwards | $ 1,300,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Current assets | |||
Cash | $ 709,725 | $ 4,162,548 | $ 1,971,923 |
Accounts receivable, net | 11,601,025 | 1,571,226 | 780,939 |
Inventory | 12,554 | 223,048 | 39,075 |
Prepaid expenses and other current assets | 1,136,401 | 1,645,037 | 80,721 |
Prepaid income tax | 19,648 | 17,806 | 119,933 |
License content assets - current | 420,789 | 850,263 | 454,000 |
Deferred offering costs | 540,108 | ||
Note receivable - current | 10,215 | ||
Total current assets | 14,440,250 | 8,469,928 | 3,456,805 |
Non-current assets | |||
Deposits | 63,879 | 34,289 | 19,831 |
License content assets - non current | 36,797 | 365,360 | 246,280 |
Equipment, net | 884,492 | 38,936 | 30,079 |
Operating lease right-of-use assets | 118,375 | 237,094 | |
Intangible assets, net | 618,444 | 702,778 | 963,111 |
Note receivable | 97,975 | ||
Goodwill | 1,970,321 | 1,970,321 | 583,086 |
Total non-current assets | 3,692,308 | 3,348,778 | |
Total assets | 18,132,558 | 11,818,706 | 5,779,100 |
Current liabilities | |||
Accounts payable | 3,739,527 | 1,147,585 | 253,677 |
Accrued liabilities | 5,707,627 | 434,858 | |
Accrued royalties | 3,316,708 | 633,463 | |
Payable on acquisition | 250,125 | 250,125 | 250,125 |
License content liabilities - current | 50,250 | 985,000 | 454,000 |
Note payable - current | 25,714 | 121,410 | |
Deferred Income | 144,079 | 191,331 | 101,613 |
Convertible debt related party - current, net | 2,075,692 | 530,226 | |
Convertible debt - current, net | 602,581 | 415,704 | |
Lease liability - current | 119,178 | 167,101 | 146,153 |
Total current liabilities | 16,005,767 | 4,365,403 | 2,491,711 |
Non-current liabilities | |||
Convertible debt - related party, less current portion, net | 2,458,194 | ||
Convertible debt, less current portion, net | 142,714 | 404,319 | 1,239,677 |
Note payable - non-current | 460,924 | ||
Derivative liability | 893,925 | 1,058,633 | |
Non-revolving line of credit, related party | 2,203,064 | ||
Non-revolving line of credit | 1,316,246 | ||
Lease liability | 75,530 | 242,245 | |
Total non-current liabilities | 4,555,949 | 4,457,600 | 2,338,811 |
Total liabilities | 20,561,716 | 8,823,003 | 4,830,522 |
Commitments and contingencies (Note 13) | |||
Stockholders' equity (deficit) | |||
Series B Convertible Preferred stock, $0.0001 par value, 3,333,334 shares authorized, 0 and 200,000 shares issued and outstanding as of June 30, 2022 and September 30, 2021, respectively. Liquidation preference of $1.50 per share before any payment to Series A Preferred or Common stock | 20 | ||
Common Stock, $0.0001 par value, 316,666,667 shares authorized,153,539,596 and 127,316,716 shares issued and outstanding as of June 30, 2022 and September 30, 2021, respectively | 15,352 | 13,345 | 11,432 |
Common stock subscribed and not yet issued | 135,144 | ||
Additional paid in capital | 79,319,016 | 69,824,754 | 36,669,899 |
Accumulated deficit | (81,763,526) | (66,842,416) | (35,867,920) |
Total stockholders' equity (deficit) | (2,429,158) | 2,995,703 | 948,578 |
Total liabilities and stockholders' equity (deficit) | $ 18,132,558 | 11,818,706 | 5,779,100 |
Preferred Stock Class B | |||
Stockholders' equity (deficit) | |||
Series B Convertible Preferred stock, $0.0001 par value, 3,333,334 shares authorized, 0 and 200,000 shares issued and outstanding as of June 30, 2022 and September 30, 2021, respectively. Liquidation preference of $1.50 per share before any payment to Series A Preferred or Common stock | $ 20 | 20 | |
Preferred Stock Class A | |||
Stockholders' equity (deficit) | |||
Series B Convertible Preferred stock, $0.0001 par value, 3,333,334 shares authorized, 0 and 200,000 shares issued and outstanding as of June 30, 2022 and September 30, 2021, respectively. Liquidation preference of $1.50 per share before any payment to Series A Preferred or Common stock | $ 3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 |
Preferred stock, shares authorized | 16,666,667 | 16,666,667 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized | 316,666,667 | 316,666,667 | ||
Common stock, issued | 153,539,596 | 133,470,019 | 127,316,746 | 114,320,910 |
Common stock, outstanding | 153,539,596 | 133,470,019 | 127,316,746 | 114,320,910 |
Preferred Stock Class B | ||||
Preferred stock, shares authorized | 3,333,334 | 3,333,334 | 3,333,334 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, liquidation preference (in dollars per share) | $ 1.50 | $ 1.50 | $ 1.50 | |
Preferred stock, issued | 0 | 200,000 | 200,000 | 200,000 |
Preferred stock, outstanding | 0 | 200,000 | 200,000 | 200,000 |
Liquidation preference | $ 1.50 | $ 1.50 | $ 1.50 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 9 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 18,679,956 | $ 2,660,004 |
Cost of revenue | 11,978,477 | 1,949,979 |
Gross profit | 6,701,479 | 710,025 |
Operating expenses | ||
Selling, general and administrative | 19,354,942 | 15,211,751 |
Impairment of goodwill and intangibles | 2,390,799 | |
Total operating expenses | 19,354,942 | 17,602,550 |
Loss from operations | (12,653,463) | (16,892,525) |
Other income (expense) | ||
Interest income | 200 | 8,653 |
Interest expense | (1,976,941) | (1,443,917) |
Income from equity investment | 1,551 | |
Loss on extinguishment of debt | (944,614) | (15,000) |
Gain on extinguishment of debt, net | 490,051 | 593,386 |
Change in fair value of derivatives | 164,708 | |
Total other income (expense) | (2,266,596) | (855,327) |
Loss before income taxes | (14,920,059) | (17,747,852) |
Income tax (expense)/benefit | (1,051) | (99,830) |
Net loss | $ (14,921,110) | $ (17,847,682) |
Basic net loss per common share (in dollars per share) | $ (0.11) | $ (0.15) |
Diluted net loss per common share (in dollars per share) | $ (0.11) | $ (0.15) |
Weighted average number of basic common shares outstanding (in shares) | 141,183,276 | 120,474,850 |
Weighted average number of diluted common shares outstanding (in shares) | 141,183,276 | 120,474,850 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY | Common Stock USD ($) shares | Preferred Stock Preferred Stock Class A USD ($) shares | Preferred Stock Preferred Stock Class B USD ($) shares | Common stock subscriptions USD ($) | Additional Paid in Capital. USD ($) | Accumulated Deficit USD ($) | Preferred Stock Class A shares | USD ($) shares |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.6667 | |||||||
Shares issued for cash | $ 3,516,061 | $ 3,516,500 | ||||||
Shares issued for cash (in shares) | shares | 4,393,333 | |||||||
Issuance of common stock subscribed | $ (35,000) | 34,991 | ||||||
Shares issued in connection with reverse merger | $ 3 | (264,496) | $ (263,976) | |||||
Shares issued in connection with reverse merger (in shares) | shares | 30,667 | |||||||
Shares issued for asset purchase | 6,348,307 | 6,350,000 | ||||||
Stock-based compensation | 316,034 | 316,034 | ||||||
Shares issued for cash | $ 10 | 4,799,990 | 4,800,000 | |||||
Shares issued for cash (in shares) | shares | 100,000 | |||||||
Warrants excercised | 25,231 | 27,033 | ||||||
Shares issued in conjunction with debt settlement | $ 10 | 4,799,990 | 4,800,000 | |||||
Shares issued in conjunction with debt settlement (in shares) | shares | 100,000 | |||||||
Warrants issued for settlement of debt to related party | 185,563 | 185,563 | ||||||
Beneficial conversion feature of convertible debenture | (36,397) | (36,397) | ||||||
Net loss | $ (17,105,294) | (17,105,294) | ||||||
Balance at beginning at Sep. 30, 2019 | 122,976 | 18,761,059 | (18,762,623) | 127,981 | ||||
Balance at ending at Sep. 30, 2020 | $ 11,432 | $ 3 | $ 20 | 135,144 | 36,669,900 | (35,867,920) | $ 948,578 | |
Balance at ending (in shares) at Sep. 30, 2020 | shares | 114,320,911 | 30,667 | 200,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Shares issued for cash (in shares) | shares | 3,228,000 | |||||||
Cash received for common stock subscribed | 330,000 | $ 330,000 | ||||||
Shares issued for debt settlement | $ 10 | 194,793 | $ 194,803 | |||||
Shares issued for debt settlement (in shares) | shares | 97,891 | 97,891 | ||||||
Shares issued for license content asset | $ 118 | 2,065,878 | $ 2,065,996 | |||||
Shares issued for license content asset (in shares) | shares | 1,180,880 | |||||||
Shares issued for consulting fees | $ 8 | 199,992 | 200,000 | |||||
Shares issued for consulting fees (in shares) | shares | 79,051 | |||||||
Issuance of common stock subscribed | $ 44 | (465,144) | 465,100 | |||||
Issuance of common stock subscribed (in shares) | shares | 444,096 | |||||||
Shares issued in connection with reverse merger | (1) | (1) | ||||||
Shares issued for asset purchase | $ 137 | 2,671,096 | 2,671,233 | |||||
Shares issued for asset purchase (in shares) | shares | 1,369,863 | |||||||
Stock-based compensation | 7,036,799 | 7,036,799 | ||||||
Warrants issued in conjunction with debenture | 187,945 | 187,945 | ||||||
Warrants issued to consultants | 492,000 | 492,000 | ||||||
Shares issued for acquisition | $ 200 | 5,689,555 | 5,689,755 | |||||
Shares issued for acquisition (in shares) | shares | 2,003,435 | |||||||
Warrants issued for severance | 82,000 | 82,000 | ||||||
Shares issued for cash | $ 327 | 4,054,673 | 4,055,000 | |||||
Shares issued for cash (in shares) | shares | 3,281,333 | |||||||
Payment in kind for interest stock issuance | $ (3) | (41,976) | (41,979) | |||||
Payment in kind interest stock issuance (in shares) | shares | 14,475 | |||||||
Shares issued for equity investment in unconsolidated entity | $ 46 | 863,434 | 863,480 | |||||
Shares issued for equity investment in unconsolidated entity (in shares) | shares | 454,463 | |||||||
Conversion of series convertible stock to common stock | $ 307 | $ (3) | (304) | |||||
Conversion of series convertible stock to common stock (in shares) | shares | 3,066,700 | (30,667) | ||||||
Beneficial conversion feature of convertible debenture | 2,762,055 | 2,762,055 | ||||||
Net loss | (17,847,682) | (17,847,682) | ||||||
Balance at ending at Jun. 30, 2021 | $ 12,732 | $ 20 | 63,853,146 | (53,715,602) | $ 10,150,296 | |||
Balance at ending (in shares) at Jun. 30, 2021 | shares | 127,316,716 | 200,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.6667 | |||||||
Shares issued for cash | $ 11,251,825 | 11,250,925 | $ 11,251,829 | |||||
Shares issued for cash (in shares) | shares | 9,001,460 | |||||||
Cash received for common stock subscribed | 350,000 | $ 350,000 | ||||||
Shares issued for debt settlement | 194,793 | 194,803 | ||||||
Issuance of common stock subscribed | (485,144) | 485,094 | ||||||
Shares issued for asset purchase | 2,671,096 | 2,671,230 | ||||||
Stock-based compensation | 8,292,265 | 8,292,265 | ||||||
Warrants issued in conjunction with debenture | 195,189 | 195,189 | ||||||
Shares issued for acquisition | 6,552,989 | 6,553,235 | ||||||
Payment in kind for interest stock issuance | (41,976) | $ (41,977) | ||||||
Payment in kind interest stock issuance (in shares) | shares | 14,475 | |||||||
Conversion of series convertible stock to common stock | $ (3) | (303) | ||||||
Conversion of series convertible stock to common stock (in shares) | shares | (30,667) | 3,066,700 | ||||||
Net loss | (30,974,496) | $ (30,974,496) | ||||||
Balance at beginning at Sep. 30, 2020 | 11,432 | $ 3 | $ 20 | $ 135,144 | 36,669,900 | (35,867,920) | 948,578 | |
Balance at ending at Sep. 30, 2021 | $ 13,345 | $ 0 | $ 20 | 69,824,751 | (66,842,416) | 2,995,703 | ||
Balance at beginning (in shares) at Sep. 30, 2020 | shares | 114,320,911 | 30,667 | 200,000 | |||||
Balance at ending (in shares) at Sep. 30, 2021 | shares | 133,470,018 | 200,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 3,948,272 | 3,948,272 | ||||||
Warrants issued in conjunction with debenture | 3,036,970 | 3,036,970 | ||||||
Warrants issued to consultants | 254,014 | 254,014 | ||||||
Payment in kind for interest stock issuance | $ 7 | 176,993 | 177,000 | |||||
Payment in kind interest stock issuance (in shares) | shares | 69,455 | |||||||
Conversion of series convertible stock to common stock | $ 2,000 | $ (20) | (1,980) | |||||
Conversion of series convertible stock to common stock (in shares) | shares | 20,000,000 | (200,000) | ||||||
Beneficial conversion feature of convertible debenture | 2,079,993 | 2,079,993 | ||||||
Net loss | (14,921,110) | (14,921,110) | ||||||
Balance at ending at Jun. 30, 2022 | $ 15,352 | $ 79,319,016 | $ (81,763,526) | $ (2,429,158) | ||||
Balance at ending (in shares) at Jun. 30, 2022 | shares | 153,539,473 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (14,921,110) | $ (17,847,682) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 1,532,792 | 954,080 |
Depreciation and amortization expense | 195,666 | 1,452,799 |
Amortization of license content assets | 933,036 | 402,676 |
Amortization of right-of-use assets | 118,719 | 107,248 |
Bad debt expense | 20,000 | 208,791 |
Gain on extinguishment of debt | (490,051) | (579,486) |
Loss on early extinguishment of convertible debt | 944,614 | |
Change in fair value of derivative | (164,708) | |
Warrants issued for consulting services | 254,014 | |
Warrants issued for severance | 82,000 | |
Stock-based compensation | 3,948,272 | 7,528,800 |
Payment in kind for interest stock issuance | 177,000 | (41,979) |
Gain on settlement of obligations | (13,900) | |
Loss on settlement of obligations | 15,000 | |
Equity method investment income | (1,551) | |
Impairment of intangible assets | 2,390,799 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (10,049,799) | (131,732) |
Prepaid income tax | (1,842) | 99,905 |
Inventory | 210,494 | 11,979 |
Prepaid expenses | (741,364) | (231,450) |
Deposit | (29,590) | 227,000 |
Accounts payable | 2,558,353 | (175,305) |
Accrued expenses | 5,269,758 | |
Accrued royalties | 2,683,245 | |
License contract liability | (1,109,750) | (1,451,000) |
Operating lease liabilities | (123,453) | (107,558) |
Deferred income | (47,252) | 18,552 |
NET CASH USED IN OPERATING ACTIVITIES | (8,832,956) | (7,040,035) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for acquisition of EON Media Group, net of cash acquired | (750,000) | |
Cash paid for acquisition of EON Media Group, net of cash acquired | (749,937) | |
Purchase of property and equipment | (956,889) | 2,752 |
Collection of note receivable | 1,477 | |
NET CASH USED IN INVESTING ACTIVITIES | (956,889) | (1,495,708) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 1,250,000 | 4,385,000 |
Proceeds from PPP loan | 486,637 | |
Proceeds from issuance of preferred stock | 1,000,000 | |
Proceeds from issuance of convertible debt | 2,079,993 | 2,950,000 |
Proceeds from non-revolving line of credit | 6,222,986 | |
Repayment of convertible debt | (2,715,865) | (36,078) |
Repayment of stockholder loans | (292,336) | |
Shares issued for cash | (1,000,000) | |
Share issuance costs | (80,134) | |
Reverse merger costs | 80,134 | |
Deferred offering costs | (500,092) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,337,022 | 7,493,223 |
Change in cash and cash equivalents | (3,452,823) | (1,042,520) |
Cash, beginning of period | 4,162,548 | 1,971,923 |
Cash, end of period | 709,725 | 929,403 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW STATEMENTS | ||
Cash paid for interest | 153,009 | 105,627 |
Cash paid for income taxes | 1,051 | |
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Common Stock issued to acquire intangible assets | 2,671,233 | |
Conversion of convertible debenture to common stock | 376,356 | |
Common Stock issued for equity investment in unconsolidated entity | 863,480 | |
Common Stock issued for acquisition | 5,689,755 | |
Early extinguishment of convertible debt | 944,614 | |
Payment in kind common stock payment | 177,000 | 41,979 |
Warrants issued in conjunction with debt | 3,036,970 | |
Warrants issued as debt discount on convertible debenture | 187,945 | |
Beneficial conversion feature recorded as discounted debt | 2,079,993 | 2,762,055 |
Prepaid common stock paid to consultant | 200,000 | |
Unpaid deferred offering costs | $ 40,017 | |
Shares issued for common stock subscribed | 485,144 | |
Accrued interest rolled into convertible note | 81,824 | |
Common Stock issued for content license assets | 2,260,799 | |
Preferred shares issued for debt settlement | 1,006,584 | |
Preferred Stock Class A | ||
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Conversion of Preferred stock to common stock | $ 307 |
BUSINESS_2
BUSINESS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BUSINESS | NOTE 1 – BUSINESS Loop Media Inc. is a Nevada corporation. We were incorporated under the laws of the State of Nevada on May 11, 2015. We are a multichannel digital video platform media company that uses marketing technology, or “MarTech,” to generate our revenue and offer our services. Our technology and vast library of videos and licensed content enable us to curate and distribute short-form videos to out-of-home (“OOH”) dining, hospitality, retail and other locations and venues to enable them to inform, entertain and engage their customers. Our technology provides third-party advertisers with a targeted marketing and promotional tool for their products and services and, in certain instances, allows us to measure the number of potential viewers of such advertising and promotional materials. We also allow OOH customers to access our service without advertisements by paying a monthly subscription fee. In addition to providing services to OOH venue operators, we currently provide our services direct to consumers (“D2C”) in their homes on connected TVs (“CTVs”) and on their mobile devices. We offer self-curated music video content licensed from major and independent record labels, as well as movie, television and video game trailers, kid-friendly videos, viral videos, drone footage, news headlines, and lifestyle and atmospheric channels. We distribute our content and advertising inventory to OOH locations primarily through (i) our owned and operated platform (“O&O Network”) of Loop Media-designed “small-box” streaming Android media players (“Loop Players”) and legacy ScreenPlay computers and (ii) through screens on digital networks owned and operated by third parties (“Partner Network”, and together with the O&O Network, the “Loop Network”). We moved to an advertising-based model and ramped up distribution of Loop Players for our O&O Network starting in early 2021. As of June 30, 2022, we had 12,584 quarterly active units (“QAUs”). We launched our Partner Network business beginning in early May 2022 with one partner on approximately 5,000 of the partner’s screens, and we rolled out to the remaining 12,000 screens in that network as of mid-May 2022, remaining at approximately that level as of early-August 2022. Our legacy businesses, including our content subscription-based business and our CTV business, complement these newer businesses. Going concern and management’s plans As of June 30, 2022, we had cash of $709,725 and an accumulated deficit of ($81,763,526). During the nine months ended June 30, 2022, we used net cash in operating activities of $(8,832,956). We have incurred net losses since inception. These conditions raise substantial doubt about our ability to continue as a going concern within one year from the issuance date of these consolidated financial statements. Our primary source of operating funds since inception has been cash proceeds from debt and equity financing transactions. Our ability to continue as a going concern is dependent upon our ability to generate sufficient revenue and our ability to raise additional funds by way of our debt and equity financing efforts. The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These unaudited consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or classification of the liabilities that might be necessary if we are unable to continue as a going concern. Our ability to continue as a going concern is dependent on management’s further implementation of our ongoing and strategic plans, which include continuing to raise funds through equity and/or debt raises. If we are unable to raise adequate funds, certain aspects of the ongoing and strategic plans may require modification. Management is in the process of identifying sources of capital via strategic partnerships, debt refinancing and equity investments through one or more private placements. | NOTE 1 – BUSINESS Loop Media Inc. (the “Company”; formerly Interlink Plus, Inc.) is a Nevada corporation. The Company was incorporated under the laws of the State of Nevada on May 11, 2015. On February 5, 2020, the Company and the Company’s wholly owned subsidiary, Loop Media Acquisition, Inc. (“Merger Sub”), a Delaware corporation, closed the Agreement and Plan of Merger (the “Merger Agreement”) with Loop Media, Inc. (“Loop”), a Delaware corporation. Pursuant to the Merger Agreement, Merger Sub merged with and into Loop with Loop as surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, the Company acquired 100% of the outstanding shares of Loop in exchange for 152,823,970 shares of the Company’s common stock at an exchange ratio of 1:1. Loop was incorporated on May 18, 2016 under the laws of the State of Delaware. As a result of such acquisition, the Company’s operations now are focused on premium short-form video for businesses and consumers. In connection with the Merger, on February 6, 2020, the Company entered into a Purchase Agreement (the “Asset Purchase Agreement”) with Zixiao Chen (“Buyer”) for the purchase of assets relating to the Company’s two major business segments: travel agency assistance services and convention services (together, the “Business”). In consideration for the assets of the Business, Buyer transferred to the Company 2,000,000 shares of its common stock and agreed to assume and discharge any and all liabilities relating to the Business accruing up to the effective time of the Asset Purchase Agreement. The shares were retired and restored to the status of authorized and unissued shares. In 2019 Loop owned 100% of the capital stock of two companies that make up ScreenPlay. ScreenPlay was a combination of ScreenPlay, Inc. (“SPI”), a state of Washington corporation incorporated in 1991, and SPE, Inc. (“SPE”), a state of Washington corporation incorporated in 2008. ScreenPlay provided customized audiovisual environments that supported integrated brand strategies for clients in the retail, hospitality, and business services markets, and for online content providers. On January 24, 2020 the Company merged SPE with and into the Company. The certificate of merger was issued by the State of Washington on January 24, 2020 and the certificate of ownership and merger was issued by the State of Delaware on January 24, 2020. For accounting purposes, Loop was the surviving entity. The transaction was accounted for as a recapitalization of Loop pursuant to which Loop was treated as the accounting acquirer, surviving and continuing entity although the Company is the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with the Merger. Accordingly, the Company’s historical financial statements are those of Loop and its wholly-owned subsidiary, ScreenPlay, immediately following the consummation of this reverse merger transaction. On June 8, 2020, a 1 for 1.5 reverse stock split of the Company’s common stock became effective. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively adjusted for the effects of the reverse split for all periods presented. Going concern and management’s plans As of September 30, 2021, the Company had cash of $4,162,548 and an accumulated deficit of ($66,842,416). During the twelve months ended September 30, 2021, the Company used net cash in operating activities of $ (9,529,061). The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of these consolidated financial statements. The Company’s primary source of operating funds since inception has been cash proceeds from debt and equity financing transactions. The ability of the Company to continue as a going concern is dependent upon its ability to generate sufficient revenue and its ability to raise additional funds by way of its debt and equity financing efforts. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management’s further implementation of the Company’s on-going and strategic plans, which include continuing to raise funds through equity and/or debt raises. Should the Company be unable to raise adequate funds, certain aspects of the on-going and strategic plans may require modification. Management is in the process of identifying sources of capital via strategic partnerships, debt refinancing and equity investments through one or more private placements. COVID-19 The continuing spread of COVID-19 around the world is affecting the United States and global economies and has affected our operations and those of third parties on which we rely, including disruptions in staffing, order fulfillment and demand for product. In addition, the COVID-19 pandemic has and may continue to affect our revenue significantly. Additionally, while the potential economic impact brought by, and the duration of the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. The continuing impact of the COVID-19 pandemic is highly uncertain and subject to change. As COVID-19 continues to evolve, the extent to which the coronavirus impacts operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. The Company continues to monitor the pandemic and, the extent to which the continued spread of the virus adversely affects our customer base and therefore revenue. As the COVID-19 pandemic is complex and rapidly evolving, the Company’s plans as described above may change. At this point, the Company cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on the business, results of operations, financial position, and cash flows. |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The following (a) condensed consolidated balance sheet as of September 30, 2021, which has been derived from our audited financial statements, and (b) our unaudited condensed consolidated interim financial statements for the nine months ended June 30, 2022, have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the Securities Act of 1933. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended June 30, 2022, are not necessarily indicative of results that may be expected for the year ending September 30, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended September 30, 2021, included in our Annual Report on Form 10-KT filed with the Securities and Exchange Commission ("SEC") on January 21, 2022. Basis of presentation The unaudited Use of estimates The preparation of the unaudited condensed consolidated financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of other equity and debt instruments, fair value of intangible assets and recoverability of license content assets. Business combinations We account for business acquisitions under Accounting Standards Codification (“ASC”) 805, Business Combinations. Segment reporting We report as one reportable segment because we do not have more than one operating segment. Our business activities, revenues and expenses are evaluated by management as one reportable segment. Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash deposits. We maintain our cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, our cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. We have not experienced any losses on such accounts. On June 30, 2022, and September 30, 2021, we had no cash equivalents. As of June 30, 2022, and September 30, 2021, approximately $459,725 and $3,655,716 of cash exceeded the FDIC insurance limits, respectively. Accounts receivable Accounts receivable represent amounts due from customers. We assess the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgment and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of June 30, 2022, and September 30, 2021, we recorded an allowance for doubtful accounts of $445,946 and $426,813 Concentration of credit risk During the nine-months ended June 30, 2022, we had three customers which each individually comprised greater than 10% of net revenue. These customers represented 25%, 20%, and 11% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. As of June 30, 2022, three customers accounted for a total of 52% of our accounts receivable balance or 24%, 18%, and 10%, respectively. No other customer accounted for more than 10% of total accounts receivable. We grant credit in the normal course of business to our customers. Periodically, we review past due accounts and make decisions about future credit on a customer-by-customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. Our concentration of credit risk was not significant as of June 30, 2022, and September 30, 2021. License Content Asset On January 1, 2020, we adopted the guidance in ASU 2019-02, Entertainment—Films—Other Assets—Film Costs (Subtopic 926-20) and Entertainment—Broadcasters—Intangibles—Goodwill and Other (Subtopic 920-350): Improvements to Accounting for Costs of Films and License Agreements for Program Materials Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. The capitalization policy for the company is to capitalize property and equipment purchases greater than $3,000, as well as internally-developed software enhancements. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. See below for estimated useful lives: Equipment 3 5 Software 3 years Goodwill and other intangible assets Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill and other intangible assets determined to have an indefinite useful life are not amortized but are subject to impairment tests. We conduct our annual impairment tests or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We conducted the annual impairment test on September 30, 2021. When evaluating goodwill and indefinite-lived intangible assets for impairment, we may first perform an assessment of qualitative factors to determine if the fair value of the reporting unit or the intangible asset is more-likely-than-not greater than the carrying amount. Significant factors considered in this assessment include, but are not limited to, macro-economic conditions, market and industry conditions, cost considerations, the competitive environment, overall financial performance, and results of past impairment tests. If, based on a review of the qualitative factors, we determine it is more-likely-than-not that the fair value is greater than the carrying value, we may bypass a quantitative test for impairment. In performing the quantitative test for impairment of goodwill, we compare the fair value of each reporting unit with it carrying amount, including goodwill, in order to identify a potential impairment. Measurement of the fair value of a reporting unit is based on a fair value measure using the sum of the discounted estimated future cash flows. Estimates of forecasted cash flows involve measurement uncertainty, and it is therefore possible that reductions in the carrying value of goodwill may be required in the future because of changes in management’s future cash flow estimates. When the fair value of a reporting unit is less than its carrying amount, goodwill of the reporting unit is considered to be impaired. Effective January 1, 2020, we adopted the guidance in Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment Operating leases We determine if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, we have elected the short-term lease measurement and recognition exemption and recognize such lease payments on a straight-line basis over the lease term. Fair value measurement We determine the fair value of our assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive 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 one or more unobservable inputs which are significant to the fair value measurement. The carrying amount of our financial instruments, including cash, accounts receivable, deposits, short-term portion of notes receivable and notes payable, and current liabilities approximate fair value due to their short-term nature. We do not have financial assets or liabilities that are required under US GAAP to be measured at fair value on a recurring basis. We have not elected to use fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. We record assets and liabilities at fair value on a nonrecurring basis as required by US GAAP. Assets recognized or disclosed at fair value in the condensed The following table summarizes fair value measurements of the Derivative Liability as of June 30, 2022: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 893,925 893,925 Total $ — $ — $ 893,925 $ 893,925 The following table summarizes fair value measurements of the Derivative Liability as of September 30, 2021: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 1,058,633 1,058,633 Total $ — $ — $ 1,058,633 $ 1,058,633 The following table summarizes changes in fair value measurements of the Derivative Liability during the nine months ended June 30, 2022: Balance as of September 30, 2021 $ 1,058,633 Derivative liability issued with convertible debentures — Change in fair value (164,708) Balance as of June 30, 2022 $ 893,925 The following table summarizes the unobservable inputs used in the valuation of the derivatives during the nine months ended June 30, 2022: Expected term 0.42 - 2 years Discount rate 7.12% - 15.00% Volatility 75% - 110.0% Convertible debt and derivative treatment When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock, and b) classified in shareholders’ equity in its statement of financial position. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt and beneficial conversion features If the conversion feature is not treated as a derivative, we assess whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. We amortize the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. Advertising costs We expense all advertising costs as incurred. Advertising and marketing costs for the nine months ended June 30, 2022, and 2021 were $4,232,734 and $776,086, respectively. Revenue recognition We recognize revenue in accordance with ASC 606 , Revenue from Contracts with Customers ● executed contracts with our customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when we satisfy each performance obligation. Performance obligations and significant judgments Our revenue streams can be categorized into the following performance obligations and recognition patterns: ● Delivery of streaming services including content encoding and hosting. We recognize revenue over the term of the service based on bandwidth usage. ● Delivery of subscription content services in customized formats. We recognize revenue over the term of the service. ● Delivery of hardware for ongoing subscription content delivery through software. We recognize revenue at the point of hardware delivery. ● Revenue share arrangements, where platform providers distribute our licensed content and providers pay us a portion of the usage-based advertising revenues. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, we do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. Customer acquisition costs We record commission expense associated with subscription revenue. Commissions are included in operating expenses. We have elected the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. Cost of revenue Cost of revenue represents the amortized cost of ongoing licensing and hosting fees, which is recognized over time based on usage patterns. The depreciation expense associated with the Loop players is not included in cost of sales. Deferred income We bill subscription services in advance of when the service period is performed. The deferred income recorded at June 30, 2022, and September 30, 2021 represents our accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. Net loss per share We account for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at June 30, 2022, and September 30, 2021, respectively, because their inclusion would have been anti-dilutive. June 30, September 30, 2022 2021 Options to purchase common stock 18,966,306 17,833,356 Warrants to purchase common stock 17,930,025 15,464,700 Series A preferred stock — — Series B preferred stock — 20,000,000 Convertible debentures 4,942,491 5,815,323 Total common stock equivalents 41,838,822 59,113,379 Share-based compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the share-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Recent accounting pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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) | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Screenplay and EON Media Group. These consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”). All inter-company transactions and balances have been eliminated on consolidation. Use of estimates The preparation of the consolidated financial statements in conformity with 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of warrants, fair value of intangible assets, recoverability of goodwill and intangible assets. Business combinations The Company accounts for business acquisitions under Accounting Standards Codification (“ASC”) 805, Business Combinations. Variable interest entities (“VIE”) Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity’s net assets exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE if (a) the entity lacks sufficient equity or (b) the entity’s equity holders lack power or the obligation and right as equity holders to absorb the entity’s expected losses or to receive its expected residual returns. If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable interests that has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and has the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which activities most significantly impact the VIE’s economic performance and determine whether it, or another party, has the power to direct those activities. As of September 30, 2021, and 2020, the Company had no investments that qualify as VIE. Segment reporting The Company reports as one reportable segment because the Company does not have more than one operating segment. The Company's business activities, revenues and expenses are evaluated by management as one reportable segment. Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. The Company has not experienced any loses on such accounts. On September 30, 2021, and September 30, 2020, the Company had no cash equivalents. As of September 30, 2021, and September 30, 2020, approximately $3,655,716, and $1,695,763 of cash exceeded the FDIC insurance limits, respectively. Accounts receivable Accounts receivable represent amounts due from customers. The Company assesses the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgement and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of September 30, 2021, and September 30, 2020, the Company had recorded an allowance for doubtful accounts of $426,813 Concentration of credit risk The Company grants credit in the normal course of business to its customers. Periodically, the Company reviews past due accounts and makes decisions about future credit on a customer by customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. The Company’s concentration of credit risk was not significant as of September 30, 2021, and September 30, 2020. Inventory Inventories are valued at the lower of cost or net realizable value. The Company purchases inventory from a vendor and all inventory purchased is deemed finished goods. Cost is determined using the first-in-first-out basis for finished goods. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to net realizable value, if lower. As of September 30, 2021, and September 30, 2020, the Company recorded no valuation allowance. Prepaid expenses Expenditures paid in one accounting period which will not be consumed until a future period such as insurance premiums and annual subscription fees are accounted for on the balance sheet as a prepaid expense. When the asset is eventually consumed, it is charged to expense. License Content Asset On January 1, 2020, the Company adopted the guidance in ASU 2019-02, Entertainment — Films — Other Assets — — Equity method investments The Company accounts for investments in unconsolidated entities under the equity method of accounting if it could exercise significant influence over the operating and financial policies of an entity but does not have a controlling financial interest. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments are reported under the line-item captioned equity method investment income in our Consolidated Statements of Operations. The carrying value of our equity method investments is reported in equity method investments in the Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Goodwill and other intangible assets Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill and other intangible assets determined to have an indefinite useful life are not amortized but are subject to impairment tests. The Company conducts its annual impairment tests or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company conducted the annual impairment test on September 30, 2021. This is a change in accounting principle as the timing of the annual impairment test in prior periods was for the twelve months ended December 31, 2020. The Company deems the change of impairment test timing to be appropriate as part of the year end change from December 31,2021 to September 30, 2021. When evaluating goodwill and indefinite-lived intangible assets for impairment, the Company may first perform an assessment of qualitative factors to determine if the fair value of the reporting unit or the intangible asset is more-likely-than-not greater than the carrying amount. Significant factors considered in this assessment include, but are not limited to, macro-economic conditions, market and industry conditions, cost considerations, the competitive environment, overall financial performance, and results of past impairment tests. If, based on a review of the qualitative factors, the Company determines it is more-likely-than-not that the fair value is greater than the carrying value, the Company may bypass a quantitative test for impairment. In performing the quantitative test for impairment of goodwill, the Company compares the fair value of each reporting unit with it carrying amount, including goodwill, in order to identify a potential impairment. Measurement of the fair value of a reporting unit is based on a fair value measure using the sum of the discounted estimated future cash flows. Estimates of forecasted cash flows involve measurement uncertainty, and it is therefore possible that reductions in the carrying value of goodwill may be required in the future because of changes in management’s future cash flow estimates. When the fair value of a reporting unit is less than it carrying amount, goodwill of the reporting unit is considered to be impaired. Effective January 1, 2020, the Company adopted the guidance in Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment The Company measures impairment of indefinite-lived intangible assets, which consist of brand name, based on projected discounted cash flows. The Company also re-evaluates the useful life of the brand name to determine whether events and circumstances continue to support an indefinite useful life. The Company charged Eon goodwill $4,442,487 to impairment during the twelve months ended September 30, 2021. The Company also charged goodwill for the tax benefit on acquisition of Spkr and Eon Media Group of $719,688 during the twelve months ended September 30, 2021. See Note 8 for Goodwill discussion. Long-lived assets The Company evaluates the recoverability of long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner that an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if their carrying amount is not recoverable through the undiscounted cash flows. The impairment loss is based on the difference between the carrying amount and estimated fair value as determined by discounted future cash flows. The Company’s finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from two Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. The capitalization policy for the company is to capitalize property and equipment purchases greater than $3,000. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Estimated useful lives for Equipment and Software is 5 years and 3 years, respectively. Operating leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. Fair value measurement ● The company determines the fair value of its assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive 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 is one or more unobservable inputs which are significant to the fair value measurement. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The derivative liabilities are recognized at fair value on a recurring basis at September 30, 2021 and are Level 3 measurements. There have been no transfers between levels . The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 1,058,633 1,058,633 Total $ — $ — $ 1,058,633 $ 1,058,633 The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Balance as of September 30, 2020 $ — Derivative liability issued with convertible debentures 1,217,650 Change in fair value (159,017) Balance as of September 30, 2021 $ 1,058,633 The following table summarizes the unobservable inputs used in the valuation of the derivatives during the nine months ended September 30, 2021: Expected term 1.17 – Discount rate 7.12% – Volatility 90% – Convertible debt and derivative treatment When the Company issues debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in shareholders’ equity in its statement of financial position. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt and beneficial conversion features If the conversion feature is not treated as a derivative, the Company assesses whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. The Company amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. Advertising costs The Company expenses all advertising costs as incurred. Advertising and marketing costs for the twelve months ended September 30, 2021, and 2020, were $981,878 and $143,096, respectively. Revenue recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. Performance obligations and significant judgments The Company’s revenue streams can be categorized into the following performance obligations and recognition patterns: ● Delivery of streaming services including content encoding and hosting. The Company recognizes revenue over the term of the service based on bandwidth usage. ● Delivery of subscription content services in customized formats. The Company recognizes revenue over the term of the service. ● Delivery of hardware for ongoing subscription content delivery through software. The Company recognizes revenue at the point of hardware delivery. ● Revenue share arrangements, where platform providers distribute the Company’s licensed content and providers pay the Company a portion of the usage-based advertising revenues. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, the Company does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. Customer acquisition costs The Company records commission expense associated with subscription revenue. Commissions are included in operating expenses. The Company has elected the practical expedient that allows the Company to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. Cost of revenue Cost of revenue represents the cost of the delivered hardware and related bundled software and is recognized at the time of sale. For ongoing licensing and hosting fees, cost of sales is recognized over time based on usage patterns. Deferred income The Company bills subscription services in advance of when the service period is performed. The deferred income recorded at September 30, 2021 and September 30, 2020, represents the Company’s accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. Net loss per share The Company accounts for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2021, and September 30, 2020, respectively, because their inclusion would have been anti-dilutive. September 30, September 30, 2021 2020 Options to purchase common stock 17,833,356 8,312,306 Warrants to purchase common stock 15,464,700 8,217,376 Series A preferred stock — 3,066,700 Series B preferred stock 20,000,000 20,000,000 Convertible debentures 5,815,323 6,908,637 Total common stock equivalents 59,113,379 46,505,019 Shipping and handling costs A shipping and handling fee is charged to customers and recorded as revenue at the time of sale. The associated cost of shipping and handling is recorded as a cost of revenue at the time of service. Income taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Stock-based compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Recently adopted accounting pronouncements In March 2019, the FASB issued ASU 2019-02, Entertainment — — — — — — Accounting standards issued but not yet effective In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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) |
INVENTORY_2
INVENTORY | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORY. | NOTE 3 – INVENTORY Our finished goods inventory consisted of the following on June 30, 2022, and September 30, 2021: June 30, September 30, 2022 2021 Computers $ 7,830 $ 6,881 Hasp keys 4,724 3,581 Loop player — 212,586 Total inventory $ 12,554 $ 223,048 | NOTE 4 – INVENTORY The Company’s finished goods inventory consisted of the following on September 30, 2021, and September 30, 2020: September 30, September 30, 2021 2020 Computers $ 6,881 $ 13,522 Hasp keys 3,581 633 Loop player 212,586 24,920 Total inventory $ 223,048 $ 39,075 |
LICENSE CONTENT ASSETS_2
LICENSE CONTENT ASSETS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
LICENSE CONTENT ASSETS | NOTE 4 – LICENSE CONTENT ASSETS License Content Assets To stream video content to the users, we generally secure intellectual property rights to such content by obtaining licenses from, and paying royalties or other consideration to, rights holders or their agents. The licensing arrangements can be for a fixed fee, variable fee, or combination of both. The licensing arrangements specify the period when the content is available for streaming. The license content assets are two years in duration and include prepayments to distributors for customer subscription revenues, per play usage fees, and ad supported fees. As of June 30, 2022, license content assets were $420,789 recorded as License content asset, net – current and $36,797 recorded as License content asset, net – noncurrent. We recorded amortization expense of $933,036 and $783,567 for the nine months ended June 30, 2022, and 2021, respectively, in cost of revenue, in the consolidated statements of operations, related to capitalized license content assets. The amortization expense for the next two years for capitalized license content assets as of June 30, is $436,346 in 2022, and $21,240 in 2023. License Content Liabilities On June 30, 2022, we had $50,250 of obligations comprised of $50,250 in License content liability – current and $0 in License content liability – noncurrent on the Consolidated Balance Sheets. Payments for content liabilities for the nine months ended June 30, 2022, were $853,500. The expected timing of payments for these content obligations is $19,000 payable in fiscal year 2022, and $31,250 payable in fiscal year 2023. Certain contracts provide for recoupment of payments on minimum obligations during the term of the contracts. | NOTE 6 – LICENSE CONTENT ASSETS License Content Assets To stream video content to the users, the Company generally secures intellectual property rights to such content by obtaining licenses from, and paying royalties or other consideration to, rights holders or their agents. The licensing arrangements can be for a fixed fee, variable fee, or combination of both. The licensing arrangements specify the period when the content is available for streaming. The license content assets are two years in duration and include prepayments to distributors for customer subscription revenues, per play usage fees, and ad supported fees. As of September 30, 2021, license content assets were $850,263 recorded as License content asset, net – current and $365,360 recorded as License content asset, net – noncurrent. Additions to the License content assets for the twelve months ended September 30, 2021, were $47,500. The Company issued common shares capitalized as License content asset and the Company subsequently deemed the equity portion of the consideration paid was not recoverable and not recoupable and therefore impaired the License content asset for the value of the capitalized shares for $2,260,799 during the twelve months ended September 30, 2021. The Company recorded amortization expense of $1,362,921 and $283,187 for the twelve months ended September 30, 2021, and 2020, respectively, in cost of revenue, in the consolidated statements of operations, related to capitalized license content assets. The amortization expense for the next two years for capitalized license content assets as of September 30, is $1,058,773 in 2022, and $156,849 in 2023. License Content Liabilities On September 30, 2021, the Company had $985,000 of obligations comprised of $985,000 in License content liability – current and $0 in License content liability – noncurrent on the Consolidated Balance Sheets. Payments for content liabilities for the twelve months ended were $699,000. Additions to the License content liabilities for the twelve months ended September 30, 2021, were $47,500. The expected timing of payments for these content obligations is $581,000 payable in 2021 and $404,000 payable in 2022. Certain contracts provide for recoupment of payments on minimum obligations during the term of the contracts. |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | ||
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 5. GOODWILL AND OTHER INTANGIBLE ASSETS As of June 30, 2022, and September 30, 2021, the balance of goodwill was $1,970,321 and $1,970,321, respectively. Our other intangible assets, each definite lived assets, consisted of the following as of June 30, 2022, and September 30, 2021: June 30, September 30, Useful life 2022 2021 Customer relationships nine years $ 1,012,000 $ 1,012,000 Content library two years 198,000 198,000 Total intangible assets, gross 1,210,000 1,210,000 Less: accumulated amortization (591,556) (507,222) Total (591,556) (507,222) Total intangible assets, net $ 618,444 $ 702,778 Amortization expense charged to operations amounted to $84,333 and $727,715, respectively, for the nine months ended June 30, 2022, and the nine months ended June 30, 2021. Annual amortization expense for the next five years and thereafter is estimated to be $56,222 (remaining in 2022), $112,444, $112,444, $112,444, $112,444, and $112,444, respectively. The weighted average life of the intangible assets subject to amortization is 5.5 years on June 30, 2022. | NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS As of September 30, 2021, and September 30, 2020, the balance of goodwill was $1,970,321 and $583,086, respectively. On April 27, 2021, the EON Media Group acquisition value of goodwill was $5,829,722. Post-acquisition adjustments were $74,937. The Company charged $4,442,487 to EON Media Group goodwill impairment for the twelve months ended September 30, 2021. The Company also charged $719,688 to goodwill impairment for the tax benefits from the Spkr acquisition and the EON Media Group acquisition as of September 30, 2021. See Note 3 for details on the EON business acquisition. The Company’s other intangible assets, each definite lived assets, consisted of the following as of September 30, 2021, and September 30, 2020: September 30, September 30, Useful life 2021 2020 Screenplay brand not applicable $ — $ 130,000 Customer relationships nine years 1,012,000 1,012,000 Content library two years 198,000 198,000 Total intangible assets 1,210,000 1,340,000 Less: accumulated amortization (507,222) (376,889) Total intangible assets, net $ 702,778 $ 963,111 In April 2021, the Company acquired EON in a step business acquisition and the associated EON brand name intangible valued at $2,300,000 with a useful life of 20 years. In October 2020, the Company acquired from Spkr Inc. assets that consisted of single asset acquisition of $2,671,233 in technology (see Note 3) with a useful life of 2 years. During twelve months ended September 30, 2020, the Company acquired intellectual property valued at $6,350,000 for issuance of Class B Shares. The Company fully impaired the intellectual property and recognized a loss on impairment of $6,350,000. Amortization expense charged to operations amounted to $1,451,773 and $218,306, respectively, for the twelve months ended September 30, 2021, and 2020. The Spkr Inc. technology intangible remaining net amortizable value was charged to impairment for $1,405,142, Eon intangible of $2,251,513 was charged to impairment, and an impairment of $130,000 on brand name, was all recorded for the twelve months ended September 30, 2021. Annual amortization expense for the next five years and thereafter is estimated to be $112,444, $112,444, $112,444, $112,444, $112,444, and $140,556, respectively. The weighted average life of the intangible assets subject to amortization is 6.2 on September 30, 2021. |
LEASES_2
LEASES | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
LEASES | NOTE 6 – LEASES Operating leases We have operating leases for office space and office equipment. Many leases include one or more options to renew, some of which include options to extend the leases for a long-term period, and some leases include options to terminate the leases within 30 days. In certain of our lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for capital area maintenance, utilities, inflation and/or changes in other indexes. June 30, September 30, 2022 2021 Short term portion $ 119,178 $ 167,101 Long term portion — 75,530 Total lease liability $ 119,178 $ 242,631 Maturity analysis under these lease agreements are as follows: 2022 (remaining months) $ 46,414 2023 84,175 Total undiscounted cash flows 130,589 Less: 10% Present value discount (11,411) Lease liability $ 119,178 Nine months ended June 30, 2022 2021 Operating lease expense $ 133,332 $ 137,530 Short-term lease expense 6,600 7,000 Total lease expense $ 139,932 $ 144,530 Operating lease expense is included in selling, general and administration expenses in the consolidated statement of operations. For the nine months ended June 30, 2022, cash payments against lease liabilities totaled $138,066, accretion on lease liability of $14,613. For the nine months ended June 30, 2021, cash payments against lease liabilities totaled $134,207, accretion on lease liability of $26,084. Weighted-average remaining lease term and discount rate for operating leases are as follows: Weighted-average remaining lease term 0.73 years Weighted-average discount rate 10 % | NOTE 9 – LEASES Operating leases The Company has operating leases for office space and office equipment. Many leases include one or more options to renew, some of which include options to extend the leases for a long-term period, and some leases include options to terminate the leases within 30 days. In certain of the Company’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for capital area maintenance, utilities, inflation and/or changes in other indexes. Lease liability is summarized below: September 30, September 30, 2021 2020 Short term portion $ 167,101 $ 139,858 Long term portion 75,530 248,540 Total lease liability $ 242,631 $ 388,398 Maturity analysis under these lease agreements are as follows: 2022 $ 184,480 2023 84,175 Total undiscounted cash flows 268,656 Less: 10% Present value discount (26,025) Lease liability $ 242,631 Lease expense for the twelve months ended September 30, 2021, and 2020, was comprised of the following: Twelve months ended September 30, September 30, 2021 2020 Operating lease expense $ 177,777 $ 169,029 Short-term lease expense 8,400 3,250 Total lease expense $ 186,177 $ 172,279 Operating lease expense is included in selling, general and administration expenses in the consolidated statement of operations. For the twelve months ended September 30, 2021, cash payments against lease liabilities totaled $179,089, accretion on lease liability of $32,936. For the twelve months ended September 30, 2020, cash payments against lease liabilities totaled $165,550, accretion on lease liability of $42,755. Weighted-average remaining lease term and discount rate for operating leases are as follows: Weighted-average remaining lease term 1.44 years Weighted-average discount rate 10 % |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of June 30, 2022, and September 30, 2021: June 30, September 30, 2022 2021 Accounts payable $ 3,739,527 $ 1,147,585 Interest payable 190,515 106,631 Payroll liabilities 20,250 20,250 Other accrued liabilities 5,496,862 307,977 Accrued liabilities 5,707,627 434,858 Accrued royalties 3,316,708 633,463 Total accounts payable and accrued expenses $ 12,763,862 $ 2,215,906 | NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of September 30, 2021, and September 30, 2020: September 30, September 30, 2021 2020 Accounts payable $ 1,147,581 $ 253,677 Interest payable 106,631 166,290 Accrued liabilities 941,440 537,884 Payroll liabilities 20,250 44,855 Total accounts payable and accrued expenses $ 2,215,902 $ 1,002,706 |
CONVERTIBLE DEBENTURES PAYABL_6
CONVERTIBLE DEBENTURES PAYABLE | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Debt Instruments [Abstract] | ||
CONVERTIBLE DEBENTURES PAYABLE | NOTE 8 – CONVERTIBLE DEBENTURES PAYABLE Convertible debentures as of June 30, 2022: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party convertible debentures: Current Long Term Balance Cash PIK Maturity Date issued $3,000,000 convertible debenture amended October 23, 2020 (1) $ — $ — $ — — — — — $750,000 convertible debenture, December 1, 2020 (2) 673,753 — 750,000 4% 6% 12/1/2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) 705,041 — 800,000 4% 6% 12/1/2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) 349,730 — 400,000 4% 6% 12/1/2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) 347,168 — 400,000 4% 6% 12/1/2022 36,364 Total related party convertible debentures, net $ 2,075,692 $ — $ 2,350,000 Convertible debentures: $350,000 convertible debenture, January 12, 2021 (2) $ 311,993 $ — $ 350,000 4% 6% 12/1/2022 87,500 $250,000 convertible debenture, May 21, 2021 (2) 218,122 — 250,000 4% 6% 12/1/2022 22,727 $2,079,993 convertible debenture, May 9, 2022 (5) 72,466 142,714 2,079,993 10% — 12/1/2023 — Total convertible debentures, net $ 602,581 $ 142,714 $ 2,679,993 Convertible debentures as of September 30, 2021: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party convertible debentures: Current Long Term Balance Cash PIK Maturity Date issued $3,000,000 convertible debenture amended October 23, 2020 (1) $ 530,226 $ 876,256 $ 2,715,582 10% — 12/1/2023 3,550,709 $750,000 convertible debenture, December 1, 2020 (2) — 536,508 750,000 4% 6% 12/1/2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) — 534,114 800,000 4% 6% 12/1/2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) — 259,246 400,000 4% 6% 12/1/2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) — 252,070 400,000 4% 6% 12/1/2022 36,364 Total related party convertible debentures, net $ 530,226 $ 2,458,194 $ 5,065,582 Convertible debentures: $350,000 convertible debenture, January 12, 2021 (3) $ — $ 243,578 $ 350,000 4% 6% 12/1/2022 87,500 $250,000 convertible debenture, May 21, 2021 (4) — 160,741 250,000 4% 6% 12/1/2022 22,727 Total convertible debentures, net $ — $ 404,319 $ 600,000 (1) Unsecured convertible debentures (at $0.60 per common share) issued to related parties, amended October 23, 2020, interest at 10% per annum beginning November 1, 2020, monthly payments of unpaid interest accrued at 12.5% per annum will be paid in arrears through March 31, 2021, beginning April 1, 2021, we began paying equal monthly installments of principal and interest at 10% per annum through December 1, 2023 . The debentures are convertible at any time prior to the maturity in whole or in parts into our common shares at a price of $0.60 per common share. We issued 3,550,709 common share purchase warrants, with each warrant exercisable at $0.86 for a period of 10 years . The beneficial conversion feature totaled $612,313 and was recorded as a debt discount. We also recorded the allocated fair value of the warrants, $2,387,687 as additional debt discount. On May 9, 2022, we completed a transfer of these convertible debentures in the aggregate principal amount of $2,068,399 by prepaying the principal and interest owed on such debentures in full under the terms of the debentures and issuing new substantially identical unsecured convertible debentures in the aggregate principal amount of $2,079,993 to a related party. (2) On December 1, 2020, we offered, in a private placement, the aggregate offering amount of up to $3,000,000 of Senior Secured Promissory Debentures, with a minimum subscription amount of $250,000 and common stock warrants with an aggregate exercise price of $750,000 and aggregate exercisable warrant shares of 272,727 shares. We treated the conversion feature as a derivative instrument. At the option of the Senior Secured Promissory Note holders, the notes are convertible at the earlier of a change of control event, a Qualified IPO, both of which are defined in the Promissory Note Agreement or the maturity date of December 1, 2022. If the conversion takes place at the maturity date, the note will be converted in whole or in parts (which cannot be less than 50% of the amount due under the note) into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the thirty trading day period ending one trading day prior to the maturity date. If the conversion takes place at the change of control date, the note will be converted into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the ten trading day period ending one trading day prior to the change of control effective date. In the event of a Qualified IPO, but subject to the closing of such Qualified IPO, the amount due shall convert in full on the closing date of such Qualified IPO into a number of shares equal to the amount due on such closing date divided by the applicable IPO conversion price, as defined in the Promissory Note Agreement. The Senior Secured Promissory Debentures under the offering accrue cash interest at 4% per annum and payment in kind (PIK) interest at 6% payable in our common stock, determined on a 360-day basis. Cash interest is payable in advance for the period from the issue date to November 30, 2021, and then is payable six months in arrears on June 1, 2022, then six months in arrears on December 1, 2022. The accrued PIK interest is payable in shares of common stock in an amount equal to the amount of PIK Interest accrued as of such date, divided by the volume weighted average price (VWAP) of common stock during each trading day during the ten-trading day period ending one trading day prior to the PIK Interest Payment due dates of June 1, 2021, December 1, 2021, June 1, 2022, and December 1, 2022. The proceeds received upon issuing the Senior Secured Promissory Debentures were first allocated to the fair value of the embedded features with the remainder to the debt host instrument. ● $750,000 December 1, 2020 debenture the fair value of the conversion feature of $339,216 and the allocated fair value of the warrants of $26,770 were recorded as debenture discount. ● $350,000 January 12, 2021 debenture the fair value of the conversion feature of $139,751 and the allocated fair value of the warrants of $31,282 were recorded as debenture discount. ● $800,000 April 1, 2021 debenture the fair value of the conversion feature of $319,431 and the allocated fair value of the warrants of $60,406 were recorded as debenture discount. ● $400,000 May 1, 2021 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $31,309 were recorded as debenture discount. ● $250,000 May 21, 2021 debenture the fair value of the conversion feature of $99,822 and the allocated fair value of the warrants of $14,940 were recorded as debenture discount. ● $400,000 June 2, 2021 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $30,481 were recorded as debenture discount. (3) Convertible debentures (at $0.60 per common share) issued to a former officer, interest at 10% per annum, amended as of October 22, 2020, provides those monthly payments of $7,939 including principal and interest are to be made beginning December 1, 2020 through its maturity date of December 1, 2023; secured by 5,000,000 shares of our common stock which are owned by the Chief Executive Officer. The debenture is convertible at any time prior to December 1, 2023, in whole or in parts into our common stock at a price of $0.60 per common share. As the effective conversion rate based on the principal $287,000 was $0.60 per share which was less than our stock price on the date of issuance, a beneficial conversion feature was present at the issuance date. The beneficial conversion feature totaled $30,996 and was recorded as a debt discount. For the nine months ended September 30, 2021, principal payments totaled $29,939 . On July 2, 2021, $216,105 total debenture and $1,800 of unpaid accrued interest was converted into 363,176 shares of common stock and we recognized a gain on debt extinguishment of $15,006 on debenture discount. (4) Secured convertible debenture (primary interest in all of our assets), interest at 11% per annum, accrued monthly and the outstanding principal and unpaid accrued interest was due January 8, 2021. $326,143 total debenture and $50,213 of unpaid accrued interest was converted into 1,003,618 shares of common stock on January 8, 2021. The lender received 1,003,618 shares of common stock from this conversion and we recognized no gain or loss. (5) On May 9, 2022, we completed a transfer of certain of our outstanding unsecured convertible debentures in the aggregate principal amount of $2,068,399 (the “Old Debentures”) by prepaying the principal and interest owed on such debentures in full under the terms of the debentures and issuing new substantially identical unsecured convertible debentures in the aggregate principal amount of $2,079,993 (the “New Debentures”) to a related party (the “Transfer”). The New Debentures, like the Old Debentures, mature on December 1, 2023, require monthly installments of principal and interest at 10% per annum and are convertible at any time prior to the maturity in whole or in part into our common shares at a price of $0.60 per common share. We had previously sought, but did not receive, certain concessions from the holders of the Old Debentures related to ongoing monthly principal and interest payments and the conversion of the Old Debentures into shares of our common stock in connection with any significant public equity capital raise by us. In connection with the issuance of the New Debentures, the holder thereof (the “Transferee”) has agreed to a cessation of principal and interest payments on the New Debentures until December 1, 2022, at which time accrued interest would be paid in a lump sum in cash and monthly principal and interest payments would resume. The Transferee has further agreed to convert the New Debentures into shares of our common stock upon any significant public equity capital raise by us. The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the convertible debentures: Nine months ended June 30, 2022 2021 Interest expense $ 385,086 $ 488,248 Amortization of debt discounts 1,199,498 954,081 Total $ 1,584,584 $ 1,442,329 For the three months remaining 2022 $ — 2023 4,795,763 2024 234,230 Convertible debentures payable, related and non-related party 5,029,993 Less: Debt discount on convertible debentures payable (2,209,006) Total convertible debentures payable, related and non-related party, net $ 2,820,987 | NOTE 12 – CONVERTIBLE DEBENTURES PAYABLE Convertible debentures as of September 30, 2021: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Current Long Term Balance Cash PIK Maturity Date issued Related party convertible debentures: $3,000,000 convertible debenture amended October 23, 2020 (1) $ 530,226 $ 876,256 $ 2,715,582 10% 01-12-2023 3,550,709 $750,000 convertible debenture, December 1, 2020 (2) — 536,508 750,000 4% 6% 01-12-2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) — 534,114 800,000 4% 6% 01-12-2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) — 259,246 400,000 4% 6% 01-12-2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) — 252,070 400,000 4% 6% 01-12-2022 36,364 Total related party convertible debentures, net $ 530,226 $ 2,458,193 $ 5,065,582 Convertible debentures: $287,000 convertible debenture converted July 1, 2021 (3) $ — $ — $ — 10% 01-07-2021 $400,000 convertible debenture converted January 8, 2021 (4) — — — 11% 08-01-2021 $350,000 convertible debenture, January 12, 2021 (2) — 243,579 350,000 4% 6% 01-12-2022 87,500 $250,000 convertible debenture, May 21, 2021 (2) — 160,741 250,000 4% 6% 01-12-2022 22,727 Total convertible debentures, net $ — $ 404,320 $ 600,000 Convertible debentures as of September 30, 2020: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Current Long Term Balance Cash PIK Maturity Date issued Related party convertible debentures: $3,000,000 convertible debenture amended October 23, 2020 (1) $ — $ 1,239,677 $ 3,150,411 10% 01-12-2023 3,550,709 Total related party convertible debentures, net $ — $ 1,239,677 $ 3,150,411 Convertible debentures: $287,000 convertible debenture amended October 22, 2020 (3) $ 89,561 $ 177,799 $ 287,000 10% 01-07-2021 $400,000 convertible debenture amended August 20, 2019 (4) 326,143 — 326,143 11% 08-01-2021 Total convertible debentures, net $ 415,704 $ 177,799 $ 613,143 (1) Unsecured convertible debentures (at $0.60 per common share) issued to related parties, amended October 23, 2020, interest at 10% per annum beginning November 1, 2020, monthly payments of unpaid interest accrued at 12.5% per annum will be paid in arrears through March 31, 2021, beginning April 1, 2021, the Company began paying equal monthly installments of principal and interest at 10% per annum through December 1, 2023 . The debentures are convertible at any time prior to the maturity in whole or in parts into common shares of the Company at a price of $0.60 per common share. The Company issued 3,550,709 common share purchase warrants, with each warrant exercisable at $0.86 for a period of 10 years . The beneficial conversion feature totaled $612,313 and was recorded as a debt discount. The Company also recorded the allocated fair value of the warrants $2,387,687 as additional debt discount. (2) On December 1, 2020, the Company offered, in a private placement, the aggregate offering amount of up to $3,000,000 of Senior Secured Promissory Debentures, with a minimum subscription amount of $250,000 and common stock warrants with an aggregate exercise price of $750,000 and aggregate exercisable warrant shares of 272,727 shares. The Company treated the conversion feature as a derivative instrument. At the option of the Senior Secured Promissory Note holders, the notes are convertible at the earlier of a change of control event, a Qualified IPO, both of which are defined in the Promissory Note Agreement or the maturity date of December 1, 2022. If the conversion takes place at the maturity date, the note will be converted in whole or in parts (which cannot be less than 50% of the amount due under the note) into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the thirty trading day period ending one trading day prior to the maturity date. If the conversion takes place at the change of control date, the note will be converted into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the ten trading day period ending one trading day prior to the change of control effective date. In the event of a Qualified IPO, but subject to the closing of such Qualified IPO, the amount due shall convert in full on the closing date of such Qualified IPO into a number of shares equal to the amount due on such closing date divided by the applicable IPO conversion price, as defined in the Promissory Note Agreement. The Senior Secured Promissory Debentures under the offering accrue cash interest at 4% per annum and payment in kind (PIK) interest at 6% payable in the Company’s common stock, determined on a 360-day basis. Cash interest is payable in advance for the period from the issue date to November 30, 2021, and then is payable six months in arrears on June 1, 2022, then six months in arrears on December 1, 2022. The accrued PIK interest is payable in shares of common stock in an amount equal to the amount of PIK Interest accrued as of such date, divided by the volume weighted average price (VWAP) of common stock during each trading day during the ten-trading day period ending one trading day prior to the PIK Interest Payment due dates of June 1, 2021, December 1, 2021, June 1, 2022, and December 1, 2022. The proceeds received upon issuing the Senior Secured Promissory Debentures were first allocated to the fair value of the embedded features with the remainder to the debt host instrument. ● $750,000 December 1, 2020 debenture the fair value of the conversion feature of $339,216 and the allocated fair value of the warrants of $26,770 were recorded as debenture discount. ● $350,000 January 12, 2021 debenture the fair value of the conversion feature of $139,751 and the allocated fair value of the warrants of $31,282 were recorded as debenture discount. ● $800,000 April 1, 2021 debenture the fair value of the conversion feature of $319,431 and the allocated fair value of the warrants of $60,406 were recorded as debenture discount. ● $400,000 May 1, 2021 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $31,309 were recorded as debenture discount. ● $250,000 May 21, 2021 debenture the fair value of the conversion feature of $99,822 and the allocated fair value of the warrants of $14,940 were recorded as debenture discount. ● $400,000 June 2, 2020 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $30,481 were recorded as debenture discount. (3) Convertible debentures (at $0.60 per common share) issued to a former officer of the Company, interest at 10% per annum, amended as of October 22, 2020, provides those monthly payments of $7,939 including principal and interest are to be made beginning December 1, 2020 through its maturity date of December 1, 2023; secured by 5,000,000 shares of the Company’s common stock which are owned by the Company’s Chief Executive Officer. The debenture is convertible at any time prior to December 1, 2023, in whole or in parts into common stock of the Company at a price of $0.60 per common share. As the effective conversion rate based on the principal $287,000 was $0.60 per share which was less than the Company’s stock price on the date of issuance, a beneficial conversion feature was present at the issuance date. The beneficial conversion feature totaled $30,996 and was recorded as a debt discount. For the twelve months ended September 30, 2021, principal payments totaled $40,956. On July 2, 2021, $216,105 total debenture and $1,800 of unpaid accrued interest was converted into 363,176 shares of common stock and the Company recognized a gain on debt extinguishment of $15,006 on debenture discount. (4) Secured convertible debenture (primary interest in all Company assets), interest at 11% per annum, accrued monthly and the outstanding principal and unpaid accrued interest was due January 8, 2021. $326,143 total debenture and $50,213 of unpaid accrued interest was converted into 1,003,618 shares of common stock on January 8, 2021. The lender received 1,003,618 shares of common stock from this conversion and the Company recognized no gain or loss. The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the convertible debentures: Twelve months ended September 30, 2021 2020 Interest expense $ 605,839 $ 303,936 Interest accretion 449,096 0 Amortization of debt discounts 621,274 630,992 Total $ 1,676,209 $ 934,928 Maturity analysis under total convertible debentures, net are as follows: For the years ended September 30, 2022 $ 1,132,205 2023 4,200,761 2024 332,619 Convertible debentures payable, related and non related party 5,665,585 Less: Debt discount on convertible debentures payable (2,272,847) Total convertible debentures payable, related and non related party, net $ 3,392,738 |
DEBT
DEBT | 9 Months Ended |
Jun. 30, 2022 | |
Line of Credit Facility [Abstract] | |
DEBT | NOTE 9 – DEBT Non-Revolving Lines of Credit as of June 30, 2022: Unpaid Contractual Net Carrying Value Principal Interest Contractual Warrants Related party non-revolving line of credit: Current Long Term Balance Rates Maturity Date issued $4,022,986 non-revolving line of credit, April 25, 2022 (1) $ — $ 2,203,064 $ 4,022,986 12 % 10/25/2023 1,149,425 Total related party non-revolving line of credit, net $ — $ 2,203,064 $ 4,022,986 Non-revolving line of credit: $2,200,000 non-revolving line of credit, May 13, 2022 (2) $ — 1,316,246 2,200,000 12 % 11/13/2023 628,575 Total non-revolving line of credit, net $ — $ 1,316,246 $ 2,200,000 Non-Revolving Lines of Credit as of September 30, 2021: Unpaid Contractual Net Carrying Value Principal Interest Contractual Warrants Related party non-revolving line of credit: Current Long Term Balance Rates Maturity Date issued $4,022,986 non-revolving line of credit, April 25, 2022 (1) $ — $ — $ — — — — Total related party non-revolving line of credit, net $ — $ — $ — Non-revolving line of credit: $2,200,000 non-revolving line of credit, May 13, 2022 (2) $ — — — — — — Total non-revolving line of credit, net $ — $ — $ — (1) On February 23, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “Prior Loan Agreement”), with Excel Family Partners, LLLP (“Excel”), an entity managed by Bruce Cassidy, a member of the Company’s board of directors, for aggregate loans of up to $1.5 million, which was amended on April 13, 2022, to increase the aggregate amount to $2.0 million (the “$2m Loan”). On April 25, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “Loan Agreement”) with Excel for an aggregate principal amount of $4,022,986 (the “Loan”). The Loan matures eighteen On April 25, 2022, we used $2.022 million of the proceeds of the Loan to prepay all of the remaining outstanding principal and interest of the $2m Loan and the Prior Loan Agreement was terminated in connection with such prepayment. In connection with the Loan, on April 25, 2022, we issued a warrant for an aggregate of up to 1,149,425 shares of our common stock. The warrant has an exercise price of $1.75 per share, expires on April 25, 2025 and shall be exercisable at any time prior to the expiration date. Under the Loan Agreement, we granted to the lender a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof. (2) On May 13, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “RAT Loan Agreement”) with several institutions and individuals and RAT Investment Holdings, LP, as administrator of the loan (the “Loan Administrator”) for aggregate principal amount of $2.2 million (the “RAT Loan”). The RAT Loan matures eighteen In connection with the RAT Loan Agreement, on May 13, 2022, we issued a warrant (each a “Warrant” and collectively, the “Warrants”) to each lender under the RAT Loan Agreement for an aggregate of up to 628,575 shares of our common stock (the “Warrant Shares”). Each Warrant has an exercise price of $1.75 per share, expires on May 13, 2025, and shall be exercisable at any time prior to the expiration date The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the non-revolving lines of credit: Nine months ended June 30, 2022 2021 Interest expense $ 117,224 $ — Amortization of debt discounts 333,294 — Total $ 450,518 $ — For the three months remaining 2022 $ — 2023 — 2024 6,222,986 Non-revolving lines of credit payable, related and non-related party 6,222,986 Less: Debt discount on non-revolving lines of credit payable (2,703,676) Total non-revolving lines of credit payable, related and non-related party, net $ 3,519,310 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of June 30, 2022. | NOTE 13 – COMMITMENTS AND CONTINGENCIES The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of September 30, 2021. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. We borrowed funds for business operations from a certain stockholder and board member through convertible debenture agreements and have remaining balances, including accrued interest amounting to $2,480,350 and $2,448,871 8 for Convertible Debentures discussion. We borrowed funds for business operations from a certain stockholder and board member through non-revolving lines of credit agreements and have remaining balances, including accrued interest amounting to $4,105,492 and $0 as of June 30, 2022, and September 30, 2021, respectively. We incurred interest expense, including amortization of debt discount for these non-revolving lines of credit in the amounts of $331,548 and $0 for the nine months ended June 30, 2022, and 2021, respectively. See Note 9 Debt discussion. On February 23, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “Prior Loan Agreement”), with Excel Family Partners, LLLP (“Excel”), an entity managed by Bruce Cassidy, a member of our board of directors, for aggregate loans of up to $1.5 million, which was amended on April 13, 2022, to increase the aggregate amount to $2.0 million (the “$2m Loan”). Effective as of April 25, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement with Excel for principal amount of up to $4,022,986 , evidenced by a Non-Revolving Line of Credit Promissory Note, also effective as of April 25, 2022. The Loan matures eighteen (18) months from the date of the Loan Agreement and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to twelve (12) percent per year. In connection with the Loan, on April 25, 2022, we issued a Warrant for an aggregate of up to 1,149,425 shares of our common stock. The Warrant has an exercise price of $1.75 per share, expires on April 25, 2025, and shall be exercisable at any time prior to the Expiration Date. On May 9, 2022, we completed a transfer of certain of our outstanding unsecured convertible debentures in the aggregate principal amount of $2,068,399 (the “Old Debentures”) by prepaying the principal and interest owed on such debentures in full under the terms of the debentures and issuing new substantially identical unsecured convertible debentures in the aggregate principal amount of $2,079,993 (the “New Debentures”) to a related party (the “Transfer”). The New Debentures, like the Old Debentures, mature on December 1, 2023, require monthly installments of principal and interest at 10% per annum and are convertible at any time prior to the maturity in whole or in part into our common shares at a price of $0.60 per common share. We had previously sought, but did not receive, certain concessions from the holders of the Old Debentures related to ongoing monthly principal and interest payments and the conversion of the Old Debentures into shares of our common stock in connection with any significant public equity capital raise by us. In connection with the issuance of the New Debentures, the holder thereof (the “Transferee”) has agreed to a cessation of principal and interest payments on the New Debentures until December 1, 2022, at which time accrued interest would be paid in a lump sum in cash and monthly principal and interest payments would resume. The Transferee has further agreed to convert the New Debentures into shares of our common stock upon any significant public equity capital raise by us. | NOTE 14 – RELATED PARTY TRANSACTIONS Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. The Company borrowed funds for business operations from certain stockholders through convertible debenture agreements and has remaining balances, including accrued interest amounting to $5,164,690 and $3,203,880 as of September 30, 2021, and September 30, 2020, respectively. The Company incurred interest expense for these convertible debentures in the amounts of $557,820 and $207,674 for the twelve months ended September 30, 2021, and 2020, respectively. See Note 12 for convertible debentures discussion. The Company received proceeds of $400,000 from a related party for the September 30, 2021, offering (see Note 15 and Note 16), in exchange for 320,000 shares of Common Stock and 320,000 Warrants. A consulting firm controlled by a member of Company management provides services for the Company in the amount of $318,035 for the twelve months ending September 30, 2021, and $285,000 for the twelve months ending September 30, 2020. |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 12 –STOCKHOLDERS’ EQUITY (DEFICIT) Convertible Preferred Stock Of the 16,666,667 shares of preferred stock authorized, we had designated (i) 3,333,334 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and (ii) 3,333,334 shares of preferred stock as Series B Convertible Preferred Stock (the “Series B Preferred Stock.” As of June 30, 2022, and 2021, we had Series Preferred Stock issued and outstanding, respectively. As of June 30, 2022, and 2021 outstanding Each share of Series B Preferred Stock has a liquidation preference of $1.50 per share, is entitled to 100 votes per share and is convertible at any time at the discretion of the holder thereof into 100 shares of common stock. We evaluated the features of the Convertible Preferred Stock under ASC 480 and classified them as permanent equity because the Convertible Preferred stock is not mandatorily or contingently redeemable at the stockholder’s option and the liquidation preference that exists does not fall within the guidance of SEC Accounting Series Release No. 268 – Presentation in Financial Statements of “Redeemable Preferred Stocks” Common stock Our authorized capital stock consists of 316,666,667 shares of common stock, $0.0001 par value per share, and 16,666,667 shares of preferred stock, $0.0001 par value per share. As of June 30, 2022 and 2021, there were 153,539,596 and 127,316,746, respectively, shares of common stock issued outstanding Nine months ended June 30, 2022 During the nine months ended June 30, 2022, we issued 69,455 shares of common stock with a value of $177,000 as payment in kind for accrued interest due on certain convertible notes. Of this amount, 55,329 shares of common stock at a value of $141,000 was issued to a board member. During the nine months ended June 30, 2022, we issued 20,000,000 shares of common stock to a board member upon conversion of 200,000 shares of Series B Preferred Stock. Nine months ended June 30, 2021 During the nine months ended June 30, 2021, we issued 1,369,863 shares of our common stock with a value of $2,671,233 for the purchase of certain intangible assets. During the nine months ended June 30, 2021, we issued 97,891 shares of our common stock with a value of $194,803 as a debt settlement. During the nine months ended June 30, 2021, we issued 1,180,880 shares of our common stock, valued at $2,065,996 capitalized as license content assets. During the nine months ended June 30, 2021, we issued 2,457,898 shares of our common stock with a value of $6,553,235 for the purchase of 100% ownership in EON. During the nine months ended June 30, 2021, we issued an aggregate of 3,228,000 shares of our common stock for gross cash proceeds of $4,034,935. We recorded no offering costs. During the nine months ended June 30, 2021, we issued 497,429 shares of our common stock in satisfaction of a common stock subscription of $485,144. During the nine months ended June 30, 2021, we converted a convertible note plus accrued interest in the amount of $376,356 into 1,003,618 shares of our common stock. During the nine months ended June 30, 2021, we issued 3,066,700 shares of our common stock in connection with the conversion of series A convertible preferred stock. During the nine months ended June 30, 2021, we issued 79,051 shares of our common stock for consulting services valued at $200,000. See Note 13 – Stock Options and Warrants for stock compensation discussion. | NOTE 15 –STOCKHOLDERS’ EQUITY (DEFICIT) Convertible Preferred Stock In addition, as of such date, of the 16,666,667 shares of preferred stock authorized, we had designated (i) 3,333,334 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and (ii) 3,333,334 shares of preferred stock as Series B Preferred. As of September 30, 2021, and September 30, 2020, the Company had 200,000 and 200,000 shares of Series B convertible preferred stock issued outstanding As of September 30 outstanding outstanding issued outstanding Presentation in Financial Statements of “Redeemable Preferred Stocks” Change in Number of Authorized and Outstanding Shares On June 8, 2020, a 1 for 1.5 reverse stock split of the Company’s common stock became effective. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively adjusted for the effects of the reverse split for all periods presented. Common stock The Company is authorized to issue 316,666,667 shares of its $0.0001 par value common stock. As of September 30, 2021, and September 30, 2020, there were 133,470,018 issued outstanding Twelve months ended September 30, 2021 The Company issued an aggregate of 9,001,460 shares of its common stock for gross cash proceeds of $11,251,825. The Company recorded no offering costs. The Company issued 497,429 shares of its common stock in satisfaction of a common stock subscription of $485,144. The Company converted a convertible note plus accrued interest in the amount of $376,356 into 1,003,618 shares of its common stock. The Company also converted a convertible note plus accrued interest in the amount of $217,905 into 363,176 shares of common stock. The Company issued 2,457,898 shares of its common stock with a value of $6,553,235 for the 100% business acquisition of EON Media Group. The Company issued 3,066,700 shares of its common stock in connection with the conversion of series A convertible preferred stock. The Company issued 14,475 shares of its common stock for $41,977 payment in kind interest payable in the Company’s common stock. The Company issued 95,718 shares of its common stock for consulting services valued at $236,834. The Company issued 1,278,771 shares of its common stock, valued at $2,260,799 capitalized as license content assets. Subsequently the Company recognized impairment expense of $2,260,799 for non-recoverable license content assets (See Note 6). The Company, entered into securities purchase agreements with accredited investors pursuant to which the Company sold, in a private offering,5,773,460 shares of the Company’s common stock, and warrants to purchase up to an aggregate of 6,573,460 shares of Common Stock. The Company issued 320,000 shares of Common Stock to a related party valued at $295,181. The Company issued 5,253,460 shares of Common Stock under the offering valued at $4,663,116. Twelve months ended September 30, 2020 The Company issued an aggregate of 4,393,333 shares of its common stock for proceeds of $3,516,500. The Company issued 93,333 shares of its common stock in satisfaction of a common stock subscription of $47,168. The Company issued 4,000,000 shares of its common stock for consulting services valued at $1,500,000 to a related party. The Company issued 5,168,931 shares of its common stock and 30,667 shares of Series A convertible preferred stock as part of the merger with Interlink. The Company also assumed debt to a related party of $180,000 and accrued interest of $3,842 and charged $80,134 of legal expenses related to reverse merger charged to additional paid in capital. The Company issued 100,000 shares of its Series B convertible preferred stock at a fair value of $4,800,000 at date of issuance in exchange for loan and accrued interest forgiveness of $1,006,594 and the balance was recorded as inducement expense of 3,793,406. The Company applied the guidance in ASC 470-20. The Company issued 100,000 shares of its Series B convertible preferred stock at a fair value of $4,800,000 at date of issuance, in exchange for $1,000,000 cash and the balance was recorded as a deemed dividend of $3,800,000. The Company applied the guidance in ASC 470-20. |
STOCK OPTIONS AND WARRANTS_2
STOCK OPTIONS AND WARRANTS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | ||
STOCK OPTIONS AND WARRANTS | NOTE 13 – STOCK OPTIONS AND WARRANTS Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using our historical stock prices. We account for the expected life of options based on the contractual life of options for non-employees. For employees, our accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The following table summarizes the stock option activity for the nine months ended June 30, 2022: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding at September 30, 2021 17,833,356 $ 1.04 8.30 $ 25,478,339 Grants 1,471,200 2.46 9.49 4,527,654 Exercised — — — — Expired — — — — Forfeited (338,251) (2.13) — — Outstanding at June 30, 2022 18,966,305 $ 1.13 7.68 $ 30,005,993 Exercisable at June 30, 2022 13,652,168 $ 0.99 7.32 $ 23,582,392 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than our stock price of $2.71 as of June 30, 2022, and $2.60 as of June 30, 2021, which would have been received by the option holders had those option holders exercised their options as of that date. The following table presents information related to stock options on June 30, 2022: Options outstanding Weighted Options average exercisable Exercise Number of remaining life number of price options in years options $ 0.86 1,148,371 4.17 1,148,371 0.66 4,663,935 6.34 4,663,935 0.89 2,500,000 7.96 2,008,000 1.10 7,882,799 8.37 4,607,142 0.57 300,000 8.67 300,000 2.84 250,000 8.83 250,000 2.75 600,000 8.85 216,667 2.35 125,000 9.22 15,278 2.40 50,000 9.08 — 2.50 50,000 9.09 50,000 2.30 836,200 9.27 392,775 2.75 425,000 9.82 — 2.58 135,000 9.88 — 18,966,305 13,652,168 Stock-based compensation We recognize compensation expense for all stock options granted using the fair value-based method of accounting. During the nine months ended June 30, 2022, we issued 1,471,200 options valued at $2.46 per option. As of June 30, 2022, the total compensation cost related to nonvested awards not yet recognized is $9,525,576 and the weighted average period over which expense is expected to be recognized in months is 24.5. We calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: June 30, 2022 Weighted average fair value of options granted $ 1.13 Expected life 5.00 -10.00 years Risk-free interest rate 0.01 - 2.93 % Expected volatility 55.80 - 73.00 % Expected dividends yield — % Forfeiture rate — % The stock-based compensation expense related to option grants was $3,948,272 and $7,036,800, for the nine months ended June 30, 2022, and 2021, respectively. Warrants The following table summarizes the changes in warrants outstanding and the related prices for the shares of our common stock: Warrants outstanding Warrants exercisable Weighted Weighted average average remaining Weighted remaining contractual average contractual Number life exercise Number life Exercise prices outstanding (years) price exercisable (years) $ 0.86 3,850,709 4.87 0.86 3,850,709 4.87 0.38 2,000,000 4.44 0.38 2,000,000 4.44 0.75 2,666,667 7.70 0.75 2,666,667 7.70 2.75 323,864 0.42 2.75 323,864 0.42 2.80 50,000 8.82 2.80 50,000 8.82 2.75 6,573,460 2.25 2.75 6,573,460 2.25 2.35 187,324 4.71 2.35 62,733 4.71 1.75 1,149,425 2.82 1.75 1,149,425 2.82 1.75 628,575 2.87 1.75 628,575 2.87 3.00 200,000 2.88 3.00 110,000 2.88 2.65 300,000 2.96 2.65 — 2.96 The following table summarizes the warrant activity for the nine months ended June 30, 2022: Weighted average exercise Number of price per shares share Outstanding at September 30, 2021 15,464,700 $ 1.63 Issued 2,465,324 2.01 Exercised — — Expired — — Outstanding at June 30, 2022 17,930,024 $ 1.68 We record all warrants granted using the fair value-based method of accounting. During the nine months ended June 30, 2022, we issued 687,324 warrants to various companies for consulting services and recorded consulting expense of $254,013. During the nine months ended June 30, 2022, we issued 1,778,000 warrants in conjunction with non-revolving lines of credit. During the nine months ended June 30, 2021, we issued 213,637 warrants in conjunction with the issue of senior secured convertible debentures, of which 213,637 warrants were issued to a related party, in the total amount of $2,350,000 and recorded the allocated fair values of the warrants of $175,859 as additional debt discounts. We calculated the fair value of warrants issued using the Black-Scholes option pricing model, with the following assumptions: June 30, 2022 Weighted average fair value of warrants granted $ 0.74 Expected life 1.75 - 10 years Risk-free interest rate 0.15 - 3.35 % Expected volatility 57.30 - 73.00 % Expected dividends yield — % Forfeiture rate — % | NOTE 16 – STOCK OPTIONS AND WARRANTS Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using the Company’s historical stock prices. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The following table summarizes the stock option activity for the twelve months ended September 30, 2021 and September 30, 2020, respectively: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding at September 30, 2019 5,812,306 $ 0.70 8.66 $ 10,179,515 Grants 2,500,000 0.89 9.96 3,899,750 Exercised — — — — Expired — — — — Forfeited — — — — Outstanding at September 30, 2020 8,312,306 $ 0.76 8.28 $ 14,079,265 Grants 9,670,216 1.29 9.34 11,399,074 Exercised — — — — Expired — — — — Forfeited (149,166) 1.10 — — Outstanding at September 30, 2021 17,833,356 $ 1.04 8.30 $ 25,478,339 Exercisable at September 30, 2021 11,298,290 $ 0.90 7.82 $ 17,587,909 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $2.45 as of September 30, 2021, and $2.03 as of September 30, 2020, which would have been received by the option holders had those option holders exercised their options as of that date. The following table presents information related to stock options on September 30, 2021: Options outstanding Weighted Options average exercisable Exercise Number of remaining life number of price options in years options 0.86 1,148,371 4.91 1,148,371 0.66 4,663,935 7.09 4,663,935 0.89 2,500,000 8.71 1,630,000 1.10 8,021,049 9.12 3,186,539 0.57 300,000 9.42 300,000 2.84 450,000 9.58 250,000 2.75 600,000 9.59 66,667 2.35 50,000 9.81 2,778 2.40 50,000 9.82 — 2.50 50,000 9.84 50,000 17,833,356 11,298,290 Stock-based compensation The Company recognizes compensation expense for all stock options granted using the fair value-based method of accounting. During the twelve months ended September 30, 2021, the Company issued 9,670,216 options valued at $2.03 per option. As of September 30, 2021, the total compensation cost related to nonvested awards not yet recognized is $11,610,922 and the weighted average period over which expense is expected to be recognized in months is 29.95. The Company calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: September 30, 2021 Weighted average fair value of options granted $ 2.03 Expected life 5.00 10.00 Risk-free interest rate 0.01 - 1.56 % Expected volatility 50.00 - 58.85 % Expected dividends yield 0 % Forfeiture rate 0 % The stock-based compensation expense related to option grants was $8,292,265 and $316,033, for the twelve months ended September 30, 2021, and 2020, respectively. Warrants The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock: Warrants outstanding Warrants exercisable Weighted Weighted average average remaining Weighted remaining contractual average contractual Number life exercise Number life Exercise prices outstanding (years) price exercisable (years) $ 0.86 3,850,709 5.62 $ 0.86 3,850,709 5.62 0.38 2,000,000 5.19 0.38 2,000,000 5.19 0.75 2,666,667 8.45 0.75 2,666,667 8.45 2.75 323,864 1.17 2.75 323,864 1.17 2.80 50,000 9.57 2.80 50,000 9.57 2.75 6,573,460 3.00 2.75 6,573,460 3.00 The following table summarizes the warrant activity for the twelve months ended September 30, 2021, and 2020: Weighted average exercise Number of price per shares share Outstanding at September 30, 2019 5,550,709 $ 0.68 Issued 2,666,667 0.75 Exercised — — Expired — — Outstanding at September 31, 2020 8,217,376 $ 0.73 Issued 7,247,324 2.67 Exercised — — Expired — — Outstanding at September 30, 2021 15,464,700 $ 1.63 The Company records all warrants granted using the fair value-based method of accounting. On September 30, 2021, the Company, entered into securities purchase agreements with accredited investors pursuant to which the Company sold, in a private offering, 5,773,460 shares of the Company’s common stock, and warrants to purchase up to an aggregate of 6,573,460 shares of Common Stock. Each investor was entitled to purchase one share of Common Stock and one Warrant to purchase one share of Common Stock for an aggregate purchase price of $1.25. The Warrants are immediately exercisable, have a ten-year term and an exercise price of $2.75 per share. The Company issued 320,000 warrants fair valued at $278,400 to a related party. During the twelve months ended September 30, 2021, the Company issued 110,227 warrants in conjunction with the issues of senior secured convertible debentures in the total amount of $600,000 and recorded the allocated fair values of the warrants of $59,212 as additional debt discounts. Further, the Company issued 213,637 warrants in conjunction with the issues of related party senior secured convertible debentures in the total amount of $2,350,000 and recorded the allocated fair values of the related party warrants of $165,682 as additional related party debt discounts. The Company issued 50,000 warrants with a fair value of $82,000, as severance. The Company also issued 300,000 warrants to a consultant with a fair value of $492,000. During the year ended September 30, 2020, the Company assumed a related party note of $180,000 and associated accrued interest of $3,842 as part of the reverse merger with Interlink. After the assumption of the debt and accrued interest during 2020, the Company issued 2,666,667 warrants valued at $702,219 to retire the $180,000 debt and $5,563 of accrued liabilities. The Company calculated the fair value of warrants issued using the Black-Scholes option pricing model, with the following assumptions: September 30, 2021 Weighted average fair value of warrants granted $ 1.21 Expected life 1.75 - 10 years Risk-free interest rate 0.15% to 1.58% Expected volatility 57.30% to 58.65% Expected dividends yield 0 % Forfeiture rate 0 % |
INCOME TAX_2
INCOME TAX | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAX | NOTE 14 – INCOME TAXES We calculate our interim income tax provision in accordance with ASC Topic 270, Interim Reporting and ASC Topic 740, Accounting for Income Taxes. At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary year to date earnings. In addition, the tax effects of unusual or infrequently occurring items including changes in judgment about valuation allowances and effects of changes in enacted tax laws are recognized discretely in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including the expected operating (loss) income for the year, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current fiscal year. The accounting estimates used to compute income tax expense may change as new events occur or additional information is obtained. For the nine months ended June 30, 2022, we recorded an income tax provision of $1,051 related to state and local taxes. For the nine months ended June 30, 2021, we recorded an income tax provision of $99,830 primarily related to a true-up of prepaid taxes from 2019. The effective rate for both the nine months ended June 30, 2022, and June 30, 2021, differ from the U.S. federal statutory rate of 21% as no income tax benefit was recorded for current year operating losses as we maintain a full valuation allowance on our deferred tax assets. | NOTE 17 - INCOME TAX On March 27, 2020, the CARES Act was enacted to provide economic relief to those impacted by the COVID-19 pandemic. In addition to the PPP loans, the CARES Act made various tax law changes including among other things (i) modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 tax years to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes, (ii) enhanced recoverability of AMT tax credit carryforwards, (iii) increased the limitation under Internal Revenue Code ("IRC") Section 163(j) for 2019 and 2020 to permit additional expensing of interest, and (iv) enacted a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k). On December 27, 2020, the Consolidated Appropriations Act of 2021 (“CAA”) was enacted and provided clarification on the tax deductibility of expenses funded with PPP loans as fully deductible for tax purposes. During the year ended September 30, 2021, the Company recorded income for financial reporting purposes related to the forgiveness of some of its PPP loans. The forgiveness of these PPP loans is not taxable. The components of income (loss) before the provision (benefit) for income taxes are as follows: 2021 2020 Domestic Operations $ (24,670,551) $ (17,103,695) Foreign Operations (6,918,857) — Total $ (31,589,408) $ (17,103,695) Income tax expense (benefit) consist of the following for the years ended September 30, 2021 and 2020 consist of the following: 2021 2020 Current: Federal $ 98,372 $ 0 State 3,290 1,600 Foreign 0 0 Total Current provision (benefit) 101,662 1,600 Deferred: Federal (455,107) 0 State (102,479) 0 Foreign (158,988) 0 Total Deferred provision (benefit) (716,574) 0 Total provision (benefit) $ (614,912) $ 1,600 The reconciliation between the U.S. statutory federal income tax rate and the Company’s effective tax rate for the years ended September 30, 2021, and 2020 is as follows: September 30, 2021 September 31, 2020 U.S. federal statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 2.00 % 2.21 % Goodwill impairment (3.43) % (7.80) % Non-deductible items (0.20) % (7.14) % Change in valuation allowance (15.13) % 3.43 % Change in tax rates 0.11 % (5.27) % US effects of foreign operations (0.31) % — % Other (2.10) % (6.44) % Effective tax rate 1.95 % (0.01) % As of September 30, 2021, and 2020, the Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: September 30, 2021 September 30, 2020 Deferred tax assets: Net Operating Losses $ 6,284,425 $ 3,108,502 Allowance for doubtful accounts 87,771 — Stock-based compensation 1,765,463 — Fixed assets book/ tax basis difference — — Operating right of use assets 1,331 1,533 Accrued expenses 259,264 84,140 Amortization of debt discount 643,848 310,225 Research credit — — Intangible book/tax basis difference 2,124,796 1,846,646 Total deferred tax asset, net 11,166,898 5,351,046 Less: reserve for allowance (10,521,546) (5,348,138) Total Deferred tax asset, net of valuation allowance $ 645,352 $ 2,908 Deferred tax liabilities: Fixed assets book/ tax basis difference (1,504) (2,908) Derivative liability (643,848) Total deferred tax liabilities $ (645,352) $ (2,908) Total Deferred tax liability, net of valuation allowance $ — $ — ASC 740, “Income Taxes” requires that a valuation allowance is established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be recognized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of existing taxable temporary differences, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to the future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of September 30, 2021, and 2020. As of September 30, 2021, the Company has federal net operating loss carryforwards of $24.2 million of which $1.6 million expire between 2036 and 2037 and available to offset 100% of future taxable income. The remaining As of September 30, 2021, the Company has state net operating loss carryforwards of $14.5 million. The state NOLs begin to expire in 2037. The Company has Singapore net operating loss carryforwards of The Company files income tax returns in the U.S. federal and various state jurisdictions. As of September 30, 2021, the federal and state tax returns for the years from 2016 through 2020 remain open to examination by the Internal Revenue Service and various state authorities. As of September 30, 2021, and 2020, the Company has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements. The Company’s policy is to classify assessments, if any, for tax-related interest as income tax expenses. No interest or penalties were recorded. The Company does not expect its unrecognized tax benefit position to change during the next twelve months. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Loan Agreement Effective as of July 29, 2022, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Industrial Funding Group, Inc. (the “Initial Lender”) for a revolving loan credit facility for the principal sum of up to four million dollars ($4.0 million), and through the exercise of an accordion feature, a total sum of up to ten million dollars ($10 million) (the “Loan”), evidenced by a Revolving Loan Secured Promissory Note (the “Note”), also effective as of July 29, 2022. As of August 2, 2022, we borrowed approximately two million dollars ( The Loan matures twenty-four The Wall Street Journal In addition, the Loan Agreement has restrictive covenants, including covenants preventing us from effecting a change of control, disposing of our assets outside of the ordinary course of business, incurring additional debt (subject to certain exceptions), changing our business as currently conducted, paying dividends or settling claims involving the collateral under the Loan Agreement. Under the Loan Agreement, we have granted to the Senior Lender a first-priority security interest in all of our present and future property and assets, including products and proceeds thereof. In connection with the Loan, our existing secured lenders delivered subordination agreements (the “Subordination Agreements”) to the Senior Lender (each lender, a “Subordinated Lender” and together, the “Subordinated Lenders”). In connection with the delivery of the Subordination Agreements by the Subordinated Lenders, on July 29, 2022, we issued warrants (each a “Warrant” and collectively, the “Warrants”) to each Subordinated Lender on identical terms for an aggregate of up to 888,997 shares of our common stock (the “Warrant Shares”). Each Warrant has an exercise price of $1.75 per share, expires on July 29, 2025 (the “Expiration Date”), and shall be exercisable at any time prior to the Expiration Date. One Warrant for 574,712 Warrant Shares was issued to Eagle Investment Group, LLC, an entity managed by Bruce Cassidy, a member of our board of directors, as directed by its affiliate, Excel Family Partners, LLLP (“Excel”), one of the Subordinated Lenders. The Subordinated Lenders receiving Warrants for the remaining 314,285 Warrant Shares also will receive a cash payment of $22,000 six months from the date of the Subordination Agreements, representing one percent (1.00%) of the outstanding principal amount of the loan. As of August 31, 2022, we owed an aggregate of $15,053,730 in principal and accrued interest on debt arrangements. This debt includes an aggregate of $5,272,822 in principal and accrued interest under the Senior Secured Promissory Debentures and the New Debentures, $6.2 million under our Non-Revolving Line of Credit Loan Agreements with certain lenders and $2.0 million under our revolving loan credit facility. | NOTE 18 – SUBSEQUENT EVENTS The Company has evaluated all subsequent events through the date of filing, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of September 30, 2021, and events which occurred after September 30, 2021, but which were not recognized in the financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Basis of presentation | Basis of presentation The unaudited | Basis of presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Screenplay and EON Media Group. These consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”). All inter-company transactions and balances have been eliminated on consolidation. |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of other equity and debt instruments, fair value of intangible assets and recoverability of license content assets. | Use of estimates The preparation of the consolidated financial statements in conformity with 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of warrants, fair value of intangible assets, recoverability of goodwill and intangible assets. |
Business combinations | Business combinations We account for business acquisitions under Accounting Standards Codification (“ASC”) 805, Business Combinations. | Business combinations The Company accounts for business acquisitions under Accounting Standards Codification (“ASC”) 805, Business Combinations. |
Variable interest entities (""VIE'") | Variable interest entities (“VIE”) Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity’s net assets exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE if (a) the entity lacks sufficient equity or (b) the entity’s equity holders lack power or the obligation and right as equity holders to absorb the entity’s expected losses or to receive its expected residual returns. If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable interests that has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and has the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which activities most significantly impact the VIE’s economic performance and determine whether it, or another party, has the power to direct those activities. As of September 30, 2021, and 2020, the Company had no investments that qualify as VIE. | |
Segment reporting | Segment reporting We report as one reportable segment because we do not have more than one operating segment. Our business activities, revenues and expenses are evaluated by management as one reportable segment. | Segment reporting The Company reports as one reportable segment because the Company does not have more than one operating segment. The Company's business activities, revenues and expenses are evaluated by management as one reportable segment. |
Cash | Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash deposits. We maintain our cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, our cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. We have not experienced any losses on such accounts. On June 30, 2022, and September 30, 2021, we had no cash equivalents. As of June 30, 2022, and September 30, 2021, approximately $459,725 and $3,655,716 of cash exceeded the FDIC insurance limits, respectively. | Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. The Company has not experienced any loses on such accounts. On September 30, 2021, and September 30, 2020, the Company had no cash equivalents. As of September 30, 2021, and September 30, 2020, approximately $3,655,716, and $1,695,763 of cash exceeded the FDIC insurance limits, respectively. |
Accounts receivable | Accounts receivable Accounts receivable represent amounts due from customers. We assess the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgment and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of June 30, 2022, and September 30, 2021, we recorded an allowance for doubtful accounts of $445,946 and $426,813 | Accounts receivable Accounts receivable represent amounts due from customers. The Company assesses the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgement and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of September 30, 2021, and September 30, 2020, the Company had recorded an allowance for doubtful accounts of $426,813 |
Concentration of credit risk | Concentration of credit risk During the nine-months ended June 30, 2022, we had three customers which each individually comprised greater than 10% of net revenue. These customers represented 25%, 20%, and 11% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. As of June 30, 2022, three customers accounted for a total of 52% of our accounts receivable balance or 24%, 18%, and 10%, respectively. No other customer accounted for more than 10% of total accounts receivable. We grant credit in the normal course of business to our customers. Periodically, we review past due accounts and make decisions about future credit on a customer-by-customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. Our concentration of credit risk was not significant as of June 30, 2022, and September 30, 2021. | Concentration of credit risk The Company grants credit in the normal course of business to its customers. Periodically, the Company reviews past due accounts and makes decisions about future credit on a customer by customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. The Company’s concentration of credit risk was not significant as of September 30, 2021, and September 30, 2020. |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value. The Company purchases inventory from a vendor and all inventory purchased is deemed finished goods. Cost is determined using the first-in-first-out basis for finished goods. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to net realizable value, if lower. As of September 30, 2021, and September 30, 2020, the Company recorded no valuation allowance. | |
Prepaid expenses | Prepaid expenses Expenditures paid in one accounting period which will not be consumed until a future period such as insurance premiums and annual subscription fees are accounted for on the balance sheet as a prepaid expense. When the asset is eventually consumed, it is charged to expense. | |
License Content Asset | License Content Asset On January 1, 2020, we adopted the guidance in ASU 2019-02, Entertainment—Films—Other Assets—Film Costs (Subtopic 926-20) and Entertainment—Broadcasters—Intangibles—Goodwill and Other (Subtopic 920-350): Improvements to Accounting for Costs of Films and License Agreements for Program Materials | License Content Asset On January 1, 2020, the Company adopted the guidance in ASU 2019-02, Entertainment — Films — Other Assets — — |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. The capitalization policy for the company is to capitalize property and equipment purchases greater than $3,000, as well as internally-developed software enhancements. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. See below for estimated useful lives: Equipment 3 5 Software 3 years | Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. The capitalization policy for the company is to capitalize property and equipment purchases greater than $3,000. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Estimated useful lives for Equipment and Software is 5 years and 3 years, respectively. |
Equity method investments | Equity method investments The Company accounts for investments in unconsolidated entities under the equity method of accounting if it could exercise significant influence over the operating and financial policies of an entity but does not have a controlling financial interest. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments are reported under the line-item captioned equity method investment income in our Consolidated Statements of Operations. The carrying value of our equity method investments is reported in equity method investments in the Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. | |
Goodwill and other intangible assets | Goodwill and other intangible assets Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill and other intangible assets determined to have an indefinite useful life are not amortized but are subject to impairment tests. We conduct our annual impairment tests or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We conducted the annual impairment test on September 30, 2021. When evaluating goodwill and indefinite-lived intangible assets for impairment, we may first perform an assessment of qualitative factors to determine if the fair value of the reporting unit or the intangible asset is more-likely-than-not greater than the carrying amount. Significant factors considered in this assessment include, but are not limited to, macro-economic conditions, market and industry conditions, cost considerations, the competitive environment, overall financial performance, and results of past impairment tests. If, based on a review of the qualitative factors, we determine it is more-likely-than-not that the fair value is greater than the carrying value, we may bypass a quantitative test for impairment. In performing the quantitative test for impairment of goodwill, we compare the fair value of each reporting unit with it carrying amount, including goodwill, in order to identify a potential impairment. Measurement of the fair value of a reporting unit is based on a fair value measure using the sum of the discounted estimated future cash flows. Estimates of forecasted cash flows involve measurement uncertainty, and it is therefore possible that reductions in the carrying value of goodwill may be required in the future because of changes in management’s future cash flow estimates. When the fair value of a reporting unit is less than its carrying amount, goodwill of the reporting unit is considered to be impaired. Effective January 1, 2020, we adopted the guidance in Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment | Goodwill and other intangible assets Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill and other intangible assets determined to have an indefinite useful life are not amortized but are subject to impairment tests. The Company conducts its annual impairment tests or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company conducted the annual impairment test on September 30, 2021. This is a change in accounting principle as the timing of the annual impairment test in prior periods was for the twelve months ended December 31, 2020. The Company deems the change of impairment test timing to be appropriate as part of the year end change from December 31,2021 to September 30, 2021. When evaluating goodwill and indefinite-lived intangible assets for impairment, the Company may first perform an assessment of qualitative factors to determine if the fair value of the reporting unit or the intangible asset is more-likely-than-not greater than the carrying amount. Significant factors considered in this assessment include, but are not limited to, macro-economic conditions, market and industry conditions, cost considerations, the competitive environment, overall financial performance, and results of past impairment tests. If, based on a review of the qualitative factors, the Company determines it is more-likely-than-not that the fair value is greater than the carrying value, the Company may bypass a quantitative test for impairment. In performing the quantitative test for impairment of goodwill, the Company compares the fair value of each reporting unit with it carrying amount, including goodwill, in order to identify a potential impairment. Measurement of the fair value of a reporting unit is based on a fair value measure using the sum of the discounted estimated future cash flows. Estimates of forecasted cash flows involve measurement uncertainty, and it is therefore possible that reductions in the carrying value of goodwill may be required in the future because of changes in management’s future cash flow estimates. When the fair value of a reporting unit is less than it carrying amount, goodwill of the reporting unit is considered to be impaired. Effective January 1, 2020, the Company adopted the guidance in Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment The Company measures impairment of indefinite-lived intangible assets, which consist of brand name, based on projected discounted cash flows. The Company also re-evaluates the useful life of the brand name to determine whether events and circumstances continue to support an indefinite useful life. The Company charged Eon goodwill $4,442,487 to impairment during the twelve months ended September 30, 2021. The Company also charged goodwill for the tax benefit on acquisition of Spkr and Eon Media Group of $719,688 during the twelve months ended September 30, 2021. See Note 8 for Goodwill discussion. |
Long-lived assets | Long-lived assets The Company evaluates the recoverability of long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner that an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if their carrying amount is not recoverable through the undiscounted cash flows. The impairment loss is based on the difference between the carrying amount and estimated fair value as determined by discounted future cash flows. The Company’s finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from two | |
Operating leases | Operating leases We determine if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, we have elected the short-term lease measurement and recognition exemption and recognize such lease payments on a straight-line basis over the lease term. | Operating leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. |
Fair value measurement | Fair value measurement We determine the fair value of our assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive 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 one or more unobservable inputs which are significant to the fair value measurement. The carrying amount of our financial instruments, including cash, accounts receivable, deposits, short-term portion of notes receivable and notes payable, and current liabilities approximate fair value due to their short-term nature. We do not have financial assets or liabilities that are required under US GAAP to be measured at fair value on a recurring basis. We have not elected to use fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. We record assets and liabilities at fair value on a nonrecurring basis as required by US GAAP. Assets recognized or disclosed at fair value in the condensed The following table summarizes fair value measurements of the Derivative Liability as of June 30, 2022: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 893,925 893,925 Total $ — $ — $ 893,925 $ 893,925 The following table summarizes fair value measurements of the Derivative Liability as of September 30, 2021: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 1,058,633 1,058,633 Total $ — $ — $ 1,058,633 $ 1,058,633 The following table summarizes changes in fair value measurements of the Derivative Liability during the nine months ended June 30, 2022: Balance as of September 30, 2021 $ 1,058,633 Derivative liability issued with convertible debentures — Change in fair value (164,708) Balance as of June 30, 2022 $ 893,925 The following table summarizes the unobservable inputs used in the valuation of the derivatives during the nine months ended June 30, 2022: Expected term 0.42 - 2 years Discount rate 7.12% - 15.00% Volatility 75% - 110.0% | Fair value measurement ● The company determines the fair value of its assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive 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 is one or more unobservable inputs which are significant to the fair value measurement. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The derivative liabilities are recognized at fair value on a recurring basis at September 30, 2021 and are Level 3 measurements. There have been no transfers between levels . The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 1,058,633 1,058,633 Total $ — $ — $ 1,058,633 $ 1,058,633 The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Balance as of September 30, 2020 $ — Derivative liability issued with convertible debentures 1,217,650 Change in fair value (159,017) Balance as of September 30, 2021 $ 1,058,633 The following table summarizes the unobservable inputs used in the valuation of the derivatives during the nine months ended September 30, 2021: Expected term 1.17 – Discount rate 7.12% – Volatility 90% – |
Convertible debt and derivative treatment | Convertible debt and derivative treatment When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock, and b) classified in shareholders’ equity in its statement of financial position. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. | |
Convertible debt and beneficial conversion features | Convertible debt and beneficial conversion features If the conversion feature is not treated as a derivative, we assess whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. We amortize the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. | Convertible debt and beneficial conversion features If the conversion feature is not treated as a derivative, the Company assesses whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheets. The Company amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. |
Advertising costs | Advertising costs We expense all advertising costs as incurred. Advertising and marketing costs for the nine months ended June 30, 2022, and 2021 were $4,232,734 and $776,086, respectively. | Advertising costs The Company expenses all advertising costs as incurred. Advertising and marketing costs for the twelve months ended September 30, 2021, and 2020, were $981,878 and $143,096, respectively. |
Revenue recognition | Revenue recognition We recognize revenue in accordance with ASC 606 , Revenue from Contracts with Customers ● executed contracts with our customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when we satisfy each performance obligation. Performance obligations and significant judgments Our revenue streams can be categorized into the following performance obligations and recognition patterns: ● Delivery of streaming services including content encoding and hosting. We recognize revenue over the term of the service based on bandwidth usage. ● Delivery of subscription content services in customized formats. We recognize revenue over the term of the service. ● Delivery of hardware for ongoing subscription content delivery through software. We recognize revenue at the point of hardware delivery. ● Revenue share arrangements, where platform providers distribute our licensed content and providers pay us a portion of the usage-based advertising revenues. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, we do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. | Revenue recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. Performance obligations and significant judgments The Company’s revenue streams can be categorized into the following performance obligations and recognition patterns: ● Delivery of streaming services including content encoding and hosting. The Company recognizes revenue over the term of the service based on bandwidth usage. ● Delivery of subscription content services in customized formats. The Company recognizes revenue over the term of the service. ● Delivery of hardware for ongoing subscription content delivery through software. The Company recognizes revenue at the point of hardware delivery. ● Revenue share arrangements, where platform providers distribute the Company’s licensed content and providers pay the Company a portion of the usage-based advertising revenues. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, the Company does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. Customer acquisition costs The Company records commission expense associated with subscription revenue. Commissions are included in operating expenses. The Company has elected the practical expedient that allows the Company to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. |
Customer acquisition costs | Customer acquisition costs We record commission expense associated with subscription revenue. Commissions are included in operating expenses. We have elected the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. | |
Cost of revenue | Cost of revenue Cost of revenue represents the amortized cost of ongoing licensing and hosting fees, which is recognized over time based on usage patterns. The depreciation expense associated with the Loop players is not included in cost of sales. | Cost of revenue Cost of revenue represents the cost of the delivered hardware and related bundled software and is recognized at the time of sale. For ongoing licensing and hosting fees, cost of sales is recognized over time based on usage patterns. |
Deferred income | Deferred income We bill subscription services in advance of when the service period is performed. The deferred income recorded at June 30, 2022, and September 30, 2021 represents our accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. | Deferred income The Company bills subscription services in advance of when the service period is performed. The deferred income recorded at September 30, 2021 and September 30, 2020, represents the Company’s accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. |
Net loss per share | Net loss per share We account for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at June 30, 2022, and September 30, 2021, respectively, because their inclusion would have been anti-dilutive. June 30, September 30, 2022 2021 Options to purchase common stock 18,966,306 17,833,356 Warrants to purchase common stock 17,930,025 15,464,700 Series A preferred stock — — Series B preferred stock — 20,000,000 Convertible debentures 4,942,491 5,815,323 Total common stock equivalents 41,838,822 59,113,379 | Net loss per share The Company accounts for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2021, and September 30, 2020, respectively, because their inclusion would have been anti-dilutive. September 30, September 30, 2021 2020 Options to purchase common stock 17,833,356 8,312,306 Warrants to purchase common stock 15,464,700 8,217,376 Series A preferred stock — 3,066,700 Series B preferred stock 20,000,000 20,000,000 Convertible debentures 5,815,323 6,908,637 Total common stock equivalents 59,113,379 46,505,019 |
Shipping and handling costs | Shipping and handling costs A shipping and handling fee is charged to customers and recorded as revenue at the time of sale. The associated cost of shipping and handling is recorded as a cost of revenue at the time of service. | |
Income taxes | Income taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. | |
Stock-based compensation | Share-based compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the share-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. | Stock-based compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. |
Recently adopted accounting pronouncements | Recent accounting pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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) | Recently adopted accounting pronouncements In March 2019, the FASB issued ASU 2019-02, Entertainment — — — — — — |
Accounting standards issued but not yet effective | Accounting standards issued but not yet effective In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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) |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of estimated useful lives | Equipment 3 5 Software 3 years | |
Schedule of fair value measurements | The following table summarizes fair value measurements of the Derivative Liability as of June 30, 2022: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 893,925 893,925 Total $ — $ — $ 893,925 $ 893,925 The following table summarizes fair value measurements of the Derivative Liability as of September 30, 2021: Quoted Prices in Significant Active Markets Significant Other Unobservable For Identical Items Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liabilities — — 1,058,633 1,058,633 Total $ — $ — $ 1,058,633 $ 1,058,633 | |
Schedule of fair value measurements | The following table summarizes changes in fair value measurements of the Derivative Liability during the nine months ended June 30, 2022: Balance as of September 30, 2021 $ 1,058,633 Derivative liability issued with convertible debentures — Change in fair value (164,708) Balance as of June 30, 2022 $ 893,925 The following table summarizes the unobservable inputs used in the valuation of the derivatives during the nine months ended June 30, 2022: Expected term 0.42 - 2 years Discount rate 7.12% - 15.00% Volatility 75% - 110.0% | The following table summarizes changes in fair value measurements of the Derivative Liability during the twelve months ended September 30, 2021: Balance as of September 30, 2020 $ — Derivative liability issued with convertible debentures 1,217,650 Change in fair value (159,017) Balance as of September 30, 2021 $ 1,058,633 |
Schedule of weighted average diluted shares | The following securities are excluded from the calculation of weighted average diluted shares at June 30, 2022, and September 30, 2021, respectively, because their inclusion would have been anti-dilutive. June 30, September 30, 2022 2021 Options to purchase common stock 18,966,306 17,833,356 Warrants to purchase common stock 17,930,025 15,464,700 Series A preferred stock — — Series B preferred stock — 20,000,000 Convertible debentures 4,942,491 5,815,323 Total common stock equivalents 41,838,822 59,113,379 | The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2021, and September 30, 2020, respectively, because their inclusion would have been anti-dilutive. September 30, September 30, 2021 2020 Options to purchase common stock 17,833,356 8,312,306 Warrants to purchase common stock 15,464,700 8,217,376 Series A preferred stock — 3,066,700 Series B preferred stock 20,000,000 20,000,000 Convertible debentures 5,815,323 6,908,637 Total common stock equivalents 59,113,379 46,505,019 |
INVENTORY (Tables)_2
INVENTORY (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory | Our finished goods inventory consisted of the following on June 30, 2022, and September 30, 2021: June 30, September 30, 2022 2021 Computers $ 7,830 $ 6,881 Hasp keys 4,724 3,581 Loop player — 212,586 Total inventory $ 12,554 $ 223,048 | The Company’s finished goods inventory consisted of the following on September 30, 2021, and September 30, 2020: September 30, September 30, 2021 2020 Computers $ 6,881 $ 13,522 Hasp keys 3,581 633 Loop player 212,586 24,920 Total inventory $ 223,048 $ 39,075 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Table Text Block Supplement [Abstract] | ||
Schedule of other intangible assets | Our other intangible assets, each definite lived assets, consisted of the following as of June 30, 2022, and September 30, 2021: June 30, September 30, Useful life 2022 2021 Customer relationships nine years $ 1,012,000 $ 1,012,000 Content library two years 198,000 198,000 Total intangible assets, gross 1,210,000 1,210,000 Less: accumulated amortization (591,556) (507,222) Total (591,556) (507,222) Total intangible assets, net $ 618,444 $ 702,778 | The Company’s other intangible assets, each definite lived assets, consisted of the following as of September 30, 2021, and September 30, 2020: September 30, September 30, Useful life 2021 2020 Screenplay brand not applicable $ — $ 130,000 Customer relationships nine years 1,012,000 1,012,000 Content library two years 198,000 198,000 Total intangible assets 1,210,000 1,340,000 Less: accumulated amortization (507,222) (376,889) Total intangible assets, net $ 702,778 $ 963,111 |
LEASES (Tables)_2
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Schedule of lease liability | June 30, September 30, 2022 2021 Short term portion $ 119,178 $ 167,101 Long term portion — 75,530 Total lease liability $ 119,178 $ 242,631 | September 30, September 30, 2021 2020 Short term portion $ 167,101 $ 139,858 Long term portion 75,530 248,540 Total lease liability $ 242,631 $ 388,398 |
Schedule of maturity analysis | Maturity analysis under these lease agreements are as follows: 2022 (remaining months) $ 46,414 2023 84,175 Total undiscounted cash flows 130,589 Less: 10% Present value discount (11,411) Lease liability $ 119,178 | 2022 $ 184,480 2023 84,175 Total undiscounted cash flows 268,656 Less: 10% Present value discount (26,025) Lease liability $ 242,631 |
Schedule of lease expense | Nine months ended June 30, 2022 2021 Operating lease expense $ 133,332 $ 137,530 Short-term lease expense 6,600 7,000 Total lease expense $ 139,932 $ 144,530 | Twelve months ended September 30, September 30, 2021 2020 Operating lease expense $ 177,777 $ 169,029 Short-term lease expense 8,400 3,250 Total lease expense $ 186,177 $ 172,279 |
Schedule of weighted-average remaining lease term and discount rate | Weighted-average remaining lease term and discount rate for operating leases are as follows: Weighted-average remaining lease term 0.73 years Weighted-average discount rate 10 % | Weighted-average remaining lease term 1.44 years Weighted-average discount rate 10 % |
ACCOUNTS PAYABLE AND ACCRUED _5
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following as of June 30, 2022, and September 30, 2021: June 30, September 30, 2022 2021 Accounts payable $ 3,739,527 $ 1,147,585 Interest payable 190,515 106,631 Payroll liabilities 20,250 20,250 Other accrued liabilities 5,496,862 307,977 Accrued liabilities 5,707,627 434,858 Accrued royalties 3,316,708 633,463 Total accounts payable and accrued expenses $ 12,763,862 $ 2,215,906 | September 30, September 30, 2021 2020 Accounts payable $ 1,147,581 $ 253,677 Interest payable 106,631 166,290 Accrued liabilities 941,440 537,884 Payroll liabilities 20,250 44,855 Total accounts payable and accrued expenses $ 2,215,902 $ 1,002,706 |
CONVERTIBLE DEBENTURES PAYABL_7
CONVERTIBLE DEBENTURES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||
Schedule of convertible debentures to related parties | Convertible debentures as of June 30, 2022: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party convertible debentures: Current Long Term Balance Cash PIK Maturity Date issued $3,000,000 convertible debenture amended October 23, 2020 (1) $ — $ — $ — — — — — $750,000 convertible debenture, December 1, 2020 (2) 673,753 — 750,000 4% 6% 12/1/2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) 705,041 — 800,000 4% 6% 12/1/2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) 349,730 — 400,000 4% 6% 12/1/2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) 347,168 — 400,000 4% 6% 12/1/2022 36,364 Total related party convertible debentures, net $ 2,075,692 $ — $ 2,350,000 Convertible debentures: $350,000 convertible debenture, January 12, 2021 (2) $ 311,993 $ — $ 350,000 4% 6% 12/1/2022 87,500 $250,000 convertible debenture, May 21, 2021 (2) 218,122 — 250,000 4% 6% 12/1/2022 22,727 $2,079,993 convertible debenture, May 9, 2022 (5) 72,466 142,714 2,079,993 10% — 12/1/2023 — Total convertible debentures, net $ 602,581 $ 142,714 $ 2,679,993 Convertible debentures as of September 30, 2021: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party convertible debentures: Current Long Term Balance Cash PIK Maturity Date issued $3,000,000 convertible debenture amended October 23, 2020 (1) $ 530,226 $ 876,256 $ 2,715,582 10% — 12/1/2023 3,550,709 $750,000 convertible debenture, December 1, 2020 (2) — 536,508 750,000 4% 6% 12/1/2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) — 534,114 800,000 4% 6% 12/1/2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) — 259,246 400,000 4% 6% 12/1/2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) — 252,070 400,000 4% 6% 12/1/2022 36,364 Total related party convertible debentures, net $ 530,226 $ 2,458,194 $ 5,065,582 Convertible debentures: $350,000 convertible debenture, January 12, 2021 (3) $ — $ 243,578 $ 350,000 4% 6% 12/1/2022 87,500 $250,000 convertible debenture, May 21, 2021 (4) — 160,741 250,000 4% 6% 12/1/2022 22,727 Total convertible debentures, net $ — $ 404,319 $ 600,000 | Convertible debentures as of September 30, 2021: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Current Long Term Balance Cash PIK Maturity Date issued Related party convertible debentures: $3,000,000 convertible debenture amended October 23, 2020 (1) $ 530,226 $ 876,256 $ 2,715,582 10% 01-12-2023 3,550,709 $750,000 convertible debenture, December 1, 2020 (2) — 536,508 750,000 4% 6% 01-12-2022 68,182 $800,000 convertible debenture, April 1, 2021 (2) — 534,114 800,000 4% 6% 01-12-2022 72,727 $400,000 convertible debenture, May 1, 2021 (2) — 259,246 400,000 4% 6% 01-12-2022 36,364 $400,000 convertible debenture, June 2, 2021 (2) — 252,070 400,000 4% 6% 01-12-2022 36,364 Total related party convertible debentures, net $ 530,226 $ 2,458,193 $ 5,065,582 Convertible debentures: $287,000 convertible debenture converted July 1, 2021 (3) $ — $ — $ — 10% 01-07-2021 $400,000 convertible debenture converted January 8, 2021 (4) — — — 11% 08-01-2021 $350,000 convertible debenture, January 12, 2021 (2) — 243,579 350,000 4% 6% 01-12-2022 87,500 $250,000 convertible debenture, May 21, 2021 (2) — 160,741 250,000 4% 6% 01-12-2022 22,727 Total convertible debentures, net $ — $ 404,320 $ 600,000 Convertible debentures as of September 30, 2020: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Current Long Term Balance Cash PIK Maturity Date issued Related party convertible debentures: $3,000,000 convertible debenture amended October 23, 2020 (1) $ — $ 1,239,677 $ 3,150,411 10% 01-12-2023 3,550,709 Total related party convertible debentures, net $ — $ 1,239,677 $ 3,150,411 Convertible debentures: $287,000 convertible debenture amended October 22, 2020 (3) $ 89,561 $ 177,799 $ 287,000 10% 01-07-2021 $400,000 convertible debenture amended August 20, 2019 (4) 326,143 — 326,143 11% 08-01-2021 Total convertible debentures, net $ 415,704 $ 177,799 $ 613,143 (1) Unsecured convertible debentures (at $0.60 per common share) issued to related parties, amended October 23, 2020, interest at 10% per annum beginning November 1, 2020, monthly payments of unpaid interest accrued at 12.5% per annum will be paid in arrears through March 31, 2021, beginning April 1, 2021, the Company began paying equal monthly installments of principal and interest at 10% per annum through December 1, 2023 . The debentures are convertible at any time prior to the maturity in whole or in parts into common shares of the Company at a price of $0.60 per common share. The Company issued 3,550,709 common share purchase warrants, with each warrant exercisable at $0.86 for a period of 10 years . The beneficial conversion feature totaled $612,313 and was recorded as a debt discount. The Company also recorded the allocated fair value of the warrants $2,387,687 as additional debt discount. (2) On December 1, 2020, the Company offered, in a private placement, the aggregate offering amount of up to $3,000,000 of Senior Secured Promissory Debentures, with a minimum subscription amount of $250,000 and common stock warrants with an aggregate exercise price of $750,000 and aggregate exercisable warrant shares of 272,727 shares. The Company treated the conversion feature as a derivative instrument. At the option of the Senior Secured Promissory Note holders, the notes are convertible at the earlier of a change of control event, a Qualified IPO, both of which are defined in the Promissory Note Agreement or the maturity date of December 1, 2022. If the conversion takes place at the maturity date, the note will be converted in whole or in parts (which cannot be less than 50% of the amount due under the note) into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the thirty trading day period ending one trading day prior to the maturity date. If the conversion takes place at the change of control date, the note will be converted into an amount of shares equal to the amount due divided by the average of the VWAP of common stock during each trading day during the ten trading day period ending one trading day prior to the change of control effective date. In the event of a Qualified IPO, but subject to the closing of such Qualified IPO, the amount due shall convert in full on the closing date of such Qualified IPO into a number of shares equal to the amount due on such closing date divided by the applicable IPO conversion price, as defined in the Promissory Note Agreement. The Senior Secured Promissory Debentures under the offering accrue cash interest at 4% per annum and payment in kind (PIK) interest at 6% payable in the Company’s common stock, determined on a 360-day basis. Cash interest is payable in advance for the period from the issue date to November 30, 2021, and then is payable six months in arrears on June 1, 2022, then six months in arrears on December 1, 2022. The accrued PIK interest is payable in shares of common stock in an amount equal to the amount of PIK Interest accrued as of such date, divided by the volume weighted average price (VWAP) of common stock during each trading day during the ten-trading day period ending one trading day prior to the PIK Interest Payment due dates of June 1, 2021, December 1, 2021, June 1, 2022, and December 1, 2022. The proceeds received upon issuing the Senior Secured Promissory Debentures were first allocated to the fair value of the embedded features with the remainder to the debt host instrument. ● $750,000 December 1, 2020 debenture the fair value of the conversion feature of $339,216 and the allocated fair value of the warrants of $26,770 were recorded as debenture discount. ● $350,000 January 12, 2021 debenture the fair value of the conversion feature of $139,751 and the allocated fair value of the warrants of $31,282 were recorded as debenture discount. ● $800,000 April 1, 2021 debenture the fair value of the conversion feature of $319,431 and the allocated fair value of the warrants of $60,406 were recorded as debenture discount. ● $400,000 May 1, 2021 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $31,309 were recorded as debenture discount. ● $250,000 May 21, 2021 debenture the fair value of the conversion feature of $99,822 and the allocated fair value of the warrants of $14,940 were recorded as debenture discount. ● $400,000 June 2, 2020 debenture the fair value of the conversion feature of $159,715 and the allocated fair value of the warrants of $30,481 were recorded as debenture discount. (3) Convertible debentures (at $0.60 per common share) issued to a former officer of the Company, interest at 10% per annum, amended as of October 22, 2020, provides those monthly payments of $7,939 including principal and interest are to be made beginning December 1, 2020 through its maturity date of December 1, 2023; secured by 5,000,000 shares of the Company’s common stock which are owned by the Company’s Chief Executive Officer. The debenture is convertible at any time prior to December 1, 2023, in whole or in parts into common stock of the Company at a price of $0.60 per common share. As the effective conversion rate based on the principal $287,000 was $0.60 per share which was less than the Company’s stock price on the date of issuance, a beneficial conversion feature was present at the issuance date. The beneficial conversion feature totaled $30,996 and was recorded as a debt discount. For the twelve months ended September 30, 2021, principal payments totaled $40,956. On July 2, 2021, $216,105 total debenture and $1,800 of unpaid accrued interest was converted into 363,176 shares of common stock and the Company recognized a gain on debt extinguishment of $15,006 on debenture discount. (4) Secured convertible debenture (primary interest in all Company assets), interest at 11% per annum, accrued monthly and the outstanding principal and unpaid accrued interest was due January 8, 2021. $326,143 total debenture and $50,213 of unpaid accrued interest was converted into 1,003,618 shares of common stock on January 8, 2021. The lender received 1,003,618 shares of common stock from this conversion and the Company recognized no gain or loss. |
Schedule of interest expense related to the contractual interest coupon and the amortization of debt discounts on the convertible debentures | Nine months ended June 30, 2022 2021 Interest expense $ 385,086 $ 488,248 Amortization of debt discounts 1,199,498 954,081 Total $ 1,584,584 $ 1,442,329 | Twelve months ended September 30, 2021 2020 Interest expense $ 605,839 $ 303,936 Interest accretion 449,096 0 Amortization of debt discounts 621,274 630,992 Total $ 1,676,209 $ 934,928 |
Schedule of maturity analysis under total convertible debentures | For the years ended September 30, 2022 $ 1,132,205 2023 4,200,761 2024 332,619 Convertible debentures payable, related and non related party 5,665,585 Less: Debt discount on convertible debentures payable (2,272,847) Total convertible debentures payable, related and non related party, net $ 3,392,738 | |
Convertible debentures. | ||
Debt Instrument [Line Items] | ||
Schedule of maturity analysis under total convertible debentures | For the three months remaining 2022 $ — 2023 4,795,763 2024 234,230 Convertible debentures payable, related and non-related party 5,029,993 Less: Debt discount on convertible debentures payable (2,209,006) Total convertible debentures payable, related and non-related party, net $ 2,820,987 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Line of Credit Facility [Line Items] | ||
Schedule of maturities of debt | For the years ended September 30, 2022 $ 1,132,205 2023 4,200,761 2024 332,619 Convertible debentures payable, related and non related party 5,665,585 Less: Debt discount on convertible debentures payable (2,272,847) Total convertible debentures payable, related and non related party, net $ 3,392,738 | |
Non-revolving line of credit | ||
Line of Credit Facility [Line Items] | ||
Schedule of classifications of non-revolving line of credit | Non-Revolving Lines of Credit as of June 30, 2022: Unpaid Contractual Net Carrying Value Principal Interest Contractual Warrants Related party non-revolving line of credit: Current Long Term Balance Rates Maturity Date issued $4,022,986 non-revolving line of credit, April 25, 2022 (1) $ — $ 2,203,064 $ 4,022,986 12 % 10/25/2023 1,149,425 Total related party non-revolving line of credit, net $ — $ 2,203,064 $ 4,022,986 Non-revolving line of credit: $2,200,000 non-revolving line of credit, May 13, 2022 (2) $ — 1,316,246 2,200,000 12 % 11/13/2023 628,575 Total non-revolving line of credit, net $ — $ 1,316,246 $ 2,200,000 Non-Revolving Lines of Credit as of September 30, 2021: Unpaid Contractual Net Carrying Value Principal Interest Contractual Warrants Related party non-revolving line of credit: Current Long Term Balance Rates Maturity Date issued $4,022,986 non-revolving line of credit, April 25, 2022 (1) $ — $ — $ — — — — Total related party non-revolving line of credit, net $ — $ — $ — Non-revolving line of credit: $2,200,000 non-revolving line of credit, May 13, 2022 (2) $ — — — — — — Total non-revolving line of credit, net $ — $ — $ — (1) On February 23, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “Prior Loan Agreement”), with Excel Family Partners, LLLP (“Excel”), an entity managed by Bruce Cassidy, a member of the Company’s board of directors, for aggregate loans of up to $1.5 million, which was amended on April 13, 2022, to increase the aggregate amount to $2.0 million (the “$2m Loan”). On April 25, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “Loan Agreement”) with Excel for an aggregate principal amount of $4,022,986 (the “Loan”). The Loan matures eighteen On April 25, 2022, we used $2.022 million of the proceeds of the Loan to prepay all of the remaining outstanding principal and interest of the $2m Loan and the Prior Loan Agreement was terminated in connection with such prepayment. In connection with the Loan, on April 25, 2022, we issued a warrant for an aggregate of up to 1,149,425 shares of our common stock. The warrant has an exercise price of $1.75 per share, expires on April 25, 2025 and shall be exercisable at any time prior to the expiration date. Under the Loan Agreement, we granted to the lender a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof. (2) On May 13, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “RAT Loan Agreement”) with several institutions and individuals and RAT Investment Holdings, LP, as administrator of the loan (the “Loan Administrator”) for aggregate principal amount of $2.2 million (the “RAT Loan”). The RAT Loan matures eighteen In connection with the RAT Loan Agreement, on May 13, 2022, we issued a warrant (each a “Warrant” and collectively, the “Warrants”) to each lender under the RAT Loan Agreement for an aggregate of up to 628,575 shares of our common stock (the “Warrant Shares”). Each Warrant has an exercise price of $1.75 per share, expires on May 13, 2025, and shall be exercisable at any time prior to the expiration date | |
Schedule of interest expenses of debt | Nine months ended June 30, 2022 2021 Interest expense $ 117,224 $ — Amortization of debt discounts 333,294 — Total $ 450,518 $ — | |
Schedule of maturities of debt | For the three months remaining 2022 $ — 2023 — 2024 6,222,986 Non-revolving lines of credit payable, related and non-related party 6,222,986 Less: Debt discount on non-revolving lines of credit payable (2,703,676) Total non-revolving lines of credit payable, related and non-related party, net $ 3,519,310 |
STOCK OPTIONS AND WARRANTS (T_2
STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | ||
Schedule of stock option activity | The following table summarizes the stock option activity for the nine months ended June 30, 2022: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding at September 30, 2021 17,833,356 $ 1.04 8.30 $ 25,478,339 Grants 1,471,200 2.46 9.49 4,527,654 Exercised — — — — Expired — — — — Forfeited (338,251) (2.13) — — Outstanding at June 30, 2022 18,966,305 $ 1.13 7.68 $ 30,005,993 Exercisable at June 30, 2022 13,652,168 $ 0.99 7.32 $ 23,582,392 | The following table summarizes the stock option activity for the twelve months ended September 30, 2021 and September 30, 2020, respectively: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding at September 30, 2019 5,812,306 $ 0.70 8.66 $ 10,179,515 Grants 2,500,000 0.89 9.96 3,899,750 Exercised — — — — Expired — — — — Forfeited — — — — Outstanding at September 30, 2020 8,312,306 $ 0.76 8.28 $ 14,079,265 Grants 9,670,216 1.29 9.34 11,399,074 Exercised — — — — Expired — — — — Forfeited (149,166) 1.10 — — Outstanding at September 30, 2021 17,833,356 $ 1.04 8.30 $ 25,478,339 Exercisable at September 30, 2021 11,298,290 $ 0.90 7.82 $ 17,587,909 |
Schedule of related to stock options | The following table presents information related to stock options on June 30, 2022: Options outstanding Weighted Options average exercisable Exercise Number of remaining life number of price options in years options $ 0.86 1,148,371 4.17 1,148,371 0.66 4,663,935 6.34 4,663,935 0.89 2,500,000 7.96 2,008,000 1.10 7,882,799 8.37 4,607,142 0.57 300,000 8.67 300,000 2.84 250,000 8.83 250,000 2.75 600,000 8.85 216,667 2.35 125,000 9.22 15,278 2.40 50,000 9.08 — 2.50 50,000 9.09 50,000 2.30 836,200 9.27 392,775 2.75 425,000 9.82 — 2.58 135,000 9.88 — 18,966,305 13,652,168 | The following table presents information related to stock options on September 30, 2021: Options outstanding Weighted Options average exercisable Exercise Number of remaining life number of price options in years options 0.86 1,148,371 4.91 1,148,371 0.66 4,663,935 7.09 4,663,935 0.89 2,500,000 8.71 1,630,000 1.10 8,021,049 9.12 3,186,539 0.57 300,000 9.42 300,000 2.84 450,000 9.58 250,000 2.75 600,000 9.59 66,667 2.35 50,000 9.81 2,778 2.40 50,000 9.82 — 2.50 50,000 9.84 50,000 17,833,356 11,298,290 |
Schedule of fair value of options | We calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: June 30, 2022 Weighted average fair value of options granted $ 1.13 Expected life 5.00 -10.00 years Risk-free interest rate 0.01 - 2.93 % Expected volatility 55.80 - 73.00 % Expected dividends yield — % Forfeiture rate — % | The Company calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: September 30, 2021 Weighted average fair value of options granted $ 2.03 Expected life 5.00 10.00 Risk-free interest rate 0.01 - 1.56 % Expected volatility 50.00 - 58.85 % Expected dividends yield 0 % Forfeiture rate 0 % |
Schedule of warrants outstanding and related prices | The following table summarizes the changes in warrants outstanding and the related prices for the shares of our common stock: Warrants outstanding Warrants exercisable Weighted Weighted average average remaining Weighted remaining contractual average contractual Number life exercise Number life Exercise prices outstanding (years) price exercisable (years) $ 0.86 3,850,709 4.87 0.86 3,850,709 4.87 0.38 2,000,000 4.44 0.38 2,000,000 4.44 0.75 2,666,667 7.70 0.75 2,666,667 7.70 2.75 323,864 0.42 2.75 323,864 0.42 2.80 50,000 8.82 2.80 50,000 8.82 2.75 6,573,460 2.25 2.75 6,573,460 2.25 2.35 187,324 4.71 2.35 62,733 4.71 1.75 1,149,425 2.82 1.75 1,149,425 2.82 1.75 628,575 2.87 1.75 628,575 2.87 3.00 200,000 2.88 3.00 110,000 2.88 2.65 300,000 2.96 2.65 — 2.96 | The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock: Warrants outstanding Warrants exercisable Weighted Weighted average average remaining Weighted remaining contractual average contractual Number life exercise Number life Exercise prices outstanding (years) price exercisable (years) $ 0.86 3,850,709 5.62 $ 0.86 3,850,709 5.62 0.38 2,000,000 5.19 0.38 2,000,000 5.19 0.75 2,666,667 8.45 0.75 2,666,667 8.45 2.75 323,864 1.17 2.75 323,864 1.17 2.80 50,000 9.57 2.80 50,000 9.57 2.75 6,573,460 3.00 2.75 6,573,460 3.00 |
Schedule of warrant activity | The following table summarizes the warrant activity for the nine months ended June 30, 2022: Weighted average exercise Number of price per shares share Outstanding at September 30, 2021 15,464,700 $ 1.63 Issued 2,465,324 2.01 Exercised — — Expired — — Outstanding at June 30, 2022 17,930,024 $ 1.68 | The following table summarizes the warrant activity for the twelve months ended September 30, 2021, and 2020: Weighted average exercise Number of price per shares share Outstanding at September 30, 2019 5,550,709 $ 0.68 Issued 2,666,667 0.75 Exercised — — Expired — — Outstanding at September 31, 2020 8,217,376 $ 0.73 Issued 7,247,324 2.67 Exercised — — Expired — — Outstanding at September 30, 2021 15,464,700 $ 1.63 |
Schedule of fair value of warrants issued | June 30, 2022 Weighted average fair value of warrants granted $ 0.74 Expected life 1.75 - 10 years Risk-free interest rate 0.15 - 3.35 % Expected volatility 57.30 - 73.00 % Expected dividends yield — % Forfeiture rate — % | The Company calculated the fair value of warrants issued using the Black-Scholes option pricing model, with the following assumptions: September 30, 2021 Weighted average fair value of warrants granted $ 1.21 Expected life 1.75 - 10 years Risk-free interest rate 0.15% to 1.58% Expected volatility 57.30% to 58.65% Expected dividends yield 0 % Forfeiture rate 0 % |
BUSINESS (Details Narrative)_2
BUSINESS (Details Narrative) | 9 Months Ended | 12 Months Ended | ||||||
Jun. 08, 2020 | Feb. 06, 2020 | May 18, 2016 | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2019 | |
Quarterly active units | item | 12,584 | |||||||
Number of initial partner's screens launched | item | 5,000 | |||||||
Remaining number of screens rolled-out | item | 12,000 | |||||||
Reverse stock split | 1 for 1.5 reverse stock split of the Company’s common stock became effective. | |||||||
Cash | $ | $ 709,725 | $ 4,162,548 | $ 1,971,923 | |||||
Accumulated deficit | $ | (81,763,526) | (66,842,416) | (35,867,920) | |||||
Net cash used in operating activities | $ | $ (8,832,956) | $ (7,040,035) | $ (9,529,061) | $ (4,408,232) | ||||
Loop Media, Inc. [Member] | Merger Agreement [Member] | ||||||||
Percentage of voting interests acquired | 100% | |||||||
Equity interest issued | exchange for 152,823,970 shares of the Company’s common stock at an exchange ratio of 1:1. | |||||||
Loop Media, Inc. [Member] | ScreenPlay [Member] | ||||||||
Percentage of voting interests acquired | 100% | |||||||
Zixiao Chen [Member] | Purchase Agreement [Member] | ||||||||
Equity interest issued | Buyer transferred to the Company 2,000,000 shares of its common stock and agreed to assume and discharge any and all liabilities relating to the Business accruing up to the effective time of the Asset Purchase Agreement. |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 01, 2020 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) customer | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) segment | Sep. 30, 2020 USD ($) | |
Amount of investments that qualify as VIE | $ 0 | $ 0 | ||||
Number of reportable segments | 1 | 1 | ||||
Number of operating segments | 1 | 1 | ||||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | $ 0 | 0 | ||
FDIC insurance Limit | 3,655,716 | 459,725 | 3,655,716 | 1,695,763 | ||
Allowance for doubtful accounts | 216,238 | 445,946 | 216,238 | 0 | ||
Threshold amount for capitalization of Property and equipment | 3,000,000 | |||||
Inventory Valuation Reserves | 0 | 0 | 0 | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 750,000 | 1,499,937 | ||||
Goodwill impairment | 162,093 | |||||
Advertising costs | 4,232,734 | 776,086 | $ 981,878 | 143,096 | ||
Amortization of Intangible Assets | $ 933,036 | $ 783,567 | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Number of Major Customers | customer | 3 | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||
Concentration risk, percentage | 25% | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||
Concentration risk, percentage | 20% | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||||
Concentration risk, percentage | 11% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||
Concentration risk, percentage | 52% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||
Concentration risk, percentage | 24% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||||
Concentration risk, percentage | 18% | |||||
Minimum | ||||||
Finite-lived intangible asset, useful life | 2 years | |||||
Maximum | ||||||
Finite-lived intangible asset, useful life | 9 years | |||||
Maximum | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Concentration risk, percentage | 10% | |||||
Maximum | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Number of Major Customers | 3 | |||||
Concentration risk, percentage | 10% | |||||
Spkr Inc and EON Media Group [Member] | ||||||
Goodwill impairment | $ 719,688 | |||||
Spkr Inc. [Member] | ||||||
Asset impairment charges | 1,405,142 | |||||
EON Media Group Pte. Ltd [Member] | ||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 750,000 | |||||
Goodwill impairment | $ 4,442,487 | 4,442,487 | ||||
Eon Brand Names [Member] | ||||||
Asset impairment charges | $ 130,000 | $ 6,350,000 |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurement - Fair Value Measurements (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Derivative liabilities | $ 1,058,633 | |
Significant Unobservable Inputs (Level 3) | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 1,058,633 | |
Recurring | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Derivative liabilities | $ 893,925 | 1,058,633 |
Financial Liabilities Fair Value Disclosure, Total | 893,925 | 1,058,633 |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 893,925 | 1,058,633 |
Financial Liabilities Fair Value Disclosure, Total | $ 893,925 | $ 1,058,633 |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurement - Changes in Fair Value Measurements (Details) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) Y | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | $ 1,058,633 | |
Derivative liability issued with convertible debentures | $ 1,217,650 | |
Change in fair value | (159,017) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 893,925 | $ 1,058,633 |
Minimum | Expected term | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Liability, Measurement Input | Y | 1.17 | |
Minimum | Discount rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Liability, Measurement Input | 7.12 | |
Minimum | Derivative | Expected term | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Liability, Expected Term | 5 months 1 day | |
Minimum | Derivative | Discount rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Liability, Measurement Input | 7.12 | |
Minimum | Derivative | Volatility | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Liability, Measurement Input | 75 | |
Maximum | Expected term | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Liability, Measurement Input | Y | 2 | |
Maximum | Discount rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Liability, Measurement Input | 11.09 | |
Maximum | Derivative | Expected term | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Liability, Expected Term | 2 years | |
Maximum | Derivative | Discount rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Liability, Measurement Input | 15 | |
Maximum | Derivative | Volatility | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative Liability, Measurement Input | 110 |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total common stock equivalents | 41,838,822 | 59,113,379 | 46,505,019 |
Options to purchase common stock | |||
Total common stock equivalents | 18,966,306 | 17,833,356 | 8,312,306 |
Warrants to purchase common stock | |||
Total common stock equivalents | 17,930,025 | 15,464,700 | 8,217,376 |
Convertible debentures | |||
Total common stock equivalents | 4,942,491 | 5,815,323 | 6,908,637 |
Preferred Stock Class B | |||
Total common stock equivalents | 20,000,000 |
INVENTORY (Details)_2
INVENTORY (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Total inventory | $ 12,554 | $ 223,048 | $ 39,075 |
Computers | |||
Total inventory | 7,830 | 6,881 | 13,522 |
Hasp keys | |||
Total inventory | $ 4,724 | 3,581 | 633 |
Loop player | |||
Total inventory | $ 212,586 | $ 24,920 |
LICENSE CONTENT ASSETS (Detai_2
LICENSE CONTENT ASSETS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Term of license content asset | 2 years | 2 years | ||
License content asset - current | $ 420,789 | $ 850,263 | $ 454,000 | |
License content asset - non current | 36,797 | 365,360 | 246,280 | |
License content liability | 50,250 | 985,000 | ||
License content liability - current | 50,250 | 985,000 | 454,000 | |
License content liability - non current | 0 | 0 | $ 227,000 | |
Payments for license content liabilities | 853,500 | 699,000 | ||
Additions to license content liabilities | 47,500 | |||
Amortization expense | 933,036 | $ 783,567 | ||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 56,222 | |||
Payable in 2022 | 19,000 | 581,000 | ||
Payable in 2023 | $ 31,250 | 404,000 | ||
License content asset | ||||
Impairment of license asset | 2,260,799 | |||
Additions to license content assets | 47,500 | |||
Useful life | 2 years | |||
Amortization expense, 2022 | $ 436,346 | 1,058,773 | ||
Amortization expense, 2023 | $ 21,240 | $ 156,849 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total intangible assets, gross | $ 1,210,000 | $ 1,210,000 | $ 1,340,000 | |
Less: accumulated amortization | (591,556) | (507,222) | (376,889) | |
Total intangible accumulated amortization | (591,556) | (507,222) | ||
Total intangible assets, net | $ 618,444 | $ 702,778 | 963,111 | |
Useful life | 5 years 6 months | 6 years 2 months 12 days | ||
Screenplay Brand [Member] | ||||
Total intangible assets, gross | 130,000 | |||
Customer relationships | ||||
Total intangible assets, gross | $ 1,012,000 | $ 1,012,000 | 1,012,000 | |
Useful life | 9 years | 9 years | ||
Content library | ||||
Total intangible assets, gross | $ 198,000 | $ 198,000 | $ 198,000 | |
Useful life | 2 years | 2 years | ||
Technology [Member] | ||||
Useful life | 2 years |
GOODWILL AND OTHER INTANGIBLE_8
GOODWILL AND OTHER INTANGIBLE ASSETS (Details narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 | Oct. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 27, 2021 | |
Goodwill balance | $ 1,970,321 | $ 1,970,321 | $ 583,086 | ||||
Useful life | 5 years 6 months | 6 years 2 months 12 days | |||||
Goodwill impairment | $ 162,093 | ||||||
Amortization expense | $ 84,333 | $ 727,715 | 1,451,773 | 218,306 | |||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 56,222 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling Twelve Months | 112,444 | 112,444 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Two | 112,444 | 112,444 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Three | 112,444 | 112,444 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Four | 112,444 | 112,444 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling after Year Four | $ 112,444 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Five | 112,444 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling after Year Five | 140,556 | ||||||
Intellectual Property [Member] | Common class B | |||||||
Acquired assets | 6,350,000 | ||||||
Technology [Member] | |||||||
Useful life | 2 years | ||||||
Acquired assets | $ 2,671,233 | ||||||
Eon Brand Names [Member] | |||||||
Asset impairment charges | $ 130,000 | ||||||
Spkr Inc and EON Media Group [Member] | |||||||
Goodwill impairment | 719,688 | ||||||
Goodwill adjustments | 74,937 | ||||||
EON Media Group | |||||||
Goodwill balance | $ 5,829,722 | ||||||
Acquired assets | $ 2,300,000 | ||||||
Useful life | 20 years | ||||||
Goodwill impairment | 4,442,487 | ||||||
Asset impairment charges | 2,251,513 | ||||||
Spkr Inc. [Member] | |||||||
Asset impairment charges | $ 1,405,142 |
LEASES (Details)_2
LEASES (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Leases [Abstract] | |||
Short term portion | $ 119,178 | $ 167,101 | $ 146,153 |
Long term portion | 75,530 | 242,245 | |
Total lease liability | $ 119,178 | $ 242,631 | $ 388,398 |
LEASES (Details 1)_2
LEASES (Details 1) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||
2022 | $ 46,414 | ||
2023 | 84,175 | $ 184,480 | |
2023 | 84,175 | ||
Total undiscounted cash flows | 130,589 | 268,656 | |
Less: 10% Present value discount | (11,411) | (26,025) | |
Lease liability | $ 119,178 | $ 242,631 | $ 388,398 |
LEASES (Details 2)_2
LEASES (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases. | ||||
Operating lease expense | $ 133,332 | $ 137,530 | $ 177,777 | $ 169,029 |
Short-term lease expense | 6,600 | 7,000 | 8,400 | 3,250 |
Total lease expense | $ 139,932 | $ 144,530 | $ 186,177 | $ 172,279 |
LEASES (Details 3)_2
LEASES (Details 3) | Jun. 30, 2022 | Sep. 30, 2021 |
Lease Detail 3 [Abstract] | ||
Weighted-average remaining lease term | 8 months 23 days | 1 year 5 months 8 days |
Weighted-average discount rate | 10% | 10% |
LEASES (Details Narrative)_2
LEASES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease Detail Narrative [Abstract] | ||||
Cash payments against lease liabilities | $ 138,066 | $ 134,207 | $ 179,089 | $ 165,550 |
Accretion on lease liability | $ 14,613 | $ 26,084 | $ 32,936 | $ 42,755 |
ACCOUNTS PAYABLE AND ACCRUED _6
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Accounts Payable And Accrued Expenses. | |||
Accounts payable | $ 3,739,527 | $ 1,147,585 | $ 253,677 |
Interest payable | 190,515 | 106,631 | 166,290 |
Payroll liabilities | 20,250 | 20,250 | 44,855 |
Other accrued liabilities | 5,496,862 | 307,977 | |
Accrued liabilities | 5,707,627 | 434,858 | |
Accrued royalties | 3,316,708 | 633,463 | |
Total accounts payable and accrued expenses | $ 12,763,862 | $ 2,215,906 | $ 1,002,706 |
CONVERTIBLE DEBENTURES PAYABL_8
CONVERTIBLE DEBENTURES PAYABLE (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Sep. 30, 2020 | |
Current - related parties | $ 2,075,692 | $ 530,226 | |||
Net Carrying Value Long Term - related party | 2,458,194 | ||||
Unpaid Principal Balance - related parties | 2,350,000 | 5,065,582 | $ 3,150,411 | ||
Current - nonrelated parties | 602,581 | 415,704 | |||
Net Carrying Value Long Term - nonrelated party | 142,714 | 404,320 | |||
Convertible debt, less current portion, net | 142,714 | 404,319 | 1,239,677 | ||
Unpaid Principal Balance - nonrelated parties | 2,679,993 | 600,000 | 613,143 | ||
Warrants issued | 254,013 | 82,000 | |||
$3,000,000 Convertible Debenture Amended October 23, 2020 | |||||
Convertible debenture | $ 3,000,000 | 3,000,000 | 3,000,000 | ||
Current - related parties | 530,226 | ||||
Net Carrying Value Long Term - related party | 876,256 | ||||
Unpaid Principal Balance - related parties | $ 2,715,582 | $ 3,150,411 | |||
Percentage of cash interest | 10% | 10% | |||
Interest rate | 10% | 10% | |||
Maturity date | Dec. 01, 2023 | ||||
Warrants issued | $ 3,550,709 | ||||
$750,000 convertible debenture, December 1, 2020 | |||||
Convertible debenture | $ 750,000 | 750,000 | |||
Current - related parties | 673,753 | ||||
Net Carrying Value Long Term - related party | 536,508 | ||||
Unpaid Principal Balance - related parties | $ 750,000 | $ 750,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 68,182 | $ 68,182 | |||
$800,000 convertible debenture, April 1, 2021 | |||||
Convertible debenture | 800,000 | 800,000 | |||
Current - related parties | 705,041 | ||||
Net Carrying Value Long Term - related party | 534,114 | ||||
Unpaid Principal Balance - related parties | $ 800,000 | $ 800,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 72,727 | $ 72,727 | |||
$400,000 convertible debenture, May 1, 2021 | |||||
Convertible debenture | 400,000 | 400,000 | |||
Current - related parties | 349,730 | ||||
Net Carrying Value Long Term - related party | 259,246 | ||||
Unpaid Principal Balance - related parties | $ 400,000 | $ 400,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 36,364 | $ 36,364 | |||
$400,000 convertible debenture, June 2, 2021 | |||||
Convertible debenture | 400,000 | 400,000 | |||
Current - related parties | 347,168 | ||||
Net Carrying Value Long Term - related party | 252,070 | ||||
Unpaid Principal Balance - related parties | $ 400,000 | $ 400,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 36,364 | $ 36,364 | |||
$287,000 convertible debenture amended October 22, 2020 | |||||
Convertible debenture | $ 287,000 | ||||
Current - related parties | 89,561 | ||||
Unpaid Principal Balance - related parties | $ 287,000 | ||||
Percentage of cash interest | 10% | ||||
$400,000 convertible debenture converted January 8, 2021 | |||||
Convertible debenture | $ 400,000 | $ 400,000 | |||
Percentage of cash interest | 11% | ||||
$350,000 convertible debenture, January 12, 2021 | |||||
Convertible debenture | 350,000 | $ 350,000 | |||
Unpaid Principal Balance - related parties | 350,000 | ||||
Current - nonrelated parties | 311,993 | ||||
Net Carrying Value Long Term - nonrelated party | 243,578 | ||||
Unpaid Principal Balance - nonrelated parties | $ 350,000 | $ 350,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 87,500 | $ 87,500 | |||
$250,000 convertible debenture, May 21, 2021 | |||||
Convertible debenture | 250,000 | 250,000 | |||
Unpaid Principal Balance - related parties | 250,000 | ||||
Current - nonrelated parties | 218,122 | ||||
Net Carrying Value Long Term - nonrelated party | 160,741 | ||||
Unpaid Principal Balance - nonrelated parties | $ 250,000 | $ 250,000 | |||
Percentage of cash interest | 4% | 4% | |||
Interest rate | 6% | 6% | |||
Maturity date | Dec. 01, 2022 | Dec. 01, 2022 | |||
Warrants issued | $ 22,727 | $ 22,727 | |||
$2,079,993 convertible debenture, May 9, 2022 | |||||
Convertible debenture | 2,079,993 | ||||
Current - related parties | 72,466 | ||||
Net Carrying Value Long Term - related party | 142,714 | ||||
Unpaid Principal Balance - related parties | $ 2,079,993 | ||||
Percentage of cash interest | 10% | ||||
Maturity date | Dec. 01, 2023 | ||||
$400,000 convertible debenture amended August 20, 2019 | |||||
Current - related parties | 326,143 | ||||
Unpaid Principal Balance - related parties | $ 326,143 | ||||
Percentage of cash interest | 11% | ||||
Convertible debentures due on due December 1, 2022 | |||||
Percentage of cash interest | 4% | ||||
Secured convertible debenture | |||||
Interest rate | 11% | 11% | |||
Debentures subject to mandatory redemption | $750,000 convertible debenture, December 1, 2020 | |||||
Convertible debenture | $ 750,000 | 750,000 | |||
Debentures subject to mandatory redemption | $800,000 convertible debenture, April 1, 2021 | |||||
Convertible debenture | 800,000 | 800,000 | |||
Debentures subject to mandatory redemption | $400,000 convertible debenture, May 1, 2021 | |||||
Convertible debenture | 400,000 | 400,000 | |||
Debentures subject to mandatory redemption | $287,000 convertible debenture amended October 22, 2020 | |||||
Convertible debenture | 287,000 | 287,000 | |||
Debentures subject to mandatory redemption | $350,000 convertible debenture, January 12, 2021 | |||||
Convertible debenture | 350,000 | 350,000 | |||
Debentures subject to mandatory redemption | $250,000 convertible debenture, May 21, 2021 | |||||
Convertible debenture | $ 250,000 | $ 250,000 |
CONVERTIBLE DEBENTURES PAYABL_9
CONVERTIBLE DEBENTURES PAYABLE (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Amortization of debt discounts | $ 1,532,792 | $ 954,080 | $ 1,070,366 | $ 630,992 |
Convertible debentures. | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 385,086 | 488,248 | ||
Amortization of debt discounts | 1,199,498 | 954,081 | ||
Total | $ 1,584,584 | $ 1,442,329 |
CONVERTIBLE DEBENTURES PAYAB_10
CONVERTIBLE DEBENTURES PAYABLE (Details 3) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 4,795,763 | $ 1,132,205 |
2024 | 234,230 | 4,200,761 |
2026 | 332,619 | |
Convertible debentures payable, related and non related party | 5,029,993 | 5,665,585 |
Less: Debt discount on convertible debentures payable | (2,209,006) | (2,272,847) |
Total convertible debentures payable, related and non related party, net | $ 2,820,987 | $ 3,392,738 |
CONVERTIBLE DEBENTURES PAYAB_11
CONVERTIBLE DEBENTURES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 02, 2021 | Jan. 08, 2021 | Dec. 01, 2020 | Jun. 08, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | May 09, 2022 | Dec. 31, 2020 | Sep. 30, 2019 | |
Number of warrants issued | 687,324 | 50,000 | 2,666,667 | ||||||||
Exercise price of warrants | $ 1.68 | $ 1.63 | $ 0.73 | $ 0.68 | |||||||
Debentures balance | $ 2,679,993 | $ 600,000 | $ 613,143 | ||||||||
Accrued interest | $ 941,440 | $ 537,884 | |||||||||
Number of shares issued | 3,228,000 | 9,001,460 | 4,393,333 | ||||||||
Gain on extinguishment of debt, net | $ 490,051 | $ 579,486 | $ 564,481 | $ (105,266) | |||||||
Accrued interest amount | 3,842 | ||||||||||
Description of reverse stock split | 1 for 1.5 reverse stock split of the Company’s common stock became effective. | ||||||||||
Non-revolving line of credit | |||||||||||
Number of warrants issued | 1,778,000 | ||||||||||
Secured loan amount | $ 4,105,492 | $ 0 | |||||||||
Related Party Convertible Debentures | |||||||||||
Number of warrants issued | 213,637 | ||||||||||
$3,000,000 Convertible Debenture Amended October 23, 2020 | |||||||||||
Convertible debenture | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.60 | $ 0.60 | |||||||||
Interest rate | 10% | 10% | |||||||||
Description of monthly installments | monthly payments of unpaid interest accrued at 12.5% per annum will be paid in arrears through March 31, 2021, beginning April 1, 2021, we began paying equal monthly installments of principal and interest at 10% per annum through December 1, 2023 | monthly payments of unpaid interest accrued at 12.5% per annum will be paid in arrears through March 31, 2021, beginning April 1, 2021, the Company began paying equal monthly installments of principal and interest at 10% per annum through December 1, 2023 | |||||||||
Number of warrants issued | 3,550,709 | 3,550,709 | |||||||||
Exercise price of warrants | $ 0.86 | $ 0.86 | |||||||||
Expected life in years | 10 years | 10 years | |||||||||
Beneficial conversion feature recorded as debt discount | $ 612,313 | $ 612,313 | |||||||||
Allocated fair value of warrants as additional debt discount | 2,387,687 | $ 2,387,687 | |||||||||
Percentage of cash interest | 10% | 10% | |||||||||
$750,000 convertible debenture, December 1, 2020 | |||||||||||
Convertible debenture | $ 750,000 | $ 750,000 | |||||||||
Interest rate | 6% | 6% | |||||||||
Beneficial conversion feature recorded as debt discount | $ 339,216 | $ 339,216 | |||||||||
Allocated fair value of warrants as additional debt discount | $ 26,770 | $ 26,770 | |||||||||
Percentage of cash interest | 4% | 4% | |||||||||
$750,000 convertible debenture, December 1, 2020 | Private placement | |||||||||||
Convertible debenture and warranty purchase agreement amount | $ 3,000,000 | ||||||||||
$800,000 convertible debenture, April 1, 2021 | |||||||||||
Convertible debenture | $ 800,000 | $ 800,000 | |||||||||
Interest rate | 6% | 6% | |||||||||
Beneficial conversion feature recorded as debt discount | $ 319,431 | $ 319,431 | |||||||||
Allocated fair value of warrants as additional debt discount | $ 60,406 | $ 60,406 | |||||||||
Percentage of cash interest | 4% | 4% | |||||||||
$400,000 convertible debenture, May 1, 2021 | |||||||||||
Convertible debenture | $ 400,000 | $ 400,000 | |||||||||
Interest rate | 6% | 6% | |||||||||
Beneficial conversion feature recorded as debt discount | $ 159,715 | $ 159,715 | |||||||||
Allocated fair value of warrants as additional debt discount | $ 31,309 | $ 31,309 | |||||||||
Percentage of cash interest | 4% | 4% | |||||||||
$400,000 convertible debenture, June 2, 2021 | |||||||||||
Convertible debenture | $ 400,000 | $ 400,000 | |||||||||
Interest rate | 6% | 6% | |||||||||
Percentage of cash interest | 4% | 4% | |||||||||
$400,000 convertible debenture, June 2, 2020 | |||||||||||
Beneficial conversion feature recorded as debt discount | $ 159,715 | $ 159,715 | |||||||||
Allocated fair value of warrants as additional debt discount | $ 30,481 | $ 30,481 | |||||||||
$287,000 convertible debenture amended October 22, 2020 | |||||||||||
Convertible debenture | $ 287,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.60 | $ 0.60 | |||||||||
Exercise price of warrants | $ 0.60 | $ 0.60 | |||||||||
Principal payments | $ 29,939 | $ 40,956 | |||||||||
Beneficial conversion feature recorded as debt discount | $ 30,996 | $ 30,996 | |||||||||
Percentage of cash interest | 10% | ||||||||||
Number of shares issued | 5,000,000 | 5,000,000 | |||||||||
Amount of monthly payments | $ 7,939 | $ 7,939 | |||||||||
Gain on extinguishment of debt, net | $ 15,006 | ||||||||||
$287,000 convertible debenture amended October 22, 2020 | Common class B | Redemption Agreement [Member] | Former Officers [Member] | |||||||||||
Interest rate | 10% | ||||||||||
$287,000 convertible debenture amended October 22, 2020 | Common Class A [Member] | Redemption Agreement [Member] | Former Officers [Member] | |||||||||||
Interest rate | 10% | ||||||||||
$287,000 convertible debenture converted July 1, 2021 | |||||||||||
Debentures balance | 216,105 | ||||||||||
Accrued interest | $ 1,800 | ||||||||||
Number of shares issued | 363,176 | ||||||||||
Gain on extinguishment of debt, net | $ 15,006 | ||||||||||
$400,000 convertible debenture converted January 8, 2021 | |||||||||||
Convertible debenture | $ 400,000 | $ 400,000 | |||||||||
Percentage of cash interest | 11% | ||||||||||
$350,000 convertible debenture, January 12, 2021 | |||||||||||
Convertible debenture | $ 350,000 | $ 350,000 | |||||||||
Interest rate | 6% | 6% | |||||||||
Beneficial conversion feature recorded as debt discount | $ 139,751 | $ 139,751 | |||||||||
Allocated fair value of warrants as additional debt discount | $ 31,282 | $ 31,282 | |||||||||
Percentage of cash interest | 4% | 4% | |||||||||
Debentures balance | $ 350,000 | $ 350,000 | |||||||||
$250,000 convertible debenture, May 21, 2021 | |||||||||||
Convertible debenture | $ 250,000 | $ 250,000 | |||||||||
Interest rate | 6% | 6% | |||||||||
Beneficial conversion feature recorded as debt discount | $ 99,822 | $ 99,822 | |||||||||
Allocated fair value of warrants as additional debt discount | $ 14,940 | $ 14,940 | |||||||||
Percentage of cash interest | 4% | 4% | |||||||||
Debentures balance | $ 250,000 | $ 250,000 | |||||||||
Old unsecured convertible debentures | |||||||||||
Secured loan amount | $ 2,068,399 | ||||||||||
New unsecured convertible debentures due on December 1 2023 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.60 | ||||||||||
Secured loan amount | $ 2,079,993 | ||||||||||
Interest rate | 10% | ||||||||||
Convertible debentures due on due December 1, 2022 | |||||||||||
Percentage of cash interest | 4% | ||||||||||
Percentage of payment in kind interest | 6% | ||||||||||
Secured convertible debenture | |||||||||||
Interest rate | 11% | 11% | |||||||||
Accrued interest | $ 50,213 | $ 326,143 | $ 326,143 | ||||||||
Number of shares issued | 1,003,618 | ||||||||||
Senior secured promissory debentures | |||||||||||
Number of warrants issued | 213,637 | 110,227 | |||||||||
Accrued interest | $ 5,563 | ||||||||||
Senior secured promissory debentures | Private placement | |||||||||||
Minimum subscription amount | $ 250,000 | ||||||||||
Aggregate exercise price | $ 750,000 | ||||||||||
Warrants Exercisable Shares | 272,727 | ||||||||||
Debentures subject to mandatory redemption | $750,000 convertible debenture, December 1, 2020 | |||||||||||
Convertible debenture | $ 750,000 | $ 750,000 | |||||||||
Debentures subject to mandatory redemption | $800,000 convertible debenture, April 1, 2021 | |||||||||||
Convertible debenture | 800,000 | 800,000 | |||||||||
Debentures subject to mandatory redemption | $400,000 convertible debenture, May 1, 2021 | |||||||||||
Convertible debenture | 400,000 | 400,000 | |||||||||
Debentures subject to mandatory redemption | $400,000 convertible debenture, June 2, 2020 | |||||||||||
Convertible debenture | 400,000 | 400,000 | |||||||||
Debentures subject to mandatory redemption | $287,000 convertible debenture amended October 22, 2020 | |||||||||||
Convertible debenture | 287,000 | 287,000 | |||||||||
Debentures subject to mandatory redemption | $350,000 convertible debenture, January 12, 2021 | |||||||||||
Convertible debenture | 350,000 | 350,000 | |||||||||
Debentures subject to mandatory redemption | $250,000 convertible debenture, May 21, 2021 | |||||||||||
Convertible debenture | $ 250,000 | $ 250,000 |
DEBT - Classification (Details)
DEBT - Classification (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
May 13, 2022 | Apr. 25, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Apr. 13, 2022 | Feb. 23, 2022 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Line of Credit Facility [Line Items] | |||||||||
Non-revolving line of credit, net, current | $ 2,203,064 | ||||||||
Non-revolving line of credit | 1,316,246 | ||||||||
Unpaid principal balance | 4,022,986 | ||||||||
Warrants issued for severance | $ 254,013 | $ 82,000 | |||||||
Exercise price of warrants | $ 1.68 | $ 1.63 | $ 0.73 | $ 0.68 | |||||
Non-revolving line of credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Non-revolving line of credit | $ 1,316,246 | ||||||||
Unpaid principal balance | 2,200,000 | ||||||||
Secured loan amount | 4,105,492 | $ 0 | |||||||
Non-revolving line of credit | Excel Family Partners, LLLP | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate | 12% | ||||||||
Secured loan amount | $ 4,022,986 | $ 2,000,000 | $ 1,500,000 | ||||||
Loan term | 18 months | ||||||||
Proceeds from loans | $ 2,022,000 | ||||||||
Number of aggregate warrants | 1,149,425 | ||||||||
Exercise price of warrants | $ 1.75 | ||||||||
Non-revolving lines of credit, amended on April 25, 2022 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Non-revolving line of credit, net, current | 2,203,064 | ||||||||
Unpaid principal balance | $ 4,022,986 | ||||||||
Interest rate | 12% | 12% | |||||||
Maturity date | Oct. 25, 2023 | ||||||||
Warrants issued for severance | $ 1,149,425 | ||||||||
Secured loan amount | 4,022,986 | 4,022,986 | $ 4,022,986 | ||||||
Non-revolving lines of credit, amended on April 25, 2022 | Excel Family Partners, LLLP | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Secured loan amount | $ 4,022,986 | ||||||||
Loan term | 18 months | ||||||||
Number of aggregate warrants | 1,149,425 | ||||||||
Exercise price of warrants | $ 1.75 | ||||||||
Non-revolving lines of credit, May 13, 2022 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Non-revolving line of credit | 1,316,246 | ||||||||
Unpaid principal balance | $ 2,200,000 | ||||||||
Interest rate | 12% | ||||||||
Maturity date | Nov. 13, 2023 | ||||||||
Warrants issued for severance | $ 628,575 | ||||||||
Secured loan amount | $ 2,200,000 | $ 2,200,000 | $ 2,200,000 | ||||||
Non-revolving lines of credit, May 13, 2022 | RAT Investment Holdings, LP | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate | 12% | ||||||||
Secured loan amount | $ 2,200,000 | ||||||||
Loan term | 18 months | ||||||||
Number of aggregate warrants | 628,575 | ||||||||
Exercise price of warrants | $ 1.75 |
DEBT - Interest expenses and am
DEBT - Interest expenses and amortization of debt discount (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Line of Credit Facility [Line Items] | ||||
Amortization of debt discounts | $ 1,532,792 | $ 954,080 | $ 1,070,366 | $ 630,992 |
Non-revolving line of credit | ||||
Line of Credit Facility [Line Items] | ||||
Interest expense | 117,224 | |||
Amortization of debt discounts | 333,294 | |||
Total | $ 450,518 |
DEBT - Maturities (Details)
DEBT - Maturities (Details) - Non-revolving line of credit | Jun. 30, 2022 USD ($) |
Line of Credit Facility [Line Items] | |
2024 | $ 6,222,986 |
Debt, related and non related party | 6,222,986 |
Less: Debt discount | (2,703,676) |
Total debt, related and non related party, net | $ 3,519,310 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingencies | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 25, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | May 09, 2022 | Apr. 13, 2022 | Feb. 23, 2022 | Sep. 30, 2019 | |
Proceeds from board member and related party | $ 400,000 | |||||||||
Number of shares issued | 320,000 | |||||||||
Proceeds from related party | $ 1,000,000 | |||||||||
Number of warrants issued | 320,000 | 320,000 | ||||||||
Exercise price (in dollars per share) | $ 1.63 | $ 1.68 | $ 1.63 | $ 0.73 | $ 0.68 | |||||
Old unsecured convertible debentures | ||||||||||
Secured loan amount | $ 2,068,399 | |||||||||
New unsecured convertible debentures due on December 1 2023 | ||||||||||
Secured loan amount | $ 2,079,993 | |||||||||
Interest rate | 10% | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.60 | |||||||||
Non-revolving line of credit | ||||||||||
Related party interest expense | $ 331,548 | $ 0 | ||||||||
Secured loan amount | $ 0 | 4,105,492 | $ 0 | |||||||
Consulting Firm [Member] | ||||||||||
Related party amounts of transaction | 318,035 | $ 285,000 | ||||||||
Excel Family Partners, LLLP | Non-revolving line of credit | ||||||||||
Secured loan amount | $ 4,022,986 | $ 2,000,000 | $ 1,500,000 | |||||||
Interest rate | 12% | |||||||||
Loan term | 18 months | |||||||||
Proceeds from loans | $ 2,022,000 | |||||||||
Number of aggregate warrants | 1,149,425 | |||||||||
Exercise price (in dollars per share) | $ 1.75 | |||||||||
Convertible debentures. | ||||||||||
Related party amounts of transaction | 2,480,350 | 5,164,690 | 3,203,880 | |||||||
Related party interest expense | $ 666,515 | $ 267,416 | $ 557,820 | $ 207,674 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 USD ($) Vote $ / shares shares | Jun. 08, 2020 | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | Sep. 30, 2021 USD ($) Vote $ / shares shares | Sep. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2019 $ / shares | |
Preferred stock, shares authorized | 16,666,667 | 16,666,667 | 16,666,667 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Reverse stock split | 1 for 1.5 reverse stock split of the Company’s common stock became effective. | ||||||
Common stock, shares authorized | 316,666,667 | 316,666,667 | 316,666,667 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issues | 133,470,019 | 153,539,596 | 127,316,746 | 133,470,019 | 114,320,910 | ||
Common stock, shares outstanding | 133,470,019 | 153,539,596 | 127,316,746 | 133,470,019 | 114,320,910 | ||
Number of shares issued | 3,228,000 | 9,001,460 | 4,393,333 | ||||
Number of shares issued, value | $ | $ 11,251,829 | $ 3,516,500 | |||||
Payment in kind interest stock issuance (in shares) | 14,475 | ||||||
Payment in kind interest stock issuance | $ | $ (177,000) | $ 41,979 | $ 41,977 | ||||
Number of shares issued in satisfaction | 497,429 | 497,429 | 93,333 | ||||
Number of shares issued in satisfaction , value | $ | $ 485,144 | $ 485,144 | $ 47,168 | ||||
Offering costs | $ | $ 80,134 | 0 | 80,134 | ||||
Number of shares issued for the purchase of certain intangible assets | 1,369,863 | ||||||
Number of shares issued for the purchase of certain intangible assets, value | $ | $ 2,671,233 | ||||||
Shares issued for debt settlement (in shares) | 97,891 | ||||||
Shares issued for debt settlement | $ | $ 194,803 | 194,803 | |||||
Warrants issued for consultant services | $ | $ 254,014 | $ 492,000 | $ 483,967 | ||||
Exercise price of warrants | $ / shares | $ 1.63 | $ 1.68 | $ 1.63 | $ 0.73 | $ 0.68 | ||
Shares issued for license content asset | $ | $ 2,065,996 | ||||||
Number of shares issued for services | 79,051 | 95,718 | 4,000,000 | ||||
Number of shares issued for services, value | $ | $ 200,000 | $ 236,834 | $ 1,500,000 | ||||
Accrued interest | $ | $ 941,440 | 941,440 | 537,884 | ||||
Deemed dividend. | $ | 3,800,000 | ||||||
Number of shares issued, value | $ | $ 4,034,935 | ||||||
Value of loan conversion | $ | $ 376,356 | ||||||
Shares to be issued for loan conversion | 1,003,618 | ||||||
Proceeds from issuing common stock payable and subscribed | $ | $ 350,000 | 35,000 | |||||
Inducement Expense | $ | $ 3,793,406 | ||||||
Number of shares issued | 320,000 | ||||||
Common Stock | |||||||
Conversion of series convertible stock to common stock (in shares) | 20,000,000 | 3,066,700 | |||||
Number of shares issued, value | $ | $ 11,251,825 | ||||||
Payment in kind interest stock issuance (in shares) | 69,455 | 14,475 | |||||
Payment in kind interest stock issuance | $ | $ (7) | $ 3 | |||||
Shares issued for debt settlement (in shares) | 97,891 | ||||||
Shares issued for debt settlement | $ | $ 10 | ||||||
Shares issued for license content asset (in shares) | 1,180,880 | ||||||
Shares issued for license content asset | $ | $ 118 | ||||||
Value of loan conversion | $ | $ 376,356 | ||||||
Shares to be issued for loan conversion | 1,003,618 | 363,176 | |||||
Conversion of shares | 20,000,000 | ||||||
Content library | |||||||
Asset impairment charges | $ | $ 2,260,799 | ||||||
License content asset | |||||||
Shares issued for license content asset (in shares) | 1,180,880 | ||||||
Shares issued for license content asset | $ | $ 2,065,996 | ||||||
Number of shares issued for services | 1,278,771 | ||||||
Number of shares issued for services, value | $ | $ 2,260,799 | ||||||
Asset impairment charges | $ | $ 2,260,799 | ||||||
EON Media Group | |||||||
Number of shares issued | 2,457,898 | 2,457,898 | |||||
Number of shares issued, value | $ | $ 6,553,235 | $ 6,553,235 | |||||
Ownership percentage | 100% | 100% | 100% | ||||
Interlink Plus, Inc. [Member] | |||||||
Number of shares issued | 5,168,931 | ||||||
Debt to a related party | $ | $ 180,000 | ||||||
Legal expenses | $ | 80,134 | ||||||
Accrued interest | $ | $ 3,842 | ||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | Private placement | |||||||
Number of shares issued | 5,773,460 | ||||||
Exercise price of warrants | $ / shares | $ 2.75 | $ 2.75 | |||||
Number of aggregate warrants | 6,573,460 | 6,573,460 | |||||
Number of shares issued | 320,000 | ||||||
Shares issued to related party, value | $ | $ 295,181 | ||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | Private placement | Common Stock | |||||||
Number of shares issued | 5,253,460 | ||||||
Number of shares issued, value | $ | $ 4,663,116 | ||||||
Board member | |||||||
Number of shares issued | 55,329 | ||||||
Number of shares issued, value | $ | $ 141,000 | ||||||
Preferred Stock Class A | |||||||
Preferred stock, shares authorized | 3,333,334 | 3,333,334 | 3,333,334 | 3,333,334 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issues | 0 | 0 | 30,667 | 0 | 30,667 | ||
Preferred stock, shares outstanding | 0 | 0 | 30,667 | 0 | 30,667 | ||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 0.15 | $ 0.15 | $ 0.15 | ||||
Preferred stock, number of votes per share | Vote | 100 | 100 | |||||
Conversion of series convertible stock to common stock (in shares) | 3,066,700 | ||||||
Conversion of shares | 3,066,700 | ||||||
Preferred Stock Class A | Interlink Plus, Inc. [Member] | |||||||
Number of shares issued | 30,667 | ||||||
Preferred Stock Class B | |||||||
Preferred stock, shares authorized | 3,333,334 | 3,333,334 | 3,333,334 | 3,333,334 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issues | 200,000 | 0 | 200,000 | 200,000 | 200,000 | ||
Preferred stock, shares outstanding | 200,000 | 0 | 200,000 | 200,000 | 200,000 | ||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||
Preferred stock, number of votes per share | 100 | 100 | 100 | ||||
Preferred stock, convertible, conversion ratio | 100 | ||||||
Conversion of shares | 200,000 | ||||||
Preferred Stock Class B | Stock Issued For Cash [Member] | |||||||
Number of shares issued | 100,000 | ||||||
Number of shares issued, value | $ | $ 4,800,000 | ||||||
Debt instrument, forgiveness | $ | 1,006,594 | ||||||
Inducement Expense | $ | $ 3,793,406 | ||||||
Preferred Stock Class B | Stock Issued For Loan Forgiveness [Member] | |||||||
Number of shares issued | 100,000 | ||||||
Number of shares issued, value | $ | $ 4,800,000 | ||||||
Proceeds from issuance of convertible preferred stock | $ | 1,000,000 | ||||||
Deemed dividend. | $ | $ 3,800,000 |
STOCK OPTIONS AND WARRANTS (D_8
STOCK OPTIONS AND WARRANTS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding at the beginning | 17,833,356 | 8,312,306 | 5,812,306 | |
Grants | 1,471,200 | 9,670,216 | 2,500,000 | |
Forfeited | (338,251) | (149,166) | ||
Outstanding at the end | 18,966,305 | 17,833,356 | 8,312,306 | 5,812,306 |
Exercisable | 13,652,168 | 11,298,290 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Outstanding at the beginning | $ 1.04 | $ 0.76 | $ 0.70 | |
Grants | 2.46 | 1.29 | 0.89 | |
Forfeited | (2.13) | (1.10) | ||
Outstanding at the end | 1.13 | 1.04 | $ 0.76 | $ 0.70 |
Exercisable | $ 0.99 | $ 0.90 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted average remaining contractual term, outstanding | 7 years 8 months 4 days | 8 years 3 months 18 days | 8 years 7 months 28 days | |
Weighted average remaining contractual term, grants | 9 years 5 months 26 days | |||
Exercisable | 7 years 3 months 25 days | 7 years 9 months 25 days | ||
Outstanding at the beginning | $ 25,478,339 | $ 14,079,265 | $ 10,179,515 | |
Grants | 4,527,654 | 11,399,074 | 3,899,750 | |
Outstanding at the end | 30,005,993 | 25,478,339 | $ 14,079,265 | $ 10,179,515 |
Exercisable at the end | $ 23,582,392 | $ 17,587,909 |
STOCK OPTIONS AND WARRANTS (D_9
STOCK OPTIONS AND WARRANTS (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2019 | Sep. 30, 2020 | |
Exercise price | $ 1.13 | $ 1.04 | $ 0.70 | $ 0.76 |
Number of options | 18,966,305 | 17,833,356 | 5,812,306 | 8,312,306 |
Weighted average remaining life in years remaining life in years | 7 years 8 months 4 days | 8 years 3 months 18 days | 8 years 7 months 28 days | |
Options exercisable number of options | 13,652,168 | 11,298,290 | ||
Stock Options Exercise price 0.86 | ||||
Exercise price | $ 0.86 | $ 0.86 | ||
Number of options | 1,148,371 | 1,148,371 | ||
Weighted average remaining life in years remaining life in years | 4 years 2 months 1 day | 4 years 10 months 28 days | ||
Options exercisable number of options | 1,148,371 | 1,148,371 | ||
Stock Options Exercise price 0.66 | ||||
Exercise price | $ 0.66 | $ 0.66 | ||
Number of options | 4,663,935 | 4,663,935 | ||
Weighted average remaining life in years remaining life in years | 6 years 4 months 2 days | 7 years 1 month 2 days | ||
Options exercisable number of options | 4,663,935 | 4,663,935 | ||
Stock Options Exercise price 0.89 | ||||
Exercise price | $ 0.89 | $ 0.89 | ||
Number of options | 2,500,000 | 2,500,000 | ||
Weighted average remaining life in years remaining life in years | 7 years 11 months 15 days | 8 years 8 months 15 days | ||
Options exercisable number of options | 2,008,000 | 1,630,000 | ||
Stock Options Exercise price 1.10 | ||||
Exercise price | $ 1.10 | $ 1.10 | ||
Number of options | 7,882,799 | 8,021,049 | ||
Weighted average remaining life in years remaining life in years | 8 years 4 months 13 days | 9 years 1 month 13 days | ||
Options exercisable number of options | 4,607,142 | 3,186,539 | ||
Stock Options Exercise price 0.57 | ||||
Exercise price | $ 0.57 | $ 0.57 | ||
Number of options | 300,000 | 300,000 | ||
Weighted average remaining life in years remaining life in years | 8 years 8 months 1 day | 9 years 5 months 1 day | ||
Options exercisable number of options | 300,000 | 300,000 | ||
Stock Options Exercise price 2.84 | ||||
Exercise price | $ 2.84 | $ 2.84 | ||
Number of options | 250,000 | 450,000 | ||
Weighted average remaining life in years remaining life in years | 8 years 9 months 29 days | 9 years 6 months 29 days | ||
Options exercisable number of options | 250,000 | 250,000 | ||
Stock Options Exercise price 2.75 | ||||
Exercise price | $ 2.75 | $ 2.75 | ||
Number of options | 600,000 | 600,000 | ||
Weighted average remaining life in years remaining life in years | 8 years 10 months 6 days | 9 years 7 months 2 days | ||
Options exercisable number of options | 216,667 | 66,667 | ||
Stock Options Exercise price 2.35 | ||||
Exercise price | $ 2.35 | $ 2.35 | ||
Number of options | 125,000 | 50,000 | ||
Weighted average remaining life in years remaining life in years | 9 years 2 months 19 days | 9 years 9 months 21 days | ||
Options exercisable number of options | 15,278 | 2,778 | ||
Stock Options Exercise price 2.40 | ||||
Exercise price | $ 2.40 | $ 2.40 | ||
Number of options | 50,000 | 50,000 | ||
Weighted average remaining life in years remaining life in years | 9 years 29 days | 9 years 9 months 25 days | ||
Stock Options Exercise price 2.50 | ||||
Exercise price | $ 2.50 | $ 2.50 | ||
Number of options | 50,000 | 50,000 | ||
Weighted average remaining life in years remaining life in years | 9 years 1 month 2 days | 9 years 10 months 2 days | ||
Options exercisable number of options | 50,000 | 50,000 | ||
Stock Options Exercise price 2.30 | ||||
Exercise price | $ 2.30 | |||
Number of options | 836,200 | |||
Weighted average remaining life in years remaining life in years | 9 years 3 months 7 days | |||
Options exercisable number of options | 392,775 | |||
Stock Options Exercise price 2.75 | ||||
Exercise price | $ 2.75 | |||
Number of options | 425,000 | |||
Weighted average remaining life in years remaining life in years | 9 years 9 months 25 days | |||
Stock Options Exercise price 2.58 | ||||
Exercise price | $ 2.58 | |||
Number of options | 135,000 | |||
Weighted average remaining life in years remaining life in years | 9 years 10 months 17 days |
STOCK OPTIONS AND WARRANTS (_10
STOCK OPTIONS AND WARRANTS (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Weighted average fair value of options granted | $ 1.13 | $ 2.03 |
Expected dividends yield | 0% | 0% |
Forfeiture rate | 0% | 0% |
Maximum | ||
Expected life | 10 years | 10 years |
Risk-free interest rate | 2.93% | 1.56% |
Expected volatility | 73% | 58.85% |
Minimum | ||
Expected life | 5 years | 5 years |
Risk-free interest rate | 0.01% | 0.01% |
Expected volatility | 55.80% | 50% |
STOCK OPTIONS AND WARRANTS (_11
STOCK OPTIONS AND WARRANTS (Details 3) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Exercise price (in dollars per share) | $ 1.68 | $ 1.63 | $ 0.73 | $ 0.68 |
Number outstanding | $ 17,930,024 | $ 15,464,700 | $ 8,217,376 | $ 5,550,709 |
Warrant Exercise price 0.86 | ||||
Exercise price (in dollars per share) | $ 0.86 | $ 0.86 | ||
Number outstanding | $ 3,850,709 | $ 3,850,709 | ||
Weighted average remaining contractual life (years) | 4 years 10 months 13 days | 5 years 7 months 13 days | ||
Weighted average exercise price | $ 0.86 | $ 0.86 | ||
Number exercisable | 3,850,709 | 3,850,709 | ||
Weighted average remaining contractual life (years) | 4 years 10 months 13 days | 5 years 7 months 13 days | ||
Warrant Exercise price 0.38 | ||||
Exercise price (in dollars per share) | $ 0.38 | $ 0.38 | ||
Number outstanding | $ 2,000,000 | $ 2,000,000 | ||
Weighted average remaining contractual life (years) | 4 years 5 months 8 days | 5 years 2 months 8 days | ||
Weighted average exercise price | $ 0.38 | $ 0.38 | ||
Number exercisable | 2,000,000 | 2,000,000 | ||
Weighted average remaining contractual life (years) | 4 years 5 months 8 days | 5 years 2 months 8 days | ||
Warrant Exercise price 0.75 | ||||
Exercise price (in dollars per share) | $ 0.75 | $ 0.75 | ||
Number outstanding | $ 2,666,667 | $ 2,666,667 | ||
Weighted average remaining contractual life (years) | 7 years 8 months 12 days | 8 years 5 months 12 days | ||
Weighted average exercise price | $ 0.75 | $ 0.75 | ||
Number exercisable | 2,666,667 | 2,666,667 | ||
Weighted average remaining contractual life (years) | 7 years 8 months 12 days | 8 years 5 months 12 days | ||
Warrant Exercise price 2.75 | ||||
Exercise price (in dollars per share) | $ 2.75 | $ 2.75 | ||
Number outstanding | $ 323,864 | $ 323,864 | ||
Weighted average remaining contractual life (years) | 5 months 1 day | 1 year 2 months 1 day | ||
Weighted average exercise price | $ 2.75 | $ 2.75 | ||
Number exercisable | 323,864 | 323,864 | ||
Weighted average remaining contractual life (years) | 5 months 1 day | 1 year 2 months 1 day | ||
Warrant Exercise price 2.80 | ||||
Exercise price (in dollars per share) | $ 2.80 | $ 2.80 | ||
Number outstanding | $ 50,000 | $ 50,000 | ||
Weighted average remaining contractual life (years) | 8 years 9 months 25 days | 9 years 6 months 25 days | ||
Weighted average exercise price | $ 2.80 | $ 2.80 | ||
Number exercisable | 50,000 | 50,000 | ||
Weighted average remaining contractual life (years) | 8 years 9 months 25 days | 9 years 6 months 25 days | ||
Warrant Exercise price 2.75 | ||||
Exercise price (in dollars per share) | $ 2.75 | $ 2.75 | ||
Number outstanding | $ 6,573,460 | $ 6,573,460 | ||
Weighted average remaining contractual life (years) | 2 years 3 months | 3 years | ||
Weighted average exercise price | $ 2.75 | $ 2.75 | ||
Number exercisable | 6,573,460 | 6,573,460 | ||
Weighted average remaining contractual life (years) | 2 years 3 months | 3 years | ||
Warrant Exercise price 2.35 | ||||
Exercise price (in dollars per share) | $ 2.35 | |||
Number outstanding | $ 187,324 | |||
Weighted average remaining contractual life (years) | 4 years 8 months 15 days | |||
Weighted average exercise price | $ 2.35 | |||
Number exercisable | 62,733 | |||
Weighted average remaining contractual life (years) | 4 years 8 months 15 days | |||
Warrant Exercise price 1.75 | ||||
Exercise price (in dollars per share) | $ 1.75 | |||
Number outstanding | $ 1,149,425 | |||
Weighted average remaining contractual life (years) | 2 years 9 months 25 days | |||
Weighted average exercise price | $ 1.75 | |||
Number exercisable | 1,149,425 | |||
Weighted average remaining contractual life (years) | 2 years 9 months 25 days | |||
Warrant Exercise price 1.75 | ||||
Exercise price (in dollars per share) | $ 1.75 | |||
Number outstanding | $ 628,575 | |||
Weighted average remaining contractual life (years) | 2 years 10 months 13 days | |||
Weighted average exercise price | $ 1.75 | |||
Number exercisable | 628,575 | |||
Weighted average remaining contractual life (years) | 2 years 10 months 13 days | |||
Warrant Exercise price 3.00 | ||||
Exercise price (in dollars per share) | $ 3 | |||
Number outstanding | $ 200,000 | |||
Weighted average remaining contractual life (years) | 2 years 10 months 17 days | |||
Weighted average exercise price | $ 3 | |||
Number exercisable | 110,000 | |||
Weighted average remaining contractual life (years) | 2 years 10 months 17 days | |||
Warrant Exercise price 2.65 | ||||
Exercise price (in dollars per share) | $ 2.65 | |||
Number outstanding | $ 300,000 | |||
Weighted average remaining contractual life (years) | 2 years 11 months 15 days | |||
Weighted average exercise price | $ 2.65 | |||
Weighted average remaining contractual life (years) | 2 years 11 months 15 days |
STOCK OPTIONS AND WARRANTS (_12
STOCK OPTIONS AND WARRANTS (Details 4) - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Number of shares | |||
Outstanding at beginning | $ 15,464,700 | $ 8,217,376 | $ 5,550,709 |
Issued | 2,465,324 | 7,247,324 | 2,666,667 |
Outstanding at ending | $ 17,930,024 | $ 15,464,700 | $ 8,217,376 |
Weighted average exercise price per share | |||
Outstanding at beginning | $ 1.63 | $ 0.73 | $ 0.68 |
Issued | 2.01 | 2.67 | 0.75 |
Outstanding at ending | $ 1.68 | $ 1.63 | $ 0.73 |
STOCK OPTIONS AND WARRANTS (_13
STOCK OPTIONS AND WARRANTS (Details 5) | Jun. 30, 2022 $ / shares | Sep. 30, 2021 $ / shares |
Weighted average fair value of warrants granted | $ 0.74 | $ 1.21 |
Expected dividend yield | ||
Warrants outstanding, measurement input | 0 | |
Forfeiture rate [Member] | ||
Warrants outstanding, measurement input | 0 | |
Minimum | ||
Warrant term | 1 year 9 months | 1 year 9 months |
Minimum | Risk-free interest rate | ||
Warrants outstanding, measurement input | 0.15 | 0.0015 |
Minimum | Expected volatility | ||
Warrants outstanding, measurement input | 57.30 | 0.5730 |
Maximum | ||
Warrant term | 10 years | 10 years |
Maximum | Risk-free interest rate | ||
Warrants outstanding, measurement input | 3.35 | 0.0158 |
Maximum | Expected volatility | ||
Warrants outstanding, measurement input | 73 | 0.5865 |
STOCK OPTIONS AND WARRANTS (_14
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related party note | $ 180,000 | ||||
Accrued interest | $ 941,440 | $ 941,440 | 537,884 | ||
Number of warrants issued | 320,000 | 320,000 | |||
Fair value of warrants | $ 278,400 | $ 278,400 | |||
Stock-based compensation expense | $ 3,948,272 | $ 7,036,800 | $ 8,292,265 | $ 316,033 | |
Number of warrants issued | 687,324 | 50,000 | 2,666,667 | ||
Warrants issued for severance | $ 254,013 | $ 82,000 | |||
Value of warrants issued | $ 702,219 | ||||
Senior secured promissory debentures | |||||
Accrued interest | $ 5,563 | ||||
Number of warrants issued | 213,637 | 110,227 | |||
Number of warrants issued to related party | 213,637 | ||||
Value of warrants issued | $ 2,350,000 | $ 600,000 | |||
Additional debt discount | $ 175,859 | $ 59,212 | |||
Related Party Convertible Debentures | |||||
Number of warrants issued | 213,637 | ||||
Value of warrants issued | $ 2,350,000 | ||||
Additional debt discount | $ 165,682 | ||||
Consultant [Member] | |||||
Number of warrants issued | 300,000 | ||||
Fair value of warrants | $ 492,000 | $ 492,000 | |||
Options | |||||
Number of options issued | 1,471,200 | 9,670,216 | |||
Stock price (in dollars per share) | $ 2.45 | $ 2.71 | $ 2.60 | $ 2.45 | $ 2.03 |
Price per option (in dollars per share) | $ 2.46 | $ 2.03 | |||
Amount of total compensation cost related to nonvested awards not yet recognized | $ 11,610,922 | $ 9,525,576 | $ 11,610,922 | ||
Weighted average period over which expense is expected to be recognized | 24 months 15 days | 29 months 28 days | |||
Private placement | Accredited Investors [Member] | Securities Purchase Agreement [Member] | |||||
Number of shares for each investor | 1 | ||||
Number of warrants for each investor | 1 | ||||
Number of shares | 1 | 1 | |||
Aggregate purchase price | $ 1.25 | $ 1.25 |
INCOME TAX (Details Narrative_2
INCOME TAX (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income tax (expense)/benefit | $ (1,051) | $ (99,830) | $ 614,912 | $ (1,600) |
U.S. federal statutory rate | 21% | 21% | 21% | 21% |
Interest or penalties | $ 0 | $ 0 | ||
Federal [Member] | ||||
Net operating loss carryforwards | 24,200,000 | |||
NOL carryforwards, not subject to expiration | 22,600,000 | |||
Federal [Member] | Tax Year 2036 And 2037 | ||||
NOL carryforwards, subject to expiration | 1,600,000 | |||
State [Member] | ||||
Net operating loss carryforwards | 14,500,000 | |||
Foreign Tax Authority [Member] | ||||
Net operating loss carryforwards | $ 1,300,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2022 | Jul. 29, 2022 | Apr. 25, 2022 | Sep. 30, 2021 | Apr. 26, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Aug. 02, 2022 | Sep. 30, 2020 | Sep. 30, 2019 | |
Number of warrants issued | 320,000 | 320,000 | |||||||||
Exercise price of warrants | $ 1.63 | $ 1.68 | $ 1.63 | $ 0.73 | $ 0.68 | ||||||
Non-revolving line of credit | |||||||||||
Related party interest expense | $ 331,548 | $ 0 | |||||||||
Excel Family Partners, LLLP | Non-revolving line of credit | |||||||||||
Interest rate | 12% | ||||||||||
Loan term | 18 months | ||||||||||
Proceeds from loans | $ 2,022,000 | ||||||||||
Number of aggregate exercisable warrant shares | 1,149,425 | ||||||||||
Exercise price of warrants | $ 1.75 | ||||||||||
Paycheck Protection Program, CARES Act Loan [Member] | |||||||||||
Proceeds from loans | $ 486,638 | ||||||||||
Subsequent event | |||||||||||
Aggregate principal and accrued interest | $ 15,053,730 | ||||||||||
Subsequent event | Industrial Funding Group, Inc. | |||||||||||
Maximum borrowing capacity | $ 4,000,000 | ||||||||||
Line of credit, Accordion feature | $ 10,000,000 | ||||||||||
Line of credit | $ 2,000,000 | ||||||||||
Loan term | 24 months | ||||||||||
Number of aggregate exercisable warrant shares | 888,997 | ||||||||||
Exercise price of warrants | $ 1.75 | ||||||||||
Subsequent event | Industrial Funding Group, Inc. | Prime rate | Maximum | |||||||||||
Loan interest rate | 4% | ||||||||||
Subsequent event | Industrial Funding Group, Inc. | Prime rate | Minimum | |||||||||||
Loan interest rate | 0% | ||||||||||
Subsequent event | Industrial Funding Group, Inc. | Excel Family Partners, LLLP | |||||||||||
Number of aggregate exercisable warrant shares | 314,285 | ||||||||||
Cash payments | $ 22,000 | ||||||||||
Period for making cash payments | 6 months | ||||||||||
Percentage of outstanding principal amount | 1% | ||||||||||
Subsequent event | Industrial Funding Group, Inc. | Eagle Investment Group, LLC. | |||||||||||
Number of aggregate exercisable warrant shares | 574,712 | ||||||||||
Subsequent event | Senior Secured Promissory Debentures and the New Debentures | |||||||||||
Aggregate principal and accrued interest | 5,272,822 | ||||||||||
Subsequent event | Non-Revolving Line of Credit Loan Agreements | |||||||||||
Aggregate principal and accrued interest | 6,200,000 | ||||||||||
Subsequent event | Revolving loan credit facility | |||||||||||
Aggregate principal and accrued interest | $ 2,000,000 |