Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Dec. 27, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | CleanSpark, Inc. | |
Entity Central Index Key | 827,876 | |
Document Type | 10-K | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 11,946,396 | |
Entity Common Stock, Shares Outstanding | 30,752,119 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Current assets | ||
Cash | $ 436,529 | $ 88,533 |
Accounts receivable | 57,095 | |
Due from Shareholder | 53,020 | |
Prepaid expense | 57,722 | 24,391 |
Total current assets | 604,366 | 112,924 |
Flexpower system | 19,675,986 | |
Goodwill | 4,919,858 | |
Microgrid Assets | 4,567,838 | |
Intangible assets | 2,467,930 | 44,470 |
Fixed Assets | 782,975 | 657,647 |
Deposits | (589) | (2,358) |
Total assets | 33,019,542 | 817,399 |
Current liabilities | ||
Accounts payable and accrued liabilities | 291,187 | 53,967 |
Due to related parties | 63,973 | 1,473 |
Loans | 2,261 | |
Total current liabilities | 357,421 | 55,440 |
Total liabilities | 357,421 | 55,440 |
Stockholders' equity (deficit) | ||
Common stock; $0.001 par value; 100,000,000 shares authorized; 27,834,415 and 20,378,415 shares issued and outstanding as of September 30, 2016 and September 30, 2015, respectively | 27,834 | 20,378 |
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 1,000,000 and 400,000 shares issued and outstanding as of September 30, 2016 and September 30, 2015, respectively | 1,000 | 400 |
Additional paid-in capital | 39,068,127 | 4,635,459 |
Accumulated earnings (deficit) | (6,434,840) | (3,894,278) |
Total stockholders' equity (deficit) | 32,662,121 | 761,959 |
Total liabilities and stockholders' equity (deficit) | $ 33,019,542 | $ 817,399 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 27,834,415 | 20,318,845 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 1,000,000 | 400,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 82,031 | |
Cost of revenues | 31,264 | |
Gross profit | 50,767 | |
Operating expenses | ||
Professional fees | 1,925,593 | 3,377,956 |
Research and development | 1,826 | 52,288 |
General and administrative expenses | 86,143 | 46,815 |
Depreciation and amortization | 578,456 | 2,800 |
Total operating expenses | 2,592,018 | 3,479,859 |
Loss from operations | (2,541,251) | (3,479,859) |
Other income (expense) | ||
Interest expense | 32 | 5,144 |
Gain on disposal of assets | 721 | |
Total other income (expense) | 689 | 5,144 |
Net income (loss) | $ (2,540,562) | $ (3,485,003) |
Basic income (loss) per common share | $ (0.11) | $ (0.18) |
Basic weighted average common shares outstanding | 22,528,668 | 19,229,062 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities | |||
Net loss | $ (2,540,562) | $ (3,485,003) | $ (45,145) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Imputed interest on related party debt | 5,143 | ||
Stock based consulting | 1,544,982 | 3,242,305 | |
Depreciation and amortization | 578,456 | 2,800 | |
Stock issued for acquisition | |||
Cash received in acquisition | 19,371 | ||
Changes in assets and liabilities | |||
(Increase) decrease in prepaid expense | (57,552) | 1,143 | |
(Increase) decrease in deposits | 10,235 | (2,358) | |
Increase in accounts receivable | (37,031) | ||
Increase in shareholder receivable | (2,257) | ||
Increase (decrease) in accounts payable | (16,307) | 45,309 | |
Increase (decrease) in accounts payable related party | 62,500 | ||
Net cash from operating activities | (438,165) | (190,661) | |
Cash Flows from investing | |||
Purchase of intangible assets | (11,182) | (2,594) | |
Purchase of fixed assets | (9,673) | (76,953) | |
Gain on disposal of fixed assets | |||
Net cash used in investing activities | (20,855) | (79,547) | |
Cash Flows from Financing Activities | |||
Payments on short-term loans | (6,784) | ||
Proceeds from issuance of common stock | 813,800 | 242,000 | |
Net cash from financing activities | 807,016 | 242,000 | |
Net increase (decrease) in Cash | 347,996 | (28,208) | |
Beginning cash balance | 88,533 | 116,741 | |
Ending cash balance | 436,529 | 88,533 | $ 116,741 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | |||
Cash paid for tax | |||
Non-Cash investing and financing transactions | |||
Shares issued for debt | $ 50,000 | ||
Shares and warrants issued for assets | 32,118,974 | ||
Preferred shares issued for services | 600 | ||
Shares and warrants issued for services | 165,000 | 690,000 | |
Options and warrants for services | 1,342,350 | 2,556,296 |
Shareholders Equity
Shareholders Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Sep. 30, 2013 | 2,852,061 | ||||
Beginning balance, amount at Sep. 30, 2013 | $ 2,853 | $ 259,783 | $ (364,130) | $ (101,494) | |
Imputed interest on shareholder loan, amount | 3,151 | 3,151 | |||
Discount on related party debt, amount | 7,325 | 7,325 | |||
Settlement of related party debt, amount | 28,318 | 28,318 | |||
Shares issued for patent acquisition, shares | 207,837 | ||||
Shares issued for patent acquisition, amount | $ 208 | 42,177 | 42,385 | ||
Shares issued for asset acquisition, shares | 1,938,123 | ||||
Shares issued for asset acquisition, amount | $ 1,938 | 42,135 | 424,073 | ||
Shares issued on conversion of notes, shares | 243,474 | ||||
Shares issued on conversion of notes, amount | $ 243 | 80,335 | 80,578 | ||
Shares issued on settlement of debt, shares | 120,000 | ||||
Shares issued for services, shares | 11,448,420 | ||||
Shares issued for services, amount | $ 11,448 | 17,627 | 29,075 | ||
Shares issued for direct investment @ $1.00, shares | 600,000 | ||||
Shares issued for direct investment @ $1.00, amount | $ 600 | 199,400 | 200,000 | ||
Net loss | (45,145) | (45,145) | |||
Ending balance, shares at Sep. 30, 2014 | 17,409,915 | ||||
Ending balance, amount at Sep. 30, 2014 | $ 17,410 | 1,100,131 | (409,275) | 708,266 | |
Shares issued on settlement of debt, shares | 172,500 | ||||
Shares issued on settlement of debt, amount | $ 172 | 49,828 | $ 50,000 | ||
Shares issued for services, shares | 2,070,000 | 690,000 | |||
Shares issued for services, amount | $ 2,070,000 | 687,930 | $ 690,000 | ||
Shares issued for direct investment @ $1.00, shares | 726,000 | ||||
Shares issued for direct investment @ $1.00, amount | $ 726 | 241,274 | |||
Option and warrants issued for services, amount | 2,556,296 | $ 2,556,296 | |||
Preferred shares issued for services, shares | 400,000 | 400,000 | |||
Preferred shares issued for services, amount | $ 40,000 | $ 400 | |||
Net loss | (3,485,003) | (3,485,003) | |||
Ending balance, shares at Sep. 30, 2015 | 400,000 | 20,378,415 | |||
Ending balance, amount at Sep. 30, 2015 | $ 400 | $ 20,378 | $ 4,635,459 | (3,894,278) | $ 761,959 |
Shares issued for asset acquisition, shares | 6,007,500 | 32,635,459 | 32,118,974 | ||
Shares issued for asset acquisition, amount | $ 6,007 | ||||
Shares issued for services, shares | 55,000 | 164,945 | 165,000 | ||
Shares issued for services, amount | $ 55 | $ 165,000 | |||
Shares issued for direct investment @ $1.00, shares | 1,393,500 | 812,406 | 813,800 | ||
Shares issued for direct investment @ $1.00, amount | $ 1,394 | ||||
Option and warrants issued for services, amount | $ 1,342,350 | $ 1,342,350 | |||
Preferred shares issued for services, shares | 600,000 | 600 | |||
Preferred shares issued for services, amount | $ 600 | $ 600 | |||
Net loss | (2,540,562) | (2,540,562) | |||
Ending balance, shares at Sep. 30, 2016 | 1,000,000 | 27,834,415 | |||
Ending balance, amount at Sep. 30, 2016 | $ 1,000 | $ 27,834 | $ 39,068,127 | $ (6,434,840) | $ 32,662,121 |
Shareholders Equity (Parentheti
Shareholders Equity (Parenthetical) - $ / shares | Sep. 30, 2016 | Sep. 30, 2015 |
Statement of Stockholders' Equity [Abstract] | ||
Price per share | $ 1 | $ 1 |
ORGANIZATION AND LINE OF BUSINE
ORGANIZATION AND LINE OF BUSINESS | 12 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Line of Business | 1. ORGANIZATION AND LINE OF BUSINESS Organization CleanSpark, Inc. (the "Company") was incorporated in the state of Nevada on October 15, 1987 as SmartData Corporation. SmartData conducted a 504 public offering in the State of Nevada in December 1987 and began trading publicly in January 1988. Due to a series of unfortunate events, including the untimely death of the founding CEO, SmartData discontinued active business operations in 1992. On March 25, 2014, the Company entered into an Asset and Intellectual Property Purchase Agreement pursuant to which the Company acquired: (i) all Intellectual Property rights, title and interest in Patent # 8,105,401 'Parallel Path, Downdraft Gasifier Apparatus and Method' and Patent # 8,518,133 'Parallel Path, Downdraft Gasifier Apparatus and Method' and (ii) all of the Property rights, title and interest in a 32 inch Downdraft Gasifier ("Gasifier) and (iii) assumed of $156,900 in liabilities. In December 2014, we changed our company name to Stratean Inc. through a short-form merger in order to better reflect our new business plan. On July 1, 2016, the Company entered into an Asset Purchase Agreement, as amended (the Purchase Agreement), with CleanSpark Holdings LLC, CleanSpark LLC, CleanSpark Technologies LLC and Specialized Energy Solutions, Inc. (together, the Seller). Pursuant to the Purchase Agreement, the Company acquired CleanSpark, LLC and all the assets related to Seller and its line of business and assumed $200,000 in liabilities. In October 2016, we changed our company name to CleanSpark, Inc. through a short-form merger in order to better reflect our brand identity. Line of Business Through the acquisition of CleanSpark, LLC, the Company provides microgrid solutions to military, commercial and residential properties. Our services consist of intelligent solar monitoring solutions, microgid design and engineering, project development consulting services, System installation and consulting, and turn-key microgrid implementation services. The work is performed under fixed price bid contracts, negotiated price contracts, fully financed power purchase agreements, or energy services agreements such as Microgrid as a Service (MaaS). We also continue to pursue the development of our gasification technologies for commercial deployment. We have been granted multiple patents protecting what we believe to be a breakthrough design for the next generation in waste-to-energy technology. The increased efficiency compared to existing solutions results in a significantly lower cost per watt of electricity produced. We have completed a commercial prototype and have completed preliminary testing and we are currently working with our manufacturing partners to improve durability and efficiency. Upon completion of product development, we intend to deploy our gasification solutions to our pipeline of commercial microgrid customers in order maximize the conversion of our customer waste streams into electricity. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. GOING CONCERN Going concern |
SUMMARY OF SIGNIFICANT POLICIES
SUMMARY OF SIGNIFICANT POLICIES | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT POLICIES | 3. SUMMARY OF SIGNIFICANT POLICIES This summary of significant accounting policies of CleanSpark Inc. is presented to assist in understanding the Companys consolidated financial statements. The consolidated financial statements and notes are representations of the Companys management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of CleanSpark, Inc., and its wholly owned operating subsidiaries, CleanSpark, LLC, and CleanSpark, II, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. Use of estimates Revenue Recognition Revenues and related costs on construction contracts are recognized using the percentage of completion method of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (ASC 605-35). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. The Asset, Costs in excess of billings, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, Billings in excess of costs, represents billings in excess of revenues recognized on contracts in progress. At September 30, 2016 and September 30, 2015, the costs in excess of billings balance were $nil and $nil, and the billings in excess of costs balance were $0 and $0, respectively. Accounts receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $0 and $0 were included in the balance of trade accounts receivable as of September 30, 2016 and September 30, 2015, respectively. Accounts Receivable Cash and cash equivalents Concentration Risk At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of September 30, 2016, the cash balance in excess of the FDIC limits was $110,423. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Warranty Liability Stock-based compensation Compensation-Stock Compensation, Non-Employee Stock Based Compensation Earnings (loss) per share Earnings Per Share, Long-lived Assets Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at September 30, 2016 and 2015, and determined there was no impairment of indefinite lived intangibles and goodwill. Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Managements estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Income taxes Income Taxes Segment Reporting Recently Issued Accounting Pronouncements |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Business Acquisition | 4. BUSINESS ACQUISITION On July 1, 2016, the Company entered into the Purchase Agreement with Seller. Pursuant to the Purchase Agreement, the Company acquired all the assets related to Seller and its line of business and assumed certain liabilities. The Assets the Company purchased from Seller include: Equipment and other tangible assets; Domain names, websites and intellectual property; All rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller; Contracts to which Seller is bound; Current and future customer accounts, including accounts receivable; The holdings that CleanSpark Holdings LLC has in CleanSpark LLC, and any investments it has as well; and Any other assets of any nature whatsoever that are related to or used in connection with the business of Seller and its goodwill. On July 20, 2016, the parties to the Purchase Agreement entered into an amendment (the Amendment) that revised the assets to be acquired under the Purchase Agreement. Specifically, the parties decided on the following: Specialized Energy Solutions, Inc. would transfer and assign the ability to use its name and all of its Intellectual Property to Cleanspark II, LLC, and thereafter Specialized Energy Solutions, Inc. will not be included in the Assets acquired; and Clean Spark Technologies, LLC agrees to transfer and assign all of its Intellectual Property to Cleanspark II, LLC, and thereafter Clean Spark Technologies, LLC will not be included in the Assets acquired. The Amendment also included an option to acquire Specialized Energy Solutions, Inc. and Clean Spark Technologies, LLC, which the parties agreed upon as follows: Cleanspark II, LLC is hereby granted a 3-year exclusive option to purchase Specialized Energy Solutions, Inc. for 1,000 shares of CleanSpark Inc. Common Stock; and Cleanspark II, LLC is hereby granted a 3-year exclusive option to purchase Clean Spark Technologies, LLC for 1,000 shares of CleanSpark Inc. Common Stock. On August 19, 2016, the parties to the Purchase Agreement entered into a second amendment that revised the Closing Date of the transaction. The Assumed Liabilities, consisted of certain accounts payable amounting to approximately $262,873 arising out of the Assets. Per the agreement the liabilities were to be limited to $200,000 therefore $62,873 must be reimbursed by CleanSpark Holdings, LLC. As consideration, the Company issued to Seller six million (6,000,000) shares of common stock with a fair value of $18,420,000 and five-year warrants to purchase four million five hundred thousand (4,500,000) shares of common stock at an exercise price of $1.50 per share. The warrants were valued at $13,675,500 using the Black Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 1.0%, a dividend yield of 0% and volatility rate of 218%. The warrants were fully earned and vested on July 1, 2016. Simultaneously with the Purchase Agreement, the Company entered into certain ancillary agreements (the Ancillary Agreements) with Seller, consisting of a bill of sale, intellectual property assignment and lock-up agreement. The lock-up agreement prevents Seller from selling the Companys securities in the public market for a year. The Purchase Agreement contained customary representations, warranties and covenants. In addition, the Company and Seller agreed to appoint one (1) candidate chosen by Seller to the board of directors of the Company. As a result, Bryan Huber was appointed as a member of the board of directors. The term of the appointment of shall be in accordance with the Companys bylaws. CleanSpark provides microgrid, design, engineering, installation and consulting services to military, commercial and residential customers. The acquisition is designed to enhance our services for renewable technology and provide a pipeline for deployment of our gasification technology. As a result of the Purchase Agreement, CleanSpark, LLC became a wholly-owned subsidiary of the Company. The acquisition was accounted for under ASC 805 and the transaction was valued for accounting purposes at $32,095,500, which was the fair value of the Assets acquired at time of acquisition. The assets and liabilities of the Seller were recorded at their respective fair values as of the date of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: Shares of Common Stock $ 18,420,000 Stock warrants 13,675,500 Total purchase price $ 32,095,500 Tangible assets acquired $ 4,911,367 Liabilities assumed (262,573) Net tangible assets 4,648,794 Intangible assets acquired 22,526,847 Goodwill 4,919,859 Total purchase price $ 32,095,500 Key factors that make up the goodwill created by the transaction include knowledge and experience of the acquired team and infrastructure. Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of Seller had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Year ended, Year ended, September 30, 2016 September 30, 2015 Total revenues $ 1,988,172 $ 547,211 Net Income (loss) (5,428,519) (6,801,592) Basic and diluted net income (loss) per common share $ (0.19) $ (0.27) |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
FIXED ASSETS | 5. FIXED ASSETS Fixed assets consist of the following as of September 30, 2016 and September 30, 2015: September 30, 2016 September 30, 2015 Machinery and equipment $ 769,276 $ 654,918 Tenant improvements - 1,533 Furniture and fixtures 72,484 1,475 Total 841,760 657,926 Less: accumulated depreciation (58,785) (279) Fixed assets, net $ 782,975 $ 657,647 Depreciation expense for the years ended September 30, 2016 and 2015 was $58,897 and $279, respectively. |
MICROGRID ASSETS
MICROGRID ASSETS | 12 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
MicroGrid Assets | 6. MICROGRID ASSETS Microgrid assets consist of the combined assets at our FractalGrid Demonstration facility located at Camp Pendleton Marine Corps Base. The California Energy Commission awarded a grant to Harper Construction Company, Inc. in July 2013 to support a microgrid technology demonstration project. CleanSpark was subcontracted to provided design, development, integration, and installation services for the FractalGrid at the School of Infantry in the 52 Area of Marine Corps Base Camp Pendleton. The Project was subsequently transferred to CleanSpark for consideration and an agreement to indemnify Harper Construction for all future responsibilities of maintenance, operations and warranty. The project included integration of CleanSparks proprietary software and controls platform with a variety of energy storage technologies. The system utilizes solar energy generated by pre-existing existing fixed-tilt solar photovoltaic panels and fifteen dual axis tracking concentrated photovoltaic units. CleanSparks distributed controls combine the generation with energy storage technologies to create four separate microgrids that self-align together to create a larger microgrid that ties directly into the larger utility grid at the 12kV level, allowing the base to consume energy from the most reliable, affordable source at any given time. The system provides a 100% renewable and sustainable solution to energy security. In the event of an outage or other energy surety threat, the software can autonomously separate a number of the nested microgrids from the utility and the controls operate them independently in island mode, without interrupting service to critical circuits. Once energy from the grid is stabilized, CleanSparks platform reconnects the microgrid to the utility. Each individual fractal microgrid can work independently or in concert as the larger 1.1MW FractalGrid, sharing data and energy throughout the group to improve efficiency, protect critical circuits, manage supply and demand, and allow for maintenance or repairs, as needed. The entire installation provides the Marine Corps and Department of the Navy with reliable energy security with built in cyber defense. The microgrid assets were acquired as part of the CleanSpark acquisition and the project was capitalized at $4,625,339 which was the fair value of the assets at the time of the acquisition. The microgrid assets consist of the following as of September 30, 2016 and September 30, 2015: September 30, 2016 September 30, 2015 Camp Pendleton FractalGrid $ 4,625,339 $ - Less: accumulated depreciation (57,501 ) - Fixed assets, net $ 4,567,838 $ Depreciation expense for the years ended September 30, 2016 and 2015 was $57,501 and $0, respectively. |
FLEXPOWER SYSTEM
FLEXPOWER SYSTEM | 12 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Flexpower System | 7. FLEXPOWER SYSTEM A microgird is comprised of any number of generation, energy storage, and smart distribution assets that serve single or multiple loads, both connected to the grid and islanded. The FlexPower system is an integrated microgrid control platform that seamlessly integrates energy generation with energy storage devices and controls facility loads to provide energy security in real time. The system is able to interoperated with the local utility grid and allows users the ability to obtain the most cost effective power for a facility. The FlexPower system is ideal for commercial, industrial, mining, defense, campus and community users ranging from 4 kw to 100 MW and beyond and can deliver power at or below the current cost of utility power. The FlexPower System proprietary software and methodology was acquired as part of the CleanSpark acquisition and the project was capitalized at $20,007,624 which was the fair value of the assets at the time of the acquisition. The FlexPower system consist of the following as of September 30, 2016 and September 30, 2015: September 30, 2016 September 30, 2015 FlexPower System $ 20,007,624 $ - Less: accumulated amortization (331,638 ) - Intangible assets, net $ 19,675,986 $ - Amortization expense for the years ended September 30, 2016 and 2015 was $331,638 and $0, respectively. |
INTANGIBLE AND OTHER ASSETS
INTANGIBLE AND OTHER ASSETS | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
INTANGIBLE AND OTHER ASSETS | 8. INTANGIBLE AND OTHER ASSETS Intangible assets consist of the following as of September 30, 2016 and September 30, 2015: September 30, 2016 September 30, 2015 Patents $ 82,641 $ 51,596 Websites 9,777 - Brand and Client lists 2,497,472 - Trademarks 4,858 - Software 10,728 - Less: accumulated amortization (137,546 ) (7,126) Intangible assets, net $ 2,467,930 $ 44,470 Amortization expense for the years ended September 30, 2016 and 2015 was $130,420 and $2,251, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS On October 1, 2014 the Company entered into a Consulting agreement with Matthew Schultz, its Chief Executive Officer for management services. In accordance with this agreement, Mr. Schultz provides services to the Company in exchange for $7,500 per month plus reimbursable expenses incurred. The term of the agreement was one month and automatically renewed each month until cancelled by either party. During the year ending September 30, 2016, Mr. Schultz was paid $97,500 in accordance with this agreement and is owed $15,000 in accrued compensation as of September 30, 2016. On July 1, 2016, the Company entered into a Consulting agreement with Zachary Bradford, its Chief Financial Officer for management services. In accordance with this agreement, Mr. Bradford provides services to the Company in exchange for $15,000 per month plus reimbursable expenses incurred. Mr. Bradford agreed to defer $10,000 of his compensation per month for the quarter ended September 30, 2016. During the year ending September 30, 2016, Mr. Bradford was paid $15,000 in accordance with this agreement and was owed $30,000 in accrued compensation as of September 30, 2016. On July 1, 2016 as part of the acquisition of the assets of Cleanspark, LLC, the Company agreed to assume certain trade payables not to exceed $200,000 associated with the ongoing business. On the date of the acquisition, the Company assumed $262,573 in liabilities and, as a result, $62,573 became reimbursable by CleanSpark Holdings, LLC who is now a shareholder. During the quarter ending September 30, 2016, the Company received net reimbursements of $9,553 related to this balance. |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | 6. MICROGRID ASSETS Microgrid assets consist of the combined assets at our FractalGrid Demonstration facility located at Camp Pendleton Marine Corps Base. The California Energy Commission awarded a grant to Harper Construction Company, Inc. in July 2013 to support a microgrid technology demonstration project. CleanSpark was subcontracted to provided design, development, integration, and installation services for the FractalGrid at the School of Infantry in the 52 Area of Marine Corps Base Camp Pendleton. The Project was subsequently transferred to CleanSpark for consideration and an agreement to indemnify Harper Construction for all future responsibilities of maintenance, operations and warranty. The project included integration of CleanSparks proprietary software and controls platform with a variety of energy storage technologies. The system utilizes solar energy generated by pre-existing existing fixed-tilt solar photovoltaic panels and fifteen dual axis tracking concentrated photovoltaic units. CleanSparks distributed controls combine the generation with energy storage technologies to create four separate microgrids that self-align together to create a larger microgrid that ties directly into the larger utility grid at the 12kV level, allowing the base to consume energy from the most reliable, affordable source at any given time. The system provides a 100% renewable and sustainable solution to energy security. In the event of an outage or other energy surety threat, the software can autonomously separate a number of the nested microgrids from the utility and the controls operate them independently in island mode, without interrupting service to critical circuits. Once energy from the grid is stabilized, CleanSparks platform reconnects the microgrid to the utility. Each individual fractal microgrid can work independently or in concert as the larger 1.1MW FractalGrid, sharing data and energy throughout the group to improve efficiency, protect critical circuits, manage supply and demand, and allow for maintenance or repairs, as needed. The entire installation provides the Marine Corps and Department of the Navy with reliable energy security with built in cyber defense. The microgrid assets were acquired as part of the CleanSpark acquisition and the project was capitalized at $4,625,339 which was the fair value of the assets at the time of the acquisition. The microgrid assets consist of the following as of September 30, 2016 and September 30, 2015: September 30, 2016 September 30, 2015 Camp Pendleton FractalGrid $ 4,625,339 $ - Less: accumulated depreciation (57,501 ) - Fixed assets, net $ 4,567,838 $ Depreciation expense for the years ended September 30, 2016 and 2015 was $57,501 and $0, respectively. |
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS EQUITY (DEFICIT) | 12 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY (DEFICIT) | 11. STOCKHOLDERS EQUITY (DEFICIT) Overview Our authorized capital stock consists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2016, there were 27,834,415 shares of our common stock issued and outstanding and 1,000,000 shares of preferred stock issued and outstanding. Description of Common Stock Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation, merger or an amendment to our articles of incorporation. Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefor. Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders. In the event of any merger or consolidation of our company with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock. Description of Preferred Stock Our board of directors is authorized to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock, including, but not limited to, the following: the rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends accrue; whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption; the amount payable upon shares in the event of voluntary or involuntary liquidation; sinking fund or other provisions, if any, for the redemption or purchase of shares; the terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion; voting powers, if any, provided that if any of the preferred stock or series thereof have voting rights, such preferred stock or series shall vote only on a share for share basis with the common stock on any matter, including, but not limited to, the election of directors, for which such preferred stock or series has such rights; and, subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as the board of directors may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada. On April 15, 2015, the Company filed a Certificate of Amendment to the Companys Articles of Incorporation (the Certificate of Amendment) with the Nevada Secretary of State. The Certificate of Amendment authorized ten million (10,000,000) shares of preferred stock. The Companys Board of Directors and a majority of its shareholders approved the Certificate of Amendment. On April 15, 2015, pursuant to Article IV of our Articles of Incorporation, the Companys Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up to one million (1,000,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will be entitled to quarterly dividends on 2% of our earnings before interest, taxes and amortization. The dividends are payable in cash or common stock. The holders will also have a liquidation preference on the state value of $0.02 per share plus any accumulated but unpaid dividends. The holders are further entitled to have the Company redeem their Series A Preferred Stock for three shares of common stock in the event of a change of control and they are entitled to vote together with the holders of the Companys common stock on all matters submitted to shareholders at a rate of forty-five (45) votes for each share held. Common Stock issuances During the period commencing October 1, 2015 through March 31, 2016, the Company received $215,000 from 16 investors pursuant to private placement agreements with the investors to purchase 645,000 shares of CleanSpark $0.001 par value common stock and warrants to purchase 64,500 shares of CleanSpark $0.001 par value common stock at a purchase price equal to $0.33 for each share of Common stock and 10% warrant coverage. The warrant allows the holder to purchase shares of the Company's $0.001 par value common stock at $0.367 per share. During the period commencing July 1, 2016 through September 30, 2016, the Company received $598,800 from 9 investors pursuant to private placement agreements with the investors to purchase 748,500 shares of CleanSpark $0.001 par value common stock at a purchase price equal to $0.80 for each share of Common stock. On April 26, 2016, the Company entered into Stock Purchase Agreement with James Harper to acquire a patent from Mr. Harper as represented in an Assignment of even date. Specifically, the Agreement granted 7,500, shares of the Companys common stock, valued at $23,475, to Mr. Harper in exchange for the Assignment of United States Patent No. 8,342829 issued January 8, 2013 by the United States Patent and Trademark Office. The Assignment transfers the Patent and all rights associated therewith to the Company. Through this Assignment, the Company is now the sole owner of the Patent, which is an invention entitled Electrolytic Reactor and Related Methods for Supplementing the Air Intake of an Internal Combustion Engine. The Company anticipates integrating this technology, in whole or in part, into its downdraft gasification system, enabling the capture and conversion of process byproducts into incremental energy. On July 1, 2016, the Company, entered into the Purchase Agreement with Seller. Pursuant to the Purchase Agreement, the Company acquired all the assets related to Seller and its line of business and assumed certain liabilities. As part of the consideration the Company issued to Seller six million (6,000,000) shares of common stock with a fair value of $18,420,000 (See Note 3. BUSINESS ACQUISITION for additional details). Preferred Stock issuances On June 30, 2016, the Company issued a total of 600,000 shares of its Series A Preferred Stock to the four members of the Companys board of directors for services rendered. |
STOCK WARRANTS
STOCK WARRANTS | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
STOCK WARRANTS | 12. STOCK WARRANTS The following is a summary of stock warrants activity during the year ended September 30, 2016 and 2015. Number of Shares Weighted Average Exercise Price Balance, September 30, 2014 60,000 $ 0.36 Warrants granted and assumed 8,037,600 $ 0.10 Warrants expired Warrants canceled Warrants exercised Balance, September 30, 2015 8,097,600 $ 0.10 Warrants granted and assumed 5,014,500 $ 1.38 Warrants expired Warrants canceled Warrants exercised Balance, September 30, 2016 13,112,100 $ 0.59 As of September 30, 2016, 13,112,100 warrants are exercisable. On January 22, 2016, the Company issued warrants to purchase 450,000 shares of common stock at an exercise price of $0.367 per share to a Mr. Greg Gohlinghorst for business advisory services. The warrants were valued at $1,342,350 using the Black Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 1.49%, a dividend yield of 0% and volatility rate of 212%. The warrants were fully earned and vested on January 31, 2016. On July 1, 2016, the Company, entered into the Purchase Agreement with Seller. Pursuant to the Purchase Agreement, the Company acquired all the assets related to Seller and its line of business and assumed approximately $200,000 in liabilities. As part of the consideration the Company issued to Seller five-year warrants to purchase four million five hundred thousand (4,500,000) shares of common stock at an exercise price of $1.50 per share. The warrants were valued at $13,675,500 using the Black Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 1.0%, a dividend yield of 0% and volatility rate of 218%. The warrants were fully earned and vested on July 1, 2016. (See Note 3. BUSINESS ACQUISITION for additional details). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Companys opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $565,057 which is calculated by multiplying a 34% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items: The components of the Company's deferred tax asset as of September 30, 2016 and 2015 are as follows: For the period ended September 30, 2016 2015 Book loss for the year $ (2,540,562) $ (3,485,003) Adjustments: Non-deductible portion of meals and entertainment 6,068 1,035 Non-deductible portion of stock compensation 1,482,052 3,242,463 Non-deductible penalties - - Tax loss for the year (1,052,442) (241,505) Estimated effective tax rate 34% 34% Deferred tax asset $ (357,830) $ (82,112) As of September 30, 2016 2015 Deferred tax asset $ 565,057 $ 207,257 Valuation allowance (565,057) (207,257) Current taxes payable - - Income tax expense $ - $ - Below is a chart showing the total estimated corporate federal net operating loss (NOL) and the year in which it will expire. Year Amount Expiration 2016 $ 358,000 2036 2015 $ 82,000 2035 2014 $ 1,000 2034 2013 $ 12,000 2033 2012 $ 7,000 2032 2011 $ 13,000 2031 2010 $ 6,000 2030 2009 $ 10,000 2029 2008 $ 7,000 2028 2007 $ 1,000 2027 2006 $ 1,000 2026 2005 $ 2025 2004 $ 61,000 2024 2003 $ 2023 2002 $ 4,000 2022 2001 $ 2,000 2021 Total $ 565,000 The Company will file its U.S. federal return for the year ended September 30, 2016 upon the issuance of this filing. The tax years 2012-2015 remained open to examination for federal income tax purposes by the major tax jurisdictions to which the Company is subject. No tax returns are currently under examination by any tax authorities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES On January 22, 2016, the Company terminated its lease agreement at 2391 South 1560 West, Unit B, Woods Cross Utah and relocated its corporate office to 70 North Main Street, Suite 105, Bountiful, Utah 84010. The Company executed a one-year lease agreement that calls for the Company to make payments of $850 per month. The Company has prepaid rent for January 2017. Future minimum lease payments under the operating leases for the facilities as of September 30, 2016, are $2,550. CleanSpark, LLC has agreed to provide the power produced by its mircogrid assets located on the FractalGrid demonstration facility to Camp Pendleton Marine Corp Base free of charge until 2024. In exchange we have been granted the permission to locate our system on the base and the access to conduct guided tours of the FractalGrid demonstration facility for our potential customers. |
MAJOR CUSTOMER
MAJOR CUSTOMER | 12 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
MAJOR CUSTOMER | 15. MAJOR CUSTOMER For the years ended September 30, 2016 and 2015 we had the following customers that represented more than 10% of sales. September 30, 2016 September 30, 2015 Bethel-Webcor JV-1 100% - For the years ended September 30, 2016 and 2015 we had no suppliers that represented more than 10% of direct material costs. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS On October 31, 2016, we filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with our wholly-owned subsidiary, CleanSpark, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, our board of directors authorized a change in our name to CleanSpark, Inc. and our Articles of Incorporation have been amended to reflect this name change. In connection with the name change, our common stock now trades under the symbol CLSK that more resembles our new name. In November of 2016, the Company issued 2,932,704 shares of common stock for the cashless exercise of options. During the period commencing October 1, 2016 through December 29, 2016, the Company received $68,000 from 5 investors pursuant to private placement agreements with the investors to purchase 95,000 shares of CleanSpark Inc. $0.001 par value common stock at a purchase price equal to $0.80 for each share of Common stock. |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Fair Value of the consideration transferred | Shares of Common Stock $ 18,420,000 Stock warrants 13,675,500 Total purchase price $ 32,095,500 Tangible assets acquired $ 4,911,367 Liabilities assumed (262,573) Net tangible assets 4,648,794 Intangible assets acquired 22,526,847 Goodwill 4,919,859 Total purchase price $ 32,095,500 |
Pro Forma Results | Year ended, Year ended, September 30, 2016 September 30, 2015 Total revenues $ 1,988,172 $ 547,211 Net Income (loss) (5,428,519) (6,801,592) Basic and diluted net income (loss) per common share $ (0.19) $ (0.27) |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | September 30, 2016 September 30, 2015 Machinery and equipment $ 769,276 $ 654,918 Tenant improvements - 1,533 Furniture and fixtures 72,484 1,475 Total 841,760 657,926 Less: accumulated depreciation (58,785) (279) Fixed assets, net $ 782,975 $ 657,647 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | September 30, 2016 September 30, 2015 Prepaid stock compensation $ 50,130 $ 24,232 Prepaid rents 850 159 Prepaid insurance 6,742 - Total prepaid expenses $ 57,722 $ 24,391 |
MICROGRID ASSETS (Tables)
MICROGRID ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Microgrid Assets | September 30, 2016 September 30, 2015 Camp Pendleton FractalGrid $ 4,625,339 $ - Less: accumulated depreciation (57,501 ) - Fixed assets, net $ 4,567,838 $ |
FlEXPOWER SYSTEM (Tables)
FlEXPOWER SYSTEM (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Flexpower System | September 30, 2016 September 30, 2015 FlexPower System $ 20,007,624 $ - Less: accumulated amortization (331,638 ) - Intangible assets, net $ 19,675,986 $ - |
INTANGIBLE AND OTHER ASSETS (Ta
INTANGIBLE AND OTHER ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | September 30, 2016 September 30, 2015 Patents $ 82,641 $ 51,596 Websites 9,777 - Brand and Client lists 2,497,472 - Trademarks 4,858 - Software 10,728 - Less: accumulated amortization (137,546 ) (7,126) Intangible assets, net $ 2,467,930 $ 44,470 |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Warrant Summary | Number of Shares Weighted Average Exercise Price Balance, September 30, 2014 60,000 $ 0.36 Warrants granted and assumed 8,037,600 $ 0.10 Warrants expired Warrants canceled Warrants exercised Balance, September 30, 2015 8,097,600 $ 0.10 Warrants granted and assumed 5,014,500 $ 1.38 Warrants expired Warrants canceled Warrants exercised Balance, September 30, 2016 13,112,100 $ 0.59 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | For the period ended September 30, 2016 2015 Book loss for the year $ (2,540,562) $ (3,485,003) Adjustments: Non-deductible portion of meals and entertainment 6,068 1,035 Non-deductible portion of stock compensation 1,482,052 3,242,463 Non-deductible penalties - - Tax loss for the year (1,052,442) (241,505) Estimated effective tax rate 34% 34% Deferred tax asset $ (357,830) $ (82,112) |
Schedule of Income Tax Expense | As of September 30, 2016 2015 Deferred tax asset $ 565,057 $ 207,257 Valuation allowance (565,057) (207,257) Current taxes payable - - Income tax expense $ - $ - |
Schedule of Operating Loss Carryforwards | Year Amount Expiration 2016 $ 358,000 2036 2015 $ 82,000 2035 2014 $ 1,000 2034 2013 $ 12,000 2033 2012 $ 7,000 2032 2011 $ 13,000 2031 2010 $ 6,000 2030 2009 $ 10,000 2029 2008 $ 7,000 2028 2007 $ 1,000 2027 2006 $ 1,000 2026 2005 $ 2025 2004 $ 61,000 2024 2003 $ 2023 2002 $ 4,000 2022 2001 $ 2,000 2021 Total $ 565,000 |
MAJOR CUSTOMER (Tables)
MAJOR CUSTOMER (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Major Customers | Year Amount Expiration 2016 $ 358,000 2036 2015 $ 82,000 2035 2014 $ 1,000 2034 2013 $ 12,000 2033 2012 $ 7,000 2032 2011 $ 13,000 2031 2010 $ 6,000 2030 2009 $ 10,000 2029 2008 $ 7,000 2028 2007 $ 1,000 2027 2006 $ 1,000 2026 2005 $ 2025 2004 $ 61,000 2024 2003 $ 2023 2002 $ 4,000 2022 2001 $ 2,000 2021 Total $ 565,000 |
ORGANIZATION AND LINE OF BUSI33
ORGANIZATION AND LINE OF BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Date of Incorporation | Oct. 15, 1987 | |
Common Stock, par value | $ 0.001 | $ 0.001 |
Liabilities Assumed | $ 200,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated earnings (deficit) | $ (6,434,840) | $ (3,894,278) |
SUMMARY OF SIGNIFICANT POLICI35
SUMMARY OF SIGNIFICANT POLICIES (Details) | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of CleanSpark, Inc., and its wholly owned operating subsidiaries, CleanSpark, LLC, and CleanSpark, II, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Use of Estimates | Use of estimates |
Cash and cash equivalents | Cash and cash equivalents |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Revenue recognition | Revenue Recognition Revenues and related costs on construction contracts are recognized using the percentage of completion method of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (ASC 605-35). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. The Asset, Costs in excess of billings, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, Billings in excess of costs, represents billings in excess of revenues recognized on contracts in progress. At September 30, 2016 and September 30, 2015, the costs in excess of billings balance were $nil and $nil, and the billings in excess of costs balance were $0 and $0, respectively. Accounts receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $0 and $0 were included in the balance of trade accounts receivable as of September 30, 2016 and September 30, 2015, respectively. Accounts Receivable |
Long-lived Assets | Long-lived Assets |
Stock-based compensation | Stock-based compensation Compensation-Stock Compensation, |
Income taxes | Income taxes Income Taxes |
Non-Employee Stock Based Compensation | Non-Employee Stock Based Compensation |
Earnings (loss) per share | Earnings (loss) per share Earnings Per Share, |
Recent Accounting Pronouncements | The Company has evaluated all other recent accounting pronouncements through September 30, 2015, and believes that none of them will have a material effect on the Companys consolidated financial position, results of operations or cash flows. |
Warranty Liability | Warranty Liability |
Goodwill | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at September 30, 2016 and 2015, and determined there was no impairment of indefinite lived intangibles and goodwill. |
Business Combinations | Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Managements estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Segment Reporting | Segment Reporting |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
SUMMARY OF SIGNIFICANT POLICI36
SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
Cash | $ 436,529 | $ 88,533 |
Revenues | 82,031 | |
Concentration Risk | $ 110,423 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
Shares of Common Stock | 18,420,000 | |
Stock Warrants | 13,675,500 | |
Total Purchase Price | $ 32,095,500 | |
Tangible Assets Acquired | 4,911,367 | |
Liabilities Assumed | (262,573) | |
Net Tangible Assets | 4,648,794 | |
Intangible Assets Acquired | 22,526,847 | |
Goodwill | 4,919,589 | |
Total Purchase Price | 32,095,500 | |
Total Revenues | 1,988,172 | $ 547,211 |
Net Income (Loss) | $ (5,428,519) | $ (6,801,592) |
Basic and dilutedincome (loss) per common share | (19.00%) | (27.00%) |
BUSINESS ACQUISITION (Details n
BUSINESS ACQUISITION (Details narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
Date of Transaction | Aug. 19, 2016 | |
Accounts Payable | $ 262,873 | |
Liabilities limited to | 200,000 | |
Liabilities to be Reimbursed | $ 62,873 | |
Shares issued to Seller | 6,000,000 | |
Fair Value of Shares Issued | $ 18,420,000 | |
Exercise Price Per Share | $ 1.5 | |
Warrants to purchase shares | 4,500,000 | |
Value of Warrants Issued | $ 13,675,500 | |
details | As consideration, the Company issued to Seller six million (6,000,000) shares of common stock with a fair value of $18,420,000 and five-year warrants to purchase four million five hundred thousand (4,500,000) shares of common stock at an exercise price of $1.50 per share. The warrants were valued at $13,675,500 using the Black Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 1.0%, a dividend yield of 0% and volatility rate of 218%. The warrants were fully earned and vested on July 1, 2016. | |
Fair Value of Asset Acquired | $ 32,095,500 | |
From2015-10-01to2016-09-30 | (19.00%) | (27.00%) |
FIXED ASSETS - Schedule of Prop
FIXED ASSETS - Schedule of Property Pant and Equipment (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment | $ 769,276 | $ 654,918 |
Tenat improvements | 1,533 | 1,533 |
Furniture and fixtures | 72,484 | 1,475 |
Total | 841,760 | 657,926 |
Less: accumulated depreciation | (58,785) | (279) |
Fixed assets, net of accumulated depreciation | $ 782,975 | $ 657,647 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
Depreciation Expense | $ 58,897 | $ 279 |
MICROGRID ASSETS (Details)
MICROGRID ASSETS (Details) | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Camp Pedleton FractalGrid | $ 4,625,339 |
Less Accumulated Depreciation | (57,501) |
Fixed Assets, net | $ 4,567,838 |
MICROGRID ASSETS (Details narra
MICROGRID ASSETS (Details narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Capitalization of Project | $ 4,625,339 | |
Depreciation Expense | $ 57,501 | $ 0 |
FLEXPOWER SYSTEM (Details)
FLEXPOWER SYSTEM (Details) | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Fair Value Disclosures [Abstract] | |
FlexPower System | $ 20,007,624 |
Less: Accumulated Depreciation | (331,638) |
Intangible Assets Net | $ 19,675,986 |
FLEXPOWER SYSTEM (Details Narra
FLEXPOWER SYSTEM (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | ||
Project Capitalization | $ 20,007,624 | |
Amortization Expense | $ 331,638 | $ 0 |
INTANGIBLE AND OTHER ASSETS - S
INTANGIBLE AND OTHER ASSETS - Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 82,641 | $ 51,596 |
Websites | 9,777 | |
Brand and Client List | 2,497,472 | |
Trademarks | 4,858 | |
Software | 10,728 | |
Less: accumulated depreciation | (137,546) | (7,126) |
Fixed assets, net of accumulated depreciation | $ 2,467,930 | $ 44,470 |
INTANGIBLE AND OTHER ASSETS (De
INTANGIBLE AND OTHER ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
Amortization Expense | $ 130,420 | $ 2,251 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Professional fees | $ 1,925,593 | $ 3,377,956 |
Common Stock, Issued | 813,800 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Fair Value | $ 27,834 | $ 20,378 |
Reimbursements Received | $ 9,553 | |
Consulting Agmt | ||
Date of Agreement | Oct. 1, 2014 | |
Monthly Fee | $ 7,500 | |
Term of Agreement | 1 month | |
Professional fees | $ 97,500 | |
Professional fees owed | $ 15,000 | |
Consulting Agmt 2 | ||
Date of Agreement | Jul. 1, 2016 | |
Professional fees | $ 15,000 | |
Professional fees owed | $ 30,000 | |
Acquisition | ||
Date of Agreement | Dec. 31, 2014 | |
Common Stock, Issued | 57,474 | |
Trade Payables not to exceed | $ 200,000 | |
Assumed Liabilities | 262,573 | |
Reimbursable Liabilities | $ 62,573 |
PREPAID EXPENSES - (Details)
PREPAID EXPENSES - (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Prepaid Expenses - Schedule Of Fixed Assets Details | ||
Prepaid Stock Compensation | $ 50,130 | $ 24,232 |
Prepaid rents | 850 | 159 |
Prepaid Insurance | 6,742 | |
Total prepaid expenses | $ 57,722 | $ 24,391 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) | 12 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Stock Based Compensation | $ 42,575 |
Consulting Agreement | |
Date of Agreement | Jan. 15, 2016 |
Options Granted, Fair Value | $ 6,720 |
Value Per Share | $ / shares | $ 0.33 |
Options Term | 1 year |
Shares Issued | shares | 20,000 |
Cash Monthly Fee First Six Months | $ 3,500 |
Cash Monthly Fee First Last Months | $ 6,500 |
Board Member | |
Date Vested | Mar. 15, 2015 |
Options Granted, Shares | shares | 180,000 |
Strike Price | $ / shares | $ 0.083 |
Options Granted, Fair Value | $ 54,411 |
Prepaid expense | $ 24,232 |
Options Term | 5 years |
Risk Free Interest Rate | 2.11% |
Dividend Yield | 0.00% |
Volatility Rate | 11000.00% |
Board Advisor | |
Date of Agreement | Jan. 22, 2016 |
Strike Price | $ / shares | $ 0.33 |
Options Granted, Fair Value | $ 11,666 |
Prepaid expense | $ 7,299 |
Shares Issued | shares | 35,000 |
Consulting Agreement | |
Stock Based Compensation | $ 3,075 |
STOCKHOLDERS EQUITY (DEFICIT) (
STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2014 | Sep. 30, 2015 | |
Common Stock, Shares authorized | 100,000,000 | 100,000,000 | |
Common Stock, par value | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, par value | $ 0.001 | $ 0.001 | |
Common Stock, shares issued | 27,834,415 | 20,318,845 | |
Preferred Stock, Shares issued | 1,000,000 | 400,000 | |
Series A Preferred Stock, Shares | 1,000,000 | ||
Series A Preferred Stock, Par Value | $ 0.001 | ||
Shares issued for direct investment | 813,800 | ||
Shares issued for direct investment, value | $ 200,000 | ||
Dividend Rate | 2.00% | ||
Liquidation Preference Per Share | $ 0.02 | ||
Date of Certificate of Amendment | Apr. 15, 2015 | ||
Voting rates for shareholders | 45 |
STOCK WARRANTS - Schedule of Wa
STOCK WARRANTS - Schedule of Warrant Summary (Details) | 12 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Accounting Policies [Abstract] | |
Beginning Balance, number of shares | shares | 8,097,600 |
Beginning Balance, weighted average exercise price | $ / shares | $ .10 |
Warrants Granted and Assumed, number of shares | shares | 5,014,500 |
Warrants Granted and Assumed, weighted average exercise price | $ / shares | $ 1.38 |
Ending Balance, number of shares | shares | 13,112,100 |
Ending Balance, weighted average exercise price | $ / shares | $ .59 |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) | 12 Months Ended |
Sep. 30, 2016USD ($)shares | |
Warrants Exercisable | 13,122,100 |
Board Advisor | |
Date of Issuance | Jan. 22, 2016 |
Warrants Issued | 450,000 |
Warrant, Fair Value | $ | $ 1,342,350 |
Exercise Price | 36.70% |
Warrant, Description | The warrants were valued at $1,342,350 using the Black Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 1.49%, a dividend yield of 0% and volatility rate of 212%. The warrants were fully earned and vested on January 31, 2016. |
Purchase Agreement | |
Date of Issuance | Jul. 1, 2016 |
Warrants Issued | 4,500,000 |
Warrant, Fair Value | $ | $ 13,675,500 |
Exercise Price | 150.00% |
Warrant, Description | On July 1, 2016, the Company, entered into the Purchase Agreement with Seller. Pursuant to the Purchase Agreement, the Company acquired all the assets related to Seller and its line of business and assumed approximately $200,000 in liabilities. As part of the consideration the Company issued to Seller five-year warrants to purchase four million five hundred thousand (4,500,000) shares of common stock at an exercise price of $1.50 per share. The warrants were valued at $13,675,500 using the Black Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 1.0%, a dividend yield of 0% and volatility rate of 218%. The warrants were fully earned and vested on July 1, 2016. (See Note 3. BUSINESS ACQUISITION for additional details). |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Net income (loss) | $ (2,540,562) | $ (3,485,003) | $ (45,145) |
Adjustments: | |||
Non-deductible portion of meals and entertainment | 6,068 | 1,035 | |
Non-deductible portion of stock compensation | 1,482,052 | 3,242,463 | |
Tax loss for the year | $ (1,052,422) | $ 241,505 | |
Effective tax rate | 34.00% | 34.00% | |
Deferred tax asset | $ (357,830) | $ (82,112) |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Expense (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 565,057 | $ 207,257 |
Valuation allowance | $ (565,057) | $ (207,257) |
INCOME TAXES - Schedule of Oper
INCOME TAXES - Schedule of Operating Loss Carryforwards (Details) - USD ($) | 12 Months Ended | |||||||||||||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2009 | Sep. 30, 2008 | Sep. 30, 2007 | Sep. 30, 2006 | Sep. 30, 2005 | Sep. 30, 2004 | Sep. 30, 2003 | Sep. 30, 2002 | Sep. 30, 2001 | |
Income Tax Disclosure [Abstract] | ||||||||||||||||
Operating Loss Carryfoward, allowance | $ 358,000 | $ 85,000 | $ 1,000 | $ 12,000 | $ 7,000 | $ 13,000 | $ 6,000 | $ 10,000 | $ 7,000 | $ 1,000 | $ 1,000 | $ 61,000 | $ 4,000 | $ 2,000 | ||
Operating Loss Carryfoward, Expiration Date | Sep. 30, 2036 | Sep. 30, 2035 | Sep. 30, 2034 | Sep. 30, 2033 | Sep. 30, 2032 | Sep. 30, 2031 | Sep. 30, 2030 | Sep. 30, 2029 | Sep. 30, 2028 | Sep. 30, 2027 | Sep. 30, 2026 | Sep. 30, 2025 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Net Operating Loss | $ 565,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 565,057 | $ 207,257 |
Effective tax rate | 34.00% | 34.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Future minimum lease payments | $ 2,550 |
Lease Agreements | |
Monthly Rent Expense | $ 850 |
Term of Agreement | 1 year |
Date of Lease Termination | Jan. 22, 2016 |
MAJOR CUSTOMER (Details Narrati
MAJOR CUSTOMER (Details Narrative) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Notes to Financial Statements | ||
Customer Representation Percentage | 1000.00% | |
Supplier Representaion Percentage | 0.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 29, 2016 | Sep. 30, 2016 | |
Issuance of Shares | 2,932,704 | |
Private Placement | ||
Shares purchased by investors | 95,000 | |
Par Value Per Share | $ 0.001 | |
Purchase Price Per Share Value | 80.00% | |
Cash Received on Investment | $ 68,000 |