Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 14, 2021 | Mar. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity File Number | 001-39187 | ||
Entity Registrant Name | CleanSpark, Inc. | ||
Entity Central Index Key | 0000827876 | ||
Entity Tax Identification Number | 87-0449945 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2370 Corporate Circle | ||
Entity Address, Address Line Two | Suite 160 | ||
Entity Address, City or Town | Henderson | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89074 | ||
City Area Code | (702) | ||
Local Phone Number | 941-8047 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | CLSK | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 702,832,610 | ||
Entity Common Stock, Shares Outstanding | 41,447,776 | ||
ICFR Auditor Attestation Flag | true | ||
Share Price | $ 23.89 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Current assets | ||
Cash and cash equivalents, including restricted cash | $ 18,040,327 | $ 3,126,202 |
Accounts receivable, net | 2,619,957 | 859,791 |
Contract assets | 4,103 | |
Inventory | 2,672,744 | 247,500 |
Prepaid expense and other current assets | 5,129,047 | 938,993 |
Digital currency | 23,603,210 | |
Derivative investment asset | 4,905,656 | 2,115,269 |
Investment equity security | 260,772 | 460,000 |
Investment debt security, AFS, at fair value | 494,608 | 500,000 |
Total current assets | 57,726,321 | 8,251,858 |
Property and equipment, net | 137,592,871 | 117,994 |
Operating lease right of use asset | 1,488,240 | 40,711 |
Capitalized software, net | 503,685 | 976,203 |
Intangible assets, net | 12,277,360 | 7,049,656 |
Deposits on mining equipment | 87,959,910 | |
Other long-term asset | 875,536 | |
Goodwill | 19,049,198 | 5,903,641 |
Total assets | 317,473,121 | 22,340,063 |
Current liabilities | ||
Accounts payable and accrued liabilities | 7,975,263 | 4,527,037 |
Contract liabilities | 296,964 | 64,198 |
Operating lease liability | 256,195 | 41,294 |
Finance lease liability | 413,798 | |
Acquisition liability | 300,000 | |
Contingent consideration | 820,802 | 750,000 |
Total current liabilities | 10,063,022 | 5,382,529 |
Long-term liabilities | ||
Loans payable | 531,169 | |
Operating lease liability, net of current portion | 1,235,325 | |
Finance lease liability, net of current portion | 458,308 | |
Total liabilities | 11,756,655 | 5,913,698 |
Stockholders' equity | ||
Common stock; $0.001 par value; 100,000,000 shares authorized; 37,395,945 and 17,390,979 shares issued and outstanding as of September 30, 2021 and September 30, 2020, respectively | 37,394 | 17,391 |
Preferred stock; $0.001 par value; 10,000,000 shares authorized; Series A shares; 2,000,000 authorized; 1,750,000 and 1,750,000 issued and outstanding as of September 30, 2021 and September 30, 2020 respectively | 1,750 | 1,750 |
Additional paid-in capital | 444,074,832 | 132,809,830 |
Accumulated other comprehensive loss | (5,392) | |
Accumulated deficit | (138,392,118) | (116,402,606) |
Total stockholders' equity | 305,716,466 | 16,426,365 |
Total liabilities and stockholders' equity | $ 317,473,121 | $ 22,340,063 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Sep. 17, 2021 | Mar. 16, 2021 | Oct. 02, 2020 | Sep. 30, 2020 | Dec. 05, 2019 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 50,000,000 | 35,000,000 | 100,000,000 | |
Common Stock, Shares, Outstanding | 37,395,945 | 17,390,979 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||
Preferred Stock, Shares Outstanding | 1,750,000 | 1,750,000 | ||||
Series A Preferred Stock [Member] | ||||||
Preferred Stock, Shares Authorized | 2,000,000 | |||||
Preferred Stock, Shares Outstanding | 1,750,000 | 1,750,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues, net | ||
Digital currency mining revenue, net | $ 38,846,633 | $ 0 |
Energy hardware, software and services revenue | 9,002,636 | 9,018,023 |
Other services revenue | 1,588,846 | 1,010,678 |
Total revenues, net | 49,438,115 | 10,028,701 |
Costs and expenses | ||
Cost of revenues (exclusive of depreciation and amortization shown below) | 13,964,711 | 7,907,849 |
Professional fees | 8,272,967 | 6,521,016 |
Payroll expenses | 25,355,684 | 6,813,641 |
General and administrative expenses | 5,291,652 | 1,093,062 |
Impairment of goodwill | 5,723,388 | |
Other impairment expense (related to Intangible Assets) | 7,162,398 | |
Depreciation and amortization | 12,244,368 | 2,836,249 |
Total costs and expenses | 78,015,168 | 25,171,817 |
Loss from operations | (28,577,053) | (15,143,116) |
Other income/(expense) | ||
Other income | 544,778 | 20,000 |
Change in fair value of contingent consideration | 84,198 | |
Realized gain on sale of digital currency | 3,104,378 | |
Realized gain on sale of equity securities | 179,046 | |
Unrealized gain (loss) on equity security | (5,153) | 116,868 |
Unrealized gain on derivative security | 2,790,387 | 2,115,269 |
Interest income | 221,488 | 308,804 |
Interest expense | (154,079) | (10,758,750) |
Loss on disposal of assets | (5,218) | |
Total other income (expense) | 6,765,043 | (8,203,027) |
Loss before income tax (expense) or benefit | (21,812,010) | (23,346,143) |
Income tax (expense) or benefit | ||
Net loss | (21,812,010) | (23,346,143) |
Other comprehensive loss | (5,392) | |
Total comprehensive loss | (21,817,402) | (23,346,143) |
Preferred stock dividends | 177,502 | |
Total comprehensive loss attributable to common shareholders | $ (21,994,904) | $ (23,346,143) |
Loss per common share - basic and diluted | $ (0.75) | $ (2.44) |
Weighted average common shares outstanding - basic and diluted | 29,441,364 | 9,550,626 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Sep. 30, 2019 | $ 1,000 | $ 4,679 | $ 111,936,125 | $ (93,056,463) | $ 18,885,341 | |
Shares, Issued, Beginning Balance at Sep. 30, 2019 | 1,000,000 | 4,679,018 | ||||
Shares issued for services | $ 750 | $ 50 | 139,800 | 140,600 | ||
Stock Issued During Period, Shares, Issued for Services | 750,000 | 50,381 | ||||
Shares issued upon conversion of debt and accrued interest | $ 11,331 | 14,038,669 | 14,050,000 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 11,330,978 | |||||
Shares issued for business acquisition | $ 122 | 694,878 | 695,000 | |||
Stock Issued During Period, Shares, Acquisitions | 122,126 | |||||
Options and warrants issued for services | 1,912,632 | 1,912,632 | ||||
[custom:OptionsAndWarrantsIssuedForServicesShares] | ||||||
Stock Issued During Period, Shares, Other | ||||||
Net loss | (23,346,143) | (23,346,143) | ||||
Other comprehensive loss | ||||||
Ending balance, value at Sep. 30, 2020 | $ 1,750 | $ 17,391 | 132,809,830 | (116,402,606) | 16,426,365 | |
Shares, Issued, Ending Balance at Sep. 30, 2020 | 1,750,000 | 17,390,979 | ||||
Rounding shares issued for stock split | $ 1 | (1) | ||||
Stock Issued During Period, Shares, Stock Splits | 793 | 793 | ||||
Shares returned and cancelled | $ (30) | 30 | ||||
[custom:SharesReturnedAndCancelledShares] | (30,000) | |||||
Options issued for business acquisition | 88,935 | 88,935 | ||||
[custom:OptionsIssuedForBusinessAcquisitionShares] | ||||||
Shares issued upon exercise of warrants | $ 7 | (7) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 6,913 | 15,000 | ||||
Shares issued under registered direct offering | $ 1,231 | 3,998,769 | $ 4,000,000 | |||
[custom:StockIssuedDuringPeriodForDirectInvestmentShares] | 1,230,770 | |||||
Shares issued for services | $ 631 | 5,923,300 | $ 5,923,931 | |||
Stock Issued During Period, Shares, Issued for Services | 631,765 | 57,045 | ||||
Exercise of options and warrants | $ 389 | 3,750,542 | $ 3,750,931 | |||
Stock Issued During Period, Shares, Conversion of Units | 389,745 | |||||
Shares issued upon conversion of debt and accrued interest | $ (15) | 15 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | (15,000) | |||||
Shares issued for business acquisition | $ 996 | 15,783,376 | 15,784,372 | |||
Stock Issued During Period, Shares, Acquisitions | 976,828 | |||||
Shares in Escrow for business acquisition | $ 1,100 | 10,580,786 | 10,581,886 | |||
[custom:StockInEscrowForBusinessAcquisitionShares] | 1,119,160 | |||||
Options and warrants issued for services | 5,480,426 | 5,480,426 | ||||
[custom:OptionsAndWarrantsIssuedForServicesShares] | ||||||
Stock Issued During Period, Shares, Other | ||||||
Shares issued under underwritten offering, net of offering costs | $ 16,978 | 270,639,140 | 270,656,118 | |||
[custom:StockIssuedDuringPeriodUnderUnderwrittenOfferingShares] | 16,978,734 | |||||
Shares returned in relation to business acquisition | $ (76) | (892,583) | (892,659) | |||
Stock Repurchased During Period, Shares | 76,266 | |||||
Stock Repurchased During Period, Shares | (76,266) | |||||
Preferred stock dividends | (177,502) | (177,502) | ||||
Dividends, Preferred Stock | 177,502 | 177,502 | ||||
Net loss | (21,812,010) | (21,812,010) | ||||
Stock Issued During Period, Shares, New Issues | ||||||
Other comprehensive loss | (5,392) | (5,392) | ||||
Ending balance, value at Sep. 30, 2021 | $ 1,750 | $ 37,394 | $ 444,074,832 | $ (5,392) | $ (138,392,118) | 305,716,466 |
Shares, Issued, Ending Balance at Sep. 30, 2021 | 1,750,000 | 37,395,945 | ||||
Shares issued upon exercise of warrants | $ 3,750,932 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 250,790 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 283,720,459 | |||||
Net loss | (16,677,127) | |||||
Ending balance, value at Jun. 30, 2021 | $ 281,795,614 |
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 | $ (21,812,010) | $ (23,346,143) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation including expenses in lieu of commission to brokers | 8,546,712 | 2,053,232 |
Impairment expense on digital currency | 6,608,076 | |
Unrealized gain on equity security | 5,153 | (116,868) |
Digital currency issued for services | 296,592 | |
Realized gain on sale of equity security | (179,046) | |
Realized gain on digital currency | (3,104,378) | |
Depreciation and amortization | 12,244,368 | 2,836,249 |
Provision for bad debts | 246,453 | 27,456 |
Gain on derivative asset | (2,790,387) | (2,115,269) |
Gain on forgiveness of debt | (531,169) | |
Change in fair value of contingent consideration | (84,198) | |
Amortization of debt discount | 9,010,547 | |
Shares issued as interest | 2,050,000 | |
Loss on asset disposal | (5,218) | |
Impairment expense on capitalized software | 554,322 | |
Impairment of Goodwill | 5,723,388 | |
Noncash lease expense | 321,758 | 44,569 |
Changes in operating assets and liabilities | ||
Decrease (increase) in prepaid expenses and other current assets | (3,216,288) | 275,452 |
Decrease in contract assets | 4,103 | 52,974 |
Decrease in contract liabilities, net | 146,128 | (435,203) |
(Increase) in accounts receivable | (2,011,250) | (21,664) |
Increase in accounts payable and accrued liabilities | 5,006,403 | 3,415,168 |
(Increase) in digital currency | (38,846,633) | |
(Decrease) in lease liability | (319,061) | (43,986) |
Increase in inventory | (2,238,378) | (247,500) |
(Decrease) in due to related parties | (86,966) | |
Net cash used in operating activities | (35,429,342) | (6,642,734) |
Cash Flows from investing | ||
Increase in deposits on mining equipment | (89,260,010) | |
Proceeds from sale of digital currencies | 11,443,132 | |
Proceeds from sale of equity securities | 373,121 | |
Purchase of property and equipment | (139,234,948) | (34,897) |
Acquisition of ATL Data Center, net of cash received | 45,783 | |
Acquisition of p2KLabs, net of cash received | (1,141,990) | |
Acquisition of Solar Watt Solutions | (1,000,136) | |
Cash consideration for acquisition of GridFabric, net of cash acquired | (371,812) | |
Investment in capitalized software | (84,924) | |
Investment in debt and equity securities | (750,000) | |
Net cash used in investing activities | (217,714,926) | (2,383,623) |
Cash Flows from Financing Activities | ||
Payments on promissory notes | (5,882,553) | (217,467) |
Proceeds from promissory notes | 531,169 | |
Payments on finance leases | (288,602) | |
Proceeds from exercise of options and warrants | 3,750,932 | |
Proceeds from offerings, net | 270,656,118 | 4,000,000 |
Dividend paid | (177,502) | |
Net cash provided by financing activities | 268,058,393 | 4,313,702 |
Net increase (decrease) in Cash | 14,914,125 | (4,712,655) |
Cash and cash equivalents, including restricted cash, beginning of period | 3,126,202 | 7,838,857 |
Cash and cash equivalents, including restricted cash, end of period | 18,040,327 | 3,126,202 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 156,204 | 14,162 |
Cash paid for tax | ||
Non-cash investing and financing transactions | ||
Day one recognition of right of use asset and liability | 1,543,719 | 85,280 |
Remeasurement of right of use asset and liability due to lease modification | 695,551 | |
Shares and options issued for business acquisition | 25,473,675 | 783,935 |
Options issued for services | 953,125 | 1,912,632 |
Shares issued for services | 1,904,521 | 139,850 |
Shares issued for conversion of debt and accrued interest | 14,050,000 | |
Cashless exercise of warrants | $ 74 | $ 7 |
Shares issued as collateral returned to treasury | 15 | 30 |
1. ORGANIZATION AND LINE OF BUS
1. ORGANIZATION AND LINE OF BUSINESS | 12 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. ORGANIZATION AND LINE OF BUSINESS | 1. ORGANIZATION AND LINE OF BUSINESS Organization The Company – CleanSpark, Inc. (“CleanSpark,” “we,” “our,” "Company") was incorporated in the state of Nevada on October 15, 1987 as SmartData Corporation. In October 2016, the Company changed its name to CleanSpark, Inc. CleanSpark, Inc. is a bitcoin mining and diversified energy company incorporated in Nevada. The Company sustainably mines bitcoin and provides advanced energy technology solutions to commercial and residential customers to solve modern energy challenges. The Company, through itself and its wholly owned subsidiaries, has operated in the digital currency mining sector since December 2020, and in the alternative energy sector since March 2014. CleanSpark, Inc. aims to develop a long-term sustainability and clean energy plan to support its bitcoin mining operations. Lines of Business Digital Currency Mining Segment Through our wholly owned subsidiaries, ATL Data Centers LLC (“ATL”) and CleanBlok, , the Company mines bitcoin. The Company entered the bitcoin mining industry through our acquisition of ATL in December 2020. It acquired a second data center in August 2021 and have had a co-location agreement with N since July 2021. Bitcoin mining has now become the Company’s principal revenue generating business activity. We intend to acquire additional equipment and infrastructure capacity to continue to expand our bitcoin mining operations. Through our subsidiaries CSRE Properties Norcross, LLC and CSRE Property Management Company, LLC and CSRE Properties, LLC, we maintain real property holdings for ATL Data Centers LLC and CleanBlok Inc. Energy Segment The Company provides energy solutions through our wholly owned subsidiaries CleanSpark, LLC, These solutions consist of engineering, design and software solutions to military, commercial and residential customers . The Company’s solutions are supported by a proprietary suite of software solutions that include microgrid energy modeling, energy market communications and energy management solutions. Other business activities Through our wholly owned subsidiary p2kLabs, Inc., we provide design, software development, and other technology-based consulting services. The services provided are generally hourly or fixed-fee project-based arrangements. Through ATL, we also provide traditional data center services, such as providing customers with rack space, power and equipment, and offer several cloud services including virtual services, virtual storage, and data backup services. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Liquidity The accompanying audited financial statements of the Company have been prepared by the Management in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and have been filed with the SEC on December 14, 2021 (“Form 10-K”). As shown in the accompanying audited consolidated financial statements, the Company incurred a net loss of $21,812,010 and $23,346,143 during the years ended September 30, 2021 and September 30, 2020, respectively. While the Company has experienced negative cash flows from operations, the Company has sufficient capital to support its ongoing operations from cash flows provided from operational activities, including potential sale of digital currency, and has access to additional capital through the registered sale of equity securities pursuant to a registration statement on Form S-3. In addition, the Company is continuing to grow its business segments through which it expects to grow its working capital base. As of September 30, 2021 and September 30, 2020, the Company had working capital of $47,663,299 and $2,869,329 , respectively. Principles of Consolidation The accompanying audited consolidated financial statements include the accounts of CleanSpark, Inc., and its wholly owned operating subsidiaries, CleanSpark, LLC, CleanSpark II, LLC, CleanSpark Critical Power Systems Inc., p2kLabs, Inc, GridFabric, LLC, ATL Data Centers LLC, CleanBlok, Inc., CSRE Properties, LLC, Solar Watt Solutions, Inc, CSRE Properties Norcross, LLC and CSRE Property Management Company, LLC. All intercompany transactions have been eliminated upon consolidation of these entities. Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The evaluation of going concern under the accounting guidance requires significant judgment which involves the Company to consider that it has historically incurred losses in recent years as it has prepared to grow its business through acquisition opportunities. The Company must also consider its current liquidity as well as future market and economic conditions that may be deemed outside the control of the Company as it relates to obtaining financing and generating future profits. As of September 30, 2021, the Company had approximately $18 million of available cash on-hand and Bitcoin with a fair market value of $27.5 million . In determining whether there is substantial doubt about the Company’s ability to continue as a going concern, the Company may consider the effects of any mitigating plans for additional sources of financing. The Company identified additional financing sources it believes are currently available to fund its operations and drive future growth that include (i) the ability to access capital using the at-the-market (“ATM”) equity offering program available to the Company whereby the Company may sell additional shares of its common stock (discussed in Note 11 – Stockholders’ Equity), and (ii) the ability to raise additional financing from other sources. (Refer to Note 11 for further details) Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company’s goodwill and digital currency impairment, intangible assets acquired, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, revenue recognition from digital currency mining, valuation of derivative assets and liabilities, available-for-sale investments, allowances for uncollectible accounts, valuation of digital currencies, valuation of contingent consideration, warranty, and the valuations of share based awards. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions including, but not limited to, the ultimate impact that COVID-19 may have on the Company’s operations. Revenue Recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board's (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Our accounting policy on revenue recognition by type of revenue is provided below. Revenues from digital currency mining The Company has entered in digital asset mining pools to provide computing power to the mining pools. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company starts providing computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives ( less There is currently no definitive guidance under GAAP or alternative accounting framework for the accounting for digital currencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. The total revenue recognized from digital currency mining for the years ended September 30, 2021 and September 30, 2020 is $38,846,633 and $0, respectively. Engineering & Construction Contracts and Service Contracts The Company recognizes engineering and construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Engineering and construction contracts are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. The Company recognizes revenue based primarily on contract cost incurred to date compared to total estimated contract cost (an input method). The input method is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Customer-furnished materials, labor and equipment and, in certain cases, subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the company is acting as a principal rather than as an agent (i.e., the company integrates the materials, labor and equipment into the deliverables promised to the customer). Customer-furnished materials are only included in revenue and cost when the contract includes construction activity and the Company has visibility into the amount the customer is paying for the materials or there is a reasonable basis for estimating the amount. The Company recognizes revenue, but not profit, on certain uninstalled materials that are not specifically produced, fabricated, or constructed for a project. Revenue on these uninstalled materials is recognized when the cost is incurred (when control is transferred). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on engineering and construction contracts are typically due within 30 to 45 days of billing, depending on the contract. The Company recognizes energy (solar panel and battery) installation contract revenue for residential customers at a point in time upon completion of the installation. The revenues associated with energy installations for commercial customers are recognized over a period of time as noted in the engineering and construction contract revenue disclosure above. For service contracts (including maintenance contracts) in which the Company has the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date, revenue is recognized when services are performed and contractually billable. Service contracts that include multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on service contracts that have not been billed to clients is classified as a current asset under contract assets on the Consolidated Balance Sheets. Amounts billed to clients in excess of revenue recognized on service contracts to date are classified as a current liability under contract liabilities. Customer payments on service contracts are typically due within 30 days of billing, depending on the contract. The total revenue recognized from sale of residential battery, residential solar and commercial solar for the years ended September 30, 2021 and September 30, 2020 is $3,727,335 and $0 , respectively. Revenues from Sale of Equipment Performance Obligations Satisfied at a point in time. We recognize revenue on agreements for equipment we sell on a standardized basis to the market at a point in time. We recognize revenue at the point in time that the customer obtains control of the good, which is generally upon shipment or when the customer has physical possession of the product depending on contract terms. We use proof of delivery for certain large equipment with more complex logistics, whereas the delivery of other equipment is estimated based on historical averages of in-transit periods (i.e., time between shipment and delivery). Generally, shipping costs are included in the price of equipment unless the customer requests a non-standard shipment. In situations where an alternative shipment arrangement has been made, the Company recognizes the shipping revenue upon customer receipt of the shipment. In situations where arrangements include customer acceptance provisions based on seller or customer-specified objective criteria, we recognize revenue when we have concluded that the customer has control of the goods and that acceptance is likely to occur. We generally do not provide for anticipated losses on point in time transactions prior to transferring control of the equipment to the customer. Our billing terms for these point in time equipment contracts vary and generally coincide with shipment to the customer; however, within certain businesses, we receive progress payments from customers for large equipment purchases, which is generally to reserve production slots with our manufacturing partners, which are recorded as contract liabilities. Due to the customized nature of the equipment, the Company does not allow for customer returns. Service Performance obligations satisfied over time. We enter into long-term product service agreements with our customers primarily within our microgrid segment. These agreements require us to provide preventative maintenance, and standby support services that include certain levels of assurance regarding system performance throughout the contract periods, these contracts will generally range from 1 to 10 years. We account for items that are integral to the maintenance of the equipment as part of our service-related performance obligation, unless the customer has a substantive right to make a separate purchasing decision (e.g., equipment upgrade). Contract modifications that extend or revise contract terms are not uncommon and generally result in our recognizing the impact of the revised terms prospectively over the remaining life of the modified contract (i.e., effectively like a new contract). Revenues are recognized for these arrangements on a straight-line basis consistent with the nature, timing and extent of our services, which primarily relate to routine maintenance and as needed product repairs. Our billing terms for these contracts vary, but we generally invoice periodically as services are provided. Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) of $0 and contract work in progress (typically for fixed-price contracts) of $0 and $4,103 as of September 30, 2021 and September 30, 2020, respectively. Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the terms of the contract. There are no advances that are payments on account of contract assets that have been deducted from contract assets as of September 30, 2021 and September 30, 2020. Contract liabilities mostly represent customer deposits. The Company recorded $296,964 and $64,198 in contract liabilities as of September 30, 2021 and September 30, 2020, respectively. The total revenue recognized from sale of switchgear for the years ended September 30, 2021 and September 30, 2020 is $4,448,726 and $7,505,761 respectively. Revenues from software The Company derives its software revenue from both subscription fees from customers for access to its energy software offerings and software license sales and support services. Revenues from software licenses are generally recognized upfront when the software is made available to the customer and revenues from the related support is generally recognized ratably over the contract term. The Company’s policy is to exclude sales and other indirect taxes when measuring the transaction price of its subscription agreements. The Company’s subscription agreements generally have monthly or annual contractual terms. Revenue is recognized ratably over the related contractual term beginning on the date that the platform is made available to a customer. Access to the platform represents a series of distinct services as the Company continually provides access to, and fulfills its obligation to the end customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The total revenue recognized from design, software development and other technology-based consulting services for the years ended September 30, 2021 and September 30, 2020 is $1,676,505 and $2,431,419 , respectively. Revenues from design, software development and other technology-based consulting services For service contracts performed under Master Services Agreements (“MSA”) and accompanying Statement(s) of Work (“SOW”), revenue is recognized based on the performance obligation(s) outlined in the SOW which is typically hours worked or specific deliverable milestones. In the case of a milestone-based SOW, the Company recognizes revenues as each deliverable is signed off by the customer. The total revenue recognized from design, software development and other technology-based consulting services for the years ended September 30, 2021 and September 30, 2020 is $1,676,505 and $2,431,419 , respectively. Revenues from data center services The Company provides data services such as providing its customers with rack space, power and equipment, and cloud services such as virtual services, virtual storage, and data backup services, generally based on monthly services provided at a defined price included in the contracts. The performance obligations are the services provided to a customer for the month based on the contract. The transaction price is the price agreed with the customer for the monthly services provided and the revenues are recognized monthly based on the services rendered for the month. The total revenue recognized from data center services for the years ended September 30, 2021 and September 30, 2020 is $554,345 and $0 , respectively. Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; awards and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. The C Practical Expedients If the Company has a right to consideration from a customer in an amount that corresponds directly with the value of the Company’s performance completed to date (a service contract in which the company bills a fixed amount for each hour of service provided), the Company recognizes revenue in the amount to which it has a right to invoice for services performed. The Company does not adjust the contract price for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the company transfers a service to a customer and when the customer pays for that service will be one year or less. The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the Company from its customers (use taxes, value added taxes, some excise taxes). For the year ended September 30, 2021 and 2020, the Company reported revenues of $49,438,115 and $10,028,701 , respectively. Cost of Revenues The Company includes the following in cost of revenues: energy costs, materials costs, manufacturing and logistics costs, freight costs, inventory write-downs, hosting services costs. The recognition of cost of revenue for our energy segment is dependent upon the revenue stream that it pertains to, refer below: 1. Products Delivered at a Point in Time. Cost of revenue from these products is recognized when the Company transfers control of the product to the customer, which is generally upon shipment. 2. Products Delivered Over Time. Cost of revenue from these products is recognized over the related service period. Cash and cash equivalents including restricted cash Cash and cash equivalents include cash and amounts due from banks and restricted cash. The Company’s restricted cash represents amounts held in trust for certain construction projects. The following table sets forth a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets that agrees to the total of those amounts as presented in the consolidated statements of cash flows. September 30, 2021 September 30, 2020 Cash and cash equivalents, excluding restricted cash $ 14,571,198 $ 3,126,202 Restricted cash – construction escrow account 3,469,129 — Cash and cash equivalents per consolidated Balance Sheet $ 18,040,327 $ 3,126,202 Accounts receivable Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. They are initially recorded at the invoiced amount upon the sale of goods or services to customers, and do not bear interest. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable, net consists of the following: September 30, 2021 September 30, 2020 Accounts Receivable, gross $ 2,891,784 $ 902,146 Other receivables 421,681 — Retainage receivable — 615 Provision for doubtful allowances (693,508 ) (42,970) Total Accounts Receivable, net $ 2,619,957 $ 859,791 Inventory Inventory is stated at the lower cost or net realizable value with cost being measured on a first-in, first-out basis. For solar panel and battery installations, the Company transfers component parts from inventories to cost of goods sold once installation is complete. The Company periodically reviews inventories for unusable and obsolete items based on assumptions about future demand and market conditions. Based on this evaluation, provisions are made to write inventories down to their net realizable value. There were no write-downs of inventory as of September 30, 2021 and 2020, respectively. The composition of inventory for the years ended as of September 30, 2021 and 2020 are as follows: September 30, 2021 September 30, 2020 Batteries and solar panels $ 1,819,398 $ — Supplies and other 853,346 247,500 Total inventory $ 2,672,744 $ 247,500 The Company has presented inventory amounting to $247,500 separate from Prepaid and other current assets to Inventory as of September 30, 2020. Prepaid expense and other current assets The Company records a prepaid expense for costs paid but not yet incurred. Those expected to be incurred within one year are recognized and shown as a short-term pre-paid expense. Any costs expected to be incurred outside of one year would be considered other long term assets. Other current assets are assets that consist of deposits and interest receivable. Deposits and interest we expect to receive within one year are shown as short-term. Those we expect to receive outside of one year are shown as other long term assets. Investment securities Investment securities include debt securities and equity securities. Debt securities are classified as available for sale (“AFS”) and are reported as an asset in the Consolidated Balance Sheets at their estimated fair value. As the fair values of AFS debt securities change, the changes are reported net of income tax as an element of OCI, except for other-than-temporarily-impaired securities. When AFS debt securities are sold, the unrealized gains or losses are reclassified from OCI to non-interest income. Securities classified as AFS are securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as AFS would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, decline in credit quality, and regulatory capital considerations. Interest income is recognized based on the coupon rate and increased by accretion of discounts earned or decreased by the amortization of premiums paid over the contractual life of the security. For individual debt securities where the Company either intends to sell the security or more likely than not will not recover all of its amortized cost, OTTI (other than temporary impairment) is recognized in earnings equal to the entire difference between the security's cost basis and its fair value at the balance sheet date. For individual debt securities for which a credit loss has been recognized in earnings, interest accruals and amortization and accretion of premiums and discounts are suspended when the credit loss is recognized. Interest received after accruals have been suspended is recognized in income on a cash basis. The Company holds investments in both publicly held and privately held equity securities. However, as described in Note 1, the Company is primarily doing business of in the digital currency mining sector and alternative energy sector, and not in the business of investing in securities. Privately held equity securities are recorded at cost and adjusted for observable transactions for same or similar investments of the issuer (referred to as the measurement alternative) or impairment. All gains and losses on privately held equity securities, realized or unrealized, are recorded through gains or losses on equity securities on the consolidated statement of operations and comprehensive loss. Publicly held equity securities are based on fair value accounting with unrealized gains or losses resulting from changes in fair value reflected as unrealized gains or losses on equity securities in our consolidated statements of operations and comprehensive loss. Concentration Risk At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The cash balance, in excess of the FDIC limits was $17,790,327 and $2,876,202 for periods ended September 30, 2021 and September 30, 2020, respectively. The accounts offered by custodians of the Company’s bitcoin are not insured by the FDIC. The fair market value of bitcoin held in accounts covered by FDIC limits was $27,554,031 and $0 The Company has certain customers and vendors who individually represented 10% or more of the Company’s revenue or capital expenditures. (see Note 16 for details) Leases In accordance with ASC 842, the Company assesses whether an arrangement contains a lease at contract inception. When an arrangement contains a lease, the Company categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in “Fixed Assets, net.” All other leases are categorized as operating leases. The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. Some leases include multiple year renewal options. The Company’s decision to exercise these renewal options is based on an assessment of its current business needs and market factors at the time of the renewal. Currently, the Company has no leases for which the option to renew is reasonably certain and therefore, options to renew were not factored into the calculation of its right of use asset and lease liability as of September 30, 2021. For all classes of underlying assets, the Company has elected to not separate lease from non-lease components. Warranty Liability The Company establishes warranty liability reserves to provide for estimated future expenses as a result of installation and product defects, product recalls and litigation incidental to the Company’s business. Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers and subcontractors participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with the Company’s general counsel and outside counsel retained to handle specific product liability cases. The Company’s manufacturers and service providers currently provide substantial warranties between ten to twenty-five years with full reimbursement to replace and install replacement parts. While it is probable that the Company will incur costs associated with future warranty claims, the Company cannot reasonably estimate the loss of future warranty claims. Thus, the loss on warranty claims will be charged to the income of the period in which the loss can be reasonably estimated and shall not be charged retroactively to an earlier period, in accordance with the provisions of ASC 450. There were no warranty costs and associated liabilities as of September 30, 2021 and September 30, 2020. Stock -based compensation The Company follows the guidelines in FASB Codification Topic ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. For discussion of accounting for RSUs, please refer Note 13 – Stock-Based Compensation. Earnings (loss) per share The Company reports earnings (loss) per share in accordance with FASB ASC 260-10 “Earnings Per Share,” which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. As of September 30, 2021 and 2020, there were 2,173,578 1,577,013 5,250,000 Property and equipment In accordance with the Financial Accounting Standards Board ASC 360-10, "Property, Plant and Equipment” the carrying value of property and equipment, and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may |
3. ACQUISITIONS
3. ACQUISITIONS | 12 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
3. ACQUISITIONS | 3. ACQUISITIONS SOLAR WATT SOLUTIONS, INC. On February 23, 2021, the Company entered into an Agreement and Plan of Merger (the “SWS Merger Agreement”) with Solar Watt Solutions, Inc. (“SWS”) and its owners (the “Sellers”). The Company accounted for the acquisition of SWS as an acquisition of a business under ASC 805 – Business Combination. At the closing on February 24, 2021, SWS became a wholly owned subsidiary of the Company. In exchange, the Company issued (i) 477,703 shares of restricted common stock with a deemed value of $15,640,000 167,685 $5,490,000 310,018 $10,150,000 all such shares subject to a lock up of no less than 180 days and a leak out of no more than 10% of average daily trading value of the prior 30 days for a period of 36 months following the closing, and (ii) up to $3,850,000 in cash to the Sellers, minus the Sellers’ debt, minus the difference between the Actual Amount and Expected Amount consisting of: (A) $1,350,000 (no changes post acquisition date) in cash payable on a pro rata basis to Sellers at closing, less payment of $500,000 (no changes post acquisition date) to settle Sellers’ debt at closing, which includes (I) $200,000 (no changes post acquisition date) in cash was held back by the Company to satisfy potential damages from indemnification claims and any amounts owed pursuant to post-closing adjustments, (II) an additional $100,000 (no changes post acquisition date) in cash was held back by the Company to satisfy any amounts owed pursuant to post-closing adjustments, and (B) up to $2,500,000 (fair valued at $155,000 at acquisition date) in cash held back by the Company and only payable pro rata to Sellers upon meeting certain future milestones and subject to satisfaction of any amounts owing rom SWS to the Company resulting from damages required to be indemnified under the SWS Merger Agreement. The Company determined the fair value of the consideration given to the sellers of SWS in connection with the transaction in accordance with ASC 820 was as follows: Consideration: Fair Value Cash $ 1,350,000 Contingent consideration 155,000 310,018 $ 533,002 167,685 shares of common stock 4,649,905 Total Consideration $ 6,687,907 Purchase Price Allocation Preliminary Allocation at Acquisition Date Adjustments to Fair Value Final Allocation at Acquisition Date Customer List $ 5,122,733 $ ( 4,932,733 ) $ 190,000 Goodwill 1,642,409 5,178,126 6,820,535 Other Assets and Liabilities assumed, net ( 77,235 ) ( 245,393 ) ( 322,628 Total $ 6,687,907 $ — $ 6,687,907 The goodwill recorded as result of the acquisition represents the strategic benefits of growing the Company’s service portfolio and the expected revenue growth from increased market penetration. Acquired goodwill is not deductible for income tax purposes. The total purchase price was allocated to identifiable assets deemed acquired, and liabilities assumed, based on their estimated fair values. In connection with the preparation of our financial statements, the Company determined that the accounting treatment of the contingent consideration as reported in the March 31, 2021 and June 30, 2021 consolidated financial statements needed to be revised. Specifically, the contingent cash consideration liability recorded at acquisition date of $2,500,000 should be adjusted to $155,000 due to probability of non-satisfaction of future milestones. As a result, the contingent cash consideration liability recorded at acquisition date of $2,500,000 $155,000 The Company also estimated that based upon the milestones, only 19,221 contingent shares will be earned out of the 310,018 total contingent shares, and as a result, the Company adjusted the contingent stock consideration to $533,002. The Company assessed the materiality of these adjustments and determined that these were not material to previously issued financial statements for the quarters ended March 31, 2021 and June 30, 2021. The immaterial impacts of these adjustments for the quarters ended March 31, 2021 and June 30, 2021 are as follows: Condensed Consolidated Balance Sheet (unaudited) March 31, 2021 June 30, 2021 As Reported ($) Change ($) As Revised ($) As Reported ($) Change ($) As Revised ($) Goodwill 32,034,559 (10,408,798) 21,625,761 31,797,564 (10,408,798) 21,388,766 Total assets 292,612,596 (10,408,798) 282,203,798 297,488,821 (10,408,798) 287,080,023 Contingent consideration - Current 2,416,667 (1,319,751) 1,096,916 650,000 (855) 649,145 Total current liabilities 7,340,445 (1,319,751) 6,020,694 11,910,017 (855) 11,909,162 Contingent consideration - Non Current 833,333 (833,333) - 2,600,000 (2,000,000) 600,000 Total Liabilities 8,892,137 (2,153,084) 6,739,053 15,693,207 (2,000,855) 13,692,352 Additional paid-in capital 400,032,436 (8,063,798) 391,968,638 414,783,896 (8,063,798) 406,720,098 Total Stockholders' equity 283,720,459 (8,255,714) 275,464,745 281,795,614 (8,407,943) 273,387,671 Total Liabilities and Stockholders' equity 292,612,596 (10,408,798) 282,203,798 297,488,821 (10,408,798) 287,080,023 Condensed Consolidated Statement of operations (unaudited) For the Three Months Ended March 31, 2021 For the Three Months Ended June 30, 2021 As Reported ($) Change ($) As Revised ($) As Reported ($) Change ($) As Revised ($) Change in fair value of contingent consideration — (191,916) (191,916) — (152,229) (152,229) Total other income (expense) 9,897,012 (191,916) 9,705,096 (2,058,948) (152,229) (2,211,177) Net Income/(loss) 7,400,040 (191,916) 7,208,124 (16,677,127) (152,229) (16,829,356) Net Income (loss) attributable to the Company’s common shareholders 7,222,535 (191,916) 7,030,619 (16,677,127) (152,229) (16,829,356) The amortization period for customer list is estimated to be 1.5 years. The Company estimated the fair value of the identified customer list using a discounted cash flow model. These fair value measurements were based on significant inputs not observable in the market and thus represent a Level 3 measurement. Key assumptions include the level and timing of expected incremental future cash flows over its remaining useful life, and discount rates the Company believe to be consistent with the inherent risks associated with customer list, which is 14% The contingent cash consideration was re-measured to $320,802 at September 30, 2021. $320,000 $550,000 $1,100,000 $1,900,000 Net sales and net loss of this business included in the Company’s consolidated results of operations in fiscal year 2021 were approximately $3,806,007 $811,727 ATL DATA CENTERS, LLC On December 9, 2020, the Company entered into an Agreement and Plan of Merger (the “ATL Merger”) with ATL Data Centers LLC (“ATL”) and its members. The Company accounted for the acquisition of ATL as an acquisition of a business under ASC 805 – Business Combination. At the closing, ATL became a wholly owned subsidiary of the Company. In exchange, the Company issued 1,618,285 642,309 975,976 with all such shares subject to a lock up of no less than 180 days and a leak out of no more than 10% of the average daily trading value of the prior 30 days. The Company determined the fair value of the consideration given to the sellers of SWS in connection with the transaction in accordance with ASC 820 was as follows: Consideration Preliminary Allocation at Acquisition Date Adjustments to Fair Value Final Allocation at Acquisition Date 642,309 $ 8,407,826 — $ 8,407,826 975,976 12,775,525 — 12,775,525 Total Consideration $ 21,183,351 — $ 21,183,351 Of the 975,976 515,724 68,194 392,058 72,989 319,069 In connection with the return of the 68,194 $892,659 The consideration remitted in connection with the ATL Merger is subject to adjustment based on post-closing adjustments to closing cash, indebtedness, and transaction expenses of ATL within 90 days of closing. The Company also assumed approximately $6.9 41,708 $545,916 Purchase Price Allocation Preliminary Allocation at Acquisition Date Adjustments to Fair Value Final Allocation at Acquisition Date Strategic Contract $ 7,457,970 $ 2,342,000 $ 9,799,970 Goodwill 14,205,245 ( 1,264,167 ) 12,941,078 Other Assets and Liabilities assumed, net ( 479,864 ) ( 1,077,833 ) ( 1,557,697 Total $ 21,183,351 $ — $ 21,183,351 The Company made measurement period adjustments, primarily to strategic contract and goodwill, to better reflect the facts and circumstances that existed at the acquisition date. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s service portfolio and the expected revenue growth from increased mcarket penetration. Acquired goodwill is not deductible for income tax purposes. The total purchase price was allocated to identifiable assets deemed acquired, and liabilities assumed, based on their estimated fair values. The strategic contract relates to supply of a critical input to our digital currency mining business. The other assets and liabilities assumed include $5.67 $5.475 The amortization period for strategic contracts is estimated to be 5 years 6.4% Net sales and net income of this business included in CleanSpark’s consolidated results of operations in fiscal year 2021 were approximately $30,234,683 $14,449,160 P2K LABS, INC. On January 31, 2020, the Company, entered into an Agreement with p2k, and its sole stockholder, Amer Tadayon (the “Seller”), whereby the Company purchased all of the issued and outstanding shares of p2k in exchange for an aggregate adjusted purchase price of cash and equity of $1,688,935 As a result of the transaction, p2k became a wholly owned subsidiary of the Company. Pursuant to the terms of the Agreement, the purchase price was as follows: a) $1,039,500 b) 31,183 $145,000 Seller may sell an amount of Shares equal to ten percent (10%) of the daily dollar trading volume of the Company’s common stock on its principal market for the prior 30 days (the “Leak-Out Terms”); c) $115,500 d) 64,516 restricted shares of the Company’s common stock, valued at $300,000 , were issued to an independent third-party escrow agent (the “Holdback Shares”) and will be released to the Seller upon achievement of certain revenue milestones. During the year ended September 30, 2021, 56,444 8,072 The Shares and Holdback Shares were deemed to have a fair market value of $4.65 e) 26,950 $88,935 The Company accounted for the acquisition of p2k as an acquisition of a business under ASC 805 – Business Combinations. The Company determined the fair value of the consideration given to the Seller in connection with the transaction in accordance with ASC 820 – Fair Value Measurement was as follows: Cash Consideration ($): Cash 1,155,000 95,699 445,000 26,950 88,935 Total Consideration 1,688,935 The total purchase price of the Company’s acquisition of p2k was allocated to identifiable assets deemed acquired, and liabilities assumed, based on their estimated fair values as indicated below. Purchase Price Allocation ($): Customer list 710,000 Design and other assets 123,000 Goodwill 977,388 Other assets and liabilities assumed, net ( 121,453 Total 1,688,935 Net sales and net loss of this business included in the Company’s consolidated results of operations in fiscal year 2021 were approximately $1,241,641 $1,201,753 GRIDFABRIC, LLC On August 31, 2020, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with GridFabric, and its sole member, Dupont Hale Holdings, LLC (the “Seller”), whereby the Company purchased all of the issued and outstanding membership units of GridFabric from the Seller (the “Transaction”) in exchange for an aggregate purchase price of cash and stock of up to $1,400,000 Pursuant to the terms of the Agreement, the Purchase Price was as follows: 1. $360,000 2. $400,000 3. 26,427 $250,000 the Seller may sell an amount of shares equal to no more than ten percent (10%) of the daily dollar trading volume of the Company’s common stock on its principal market for the prior 30 days (the “Leak-Out Terms”); and 4. additional shares of the Company’s common stock, valued at up to $750,000 The Shares were issued at a fair market value of $9.46 per share. The Earn-Out Shares are accounted for as contingent consideration and the number of shares to be issued will be determined based on the closing price of the Company’s common stock on the date such milestone event occurs. The Agreement contains standard representations, warranties, covenants, indemnification and other terms customary in similar transactions. In connection with the transaction, the Company also entered into employment relationships and non-compete agreements with GridFabric’s key employees for a period of 36 months and plans to issue future equity compensation to said employees, subject to approval of the Company’s board of directors. The Company accounted for the acquisition of GridFabric as an acquisition of a business under ASC 805 – Business Combinations. The Company determined the fair value of the consideration given to the Seller in connection with the Transaction in accordance with ASC 820 – Fair Value Measurement was as follows: Consideration: Fair Value ($) Cash 400,000 26,427 250,000 Contingent consideration - common stock issuable upon achievement of milestone(s) 750,000 Total Consideration 1,400,000 During the year ended September 30, 2021, the Company reassessed the contingent consideration due to GridFabric to $500,000 A change in the fair value of the contingent consideration of $250,000 is included in change in fair value of contingent consideration in Consolidated Statement of Consolidated Operations and Comprehensive Loss. The total purchase price of the Company’s acquisition of GridFabric was allocated to identifiable assets deemed acquired, and liabilities assumed, based on their estimated fair values as indicated below. Purchase Price Allocation: Software $ 1,120,000 Customer list 60,000 Non-compete 190,000 Goodwill 26,395 Net Assets 3,605 Total $ 1,400,000 Net sales and operating loss of this business included in the Company’s consolidated results of operations in fiscal year 2021 were approximately $299,606 $794,805 The following is the unaudited pro forma information assuming the acquisition of GridFabric, p2k Labs, ATL, and SWS occurred on October 1, 2019: September 30, 2021 September 30, 2020 Net sales $ 35,581,937 $ 25,627,704 Net income (loss) 12,848,264 (47,333,110) Net profit / (loss) per common share – basic and diluted $ 0.43 $ (4.04) Weighted average common shares outstanding – basic and diluted $ 29,939,290 $ 11,701,937 The unaudited pro forma consolidated financial results have been prepared for illustrative purposes only and do not purport to be indicative of the results of operations that would have actually resulted had the acquisition occurred on the first day of the earliest period presented, or of future results of the consolidated entities. The unaudited pro forma consolidated financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition. All transactions that would be considered inter-company transactions for proforma purposes have been eliminated. |
4. INVESTMENTS
4. INVESTMENTS | 12 Months Ended |
Sep. 30, 2021 | |
Schedule of Investments [Abstract] | |
4. INVESTMENTS | 4. INVESTMENTS As of September 30, 2021 and September 30, 2020, the Company had total investments of $5,661,036 and $3,075,269 that comprise of the following: International Land Alliance, Inc. On November 5, 2019, the Company entered in a binding Memorandum of Understanding (the “MOU”) with International Land Alliance, Inc. (“ILAL”), a Wyoming corporation, to lay a foundational framework where the Company will deploy its energy solutions products and services to ILAL, its energy projects, and its customers. In connection with the MOU, and to support the power and energy needs of ILALs development and construction of certain projects, the Company entered into a Securities Purchase Agreement (“SPA”), dated as of November 6, 2019, with ILAL. • Investment in Debt Securities (Preferred Stock) and related Embedded Derivative Asset Pursuant to the terms of the SPA with ILAL, the Company purchased 1,000 shares of Series B Preferred Stock of ILAL (the “Preferred Stock”) an aggregate purchase price of $500,000 The Series B Preferred Stock accrue cumulative in-kind accruals at a rate of 12% per annum and were redeemable on August 6, 2020. The Preferred Stock can be converted into common stock at a variable rate (refer the discussion on embedded derivative assets below). This variable conversion ratio will increase by 10% with the occurrence of certain events. Since the investments were not redeemed on August 6, 2020, they are now redeemable at the Company`s option in cash or into common stock, based on the conversion ratio. The Preferred Stock is recorded as an AFS debt security and is reported at its estimated fair value as of September 30, 2021. Any change in the fair values of AFS debt securities are reported net of income tax as an element of Other Comprehensive income. The Company accrued interest on our available-for-sale debt securities totaling $399,863 and $187,562 , as of September 30, 2021 and 2020, respectively, on the Consolidated Balance Sheets . The fair value of investment in Debt Securities is $494,608 and $500,000 as of September 30, 2021 and 2020. The Company has presented loss on fair value of preferred stock amounting to $5,392 The Company has deemed this variable conversion feature of ILAL preferred stock as an embedded derivative instrument in accordance with ASC Topic No. 815. This topic requires the Company to account for the conversion feature on its balance sheet at fair value and account for changes in fair value as a derivative gain or loss. Unrealized gain or loss on fair valuation of this embedded feature is recognized as an income in Consolidated statements of Operations and Comprehensive Loss. Total fair value of investment in Derivative assets as of September 30, 2021 and 2020 is $4,905,656 and $2,115,269 . The Company fair values the debt security as a straight debt instrument based on liquidation value and accrued interest to date. The fair value of the derivative asset is based on the difference in the fair value of the debt security determined as a straight debt instrument and the fair value of the debt security if converted as of the reporting date. • Commitment shares - Common stock of ILAL Pursuant to the terms of the SPA with ILAL, the Company also received 350,000 shares (commitment shares) of ILALs common stock. The commitment shares were fully earned at the time of execution of the agreement. During the year ended September 30, 2021, out of 350,000 commitment shares, the Company sold 334,611 shares at various prices and fair valued the remaining 15,389 shares at the closing stock price of ILAL as of September 30, 2021. Realized gain on sale of shares and the unrealized loss on fair value of the remaining shares amounted to $179,046 $5,153 Total fair value of investment in equity securities as on September 30, 2021 and 2020 is $10,772 and $210,000 , respectively. • Investment in Equity Securities- LawClerk In February 2020, the Company made a $250,000 strategic relationship investment in LawClerk for 200,000 no impairments required for the years ended September 30, 2021 and 2020. Total value of this investment as of September 30, 2021 and 2020 is $250,000 , respectively. Refer the table below for a reconciliation of carrying value of all investments for the year ended September 30 ILAL Debt Securities ILAL Derivative asset ILAL Equity Securities Law Clerk Equity Securities Balance as of October 1, 2019 $ - $ - $ - $ - Purchased during the year 500,000 - 93,132 250,000 Unrealized gain on fair value recognized in income - 2,115,269 116,868 - Balance as of September 30, 2020 500,000 2,115,269 210,000 250,000 Shares sold during the year - - ( 373,121 ) - Realized gain on fair value recognized income - - 179,046 - Unrealized gain (loss) recognized in net income - 2,790,387 ( 5,153 ) - Unrealized loss on fair value recognized in other comprehensive loss ( 5,392 - - - Balance as of September 30, 2021 $ 494,608 $ 4,905,656 $ 10,772 $ 250,000 |
5. INTANGIBLE ASSETS
5. INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
5. INTANGIBLE ASSETS | 5. INTANGIBLE ASSETS Intangible assets consist of the following as of September 30, 2021 and September 30, 2020: September 30, 2021 Intangible assets Accumulated amortization Total Patents $ 74,112 $ 28,329 $ 45,783 Websites 8,115 8,115 — Customer list and non-compete agreement 6,892,024 4,940,456 1,951,568 Design assets 123,000 123,000 — Trademarks 5,928 2,236 3,692 Engineering trade secrets 4,370,269 2,943,173 1,427,096 Software 870,000 325,519 544,481 Strategic Contract 9,799,970 1,577,098 8,222,872 Infrastructure asset 81,868 — 81,868 mPulse software 741,846 238,161 503,685 Total $ 22,967,132 $ 10,186,087 $ 12,781,045 September 30, 2020 Intangible assets Accumulated amortization Total Patents $ 74,112 $ 24,471 $ 49,641 Websites 8,115 8,115 — Customer list and non-compete agreement 6,702,024 2,923,592 3,778,432 Design assets 123,000 41,000 82,000 Trademarks 5,928 1,805 4,123 Engineering trade secrets 4,370,269 2,331,858 2,038,411 Software 1,120,000 22,951 1,097,049 mVSO software 437,135 132,813 304,322 mPulse software 741,846 69,965 671,881 Total $ 13,582,429 $ 5,556,570 $ 8,025,859 Amortization expense for the years ended September 30, 2021 and 2020 was $4,848,179 and $2,767,345, respectively. During the year ended September 30, 2021, the Company recorded an impairment of $554,322 related to write-off of software. There was no impairment during the year ended September 30, 2020. The strategic contract relates to supply of a critical input to our digital currency mining business at significantly low prices compared to market. During the year September 30, 2021, the initial allocation of $7,457,970 was adjusted by $2,342,000 . The strategic contract is now carried at $9,799,970 net of accumulated amortization of $1,577,098 . The Company expects to record amortization expense of intangible assets over the next 5 years and thereafter as follows: Year September 30, 2021 2022 $ 4,494,533 2023 2,884,225 2024 2,471,413 2025 1,975,742 2026 398,644 Thereafter 556,488 In $ 12,781,045 |
6. IMPAIRMENT
6. IMPAIRMENT | 12 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
6. IMPAIRMENT | 6. IMPAIRMENT During the year ended September 30, 2021, the Company has incurred the following impairment loss on goodwill, digital currency and software. The Company did not incur any impairment loss for the year ended September 30, 2020. Amount ($) Impairment of digital currency 6,608,076 Impairment of goodwill 5,723,388 Impairment of software 554,322 Total impairment loss 12,885,786 For impairment relating to digital currency and goodwill, refer to Digital Currency and Business combinations, Intangible Assets and Goodwill. (See Note 2) |
7. PROPERTY AND EQUIPMENT
7. PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
7. PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT Property and equipment consist of the following as of September 30, 2021 and September 30, 2020: September 30, 2021 September 30, 2020 Mining equipment $ 123,147,843 — Land and building 11,048,299 — Machinery and equipment 376,163 193,042 Leasehold improvements 72,577 17,965 Furniture and fixtures 107,660 82,547 Construction in progress 10,498,311 — Total 145,250,853 293,554 Less: accumulated depreciation (7,657,982 ) (175,560) Property and equipment, net $ 137,592,871 $ 117,994 Depreciation expense for the years ended September 30, 2021 and 2020 was $7,396,189 and $68,904 , respectively. During the year ended September 30, 2020, the Company disposed of $48,898 of property and equipment resulting in a loss on disposal of $5,218 . There was no disposal made during the year ended September 30, 2021. The Company has purchased mining equipment for approximately $123.15 million during the year ended September 30, 2021. This primarily consisted of miners of $120.4 College Park Data Center: On May 19, 2021, the Company exercised its purchase option on the ATL lease agreement to purchase property for $4.4 million in College Park, Georgia. Construction in progress: Norcross Data Center : $6,550,000 The Company has purchase commitments for approximately $144.04 million related to purchase of miners as of September 30, 2021, and the Company has paid $85.11 million towards these commitments as of the end of this period. As of September 30, 2021, the remaining commitment for future payments was $58.93 million. As of September 30, 2021, the Company has outstanding deposits worth $87.9 |
8. LOANS
8. LOANS | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
8. LOANS | 8. LOANS Long-term loans as of September 30, 2021 and 2020 consist of the following: September 30, 2021 September 30, 2020 Promissory notes $ — $ 531,169 Total $ — $ 531,169 Promissory Notes On May 7, 2020, the Company applied for a loan from Celtic Bank Corporation, as lender, pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as administered by the U.S. Small Business Administration (the "SBA"). On May 15, 2020, the loan was approved, and the Company received the proceeds from the loan in the amount of $531,169 (the “PPP Loan”). The Company applied for and received loan forgiveness from the SBA on March 23, 2021. The entire principal balance and interest charges were forgiven. The gain on loan forgiveness of $531,169 is included in other income in the consolidated statements of operations and comprehensive loss for the year ended September 30, 2021. |
9. LEASES
9. LEASES | 12 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
9. LEASES | 9. LEASES On October 1, 2019, the Company adopted the amendments to ASC 842, Leases, which requires lessees to recognize lease assets and liabilities arising from operating leases on the balance sheet. The Company adopted the new lease guidance using the modified retrospective approach and elected the transition option issued under ASU 2018-11, Leases (Topic 842) Targeted Improvements, allowing entities to continue to apply the legacy guidance in ASC 840, Leases, to prior periods, including disclosure requirements. The Company’s operating leases are office spaces and finance leases primarily in relation to the equipment used at its data center. The Company's lease costs recognized in the Consolidated Statements of Income and Comprehensive Loss consist of the following: 2021 2020 Operating lease cost (1) $ 340,440 $ 117,223 Finance lease cost: Amortization of right-of-use assets 303,292 — Interest on lease obligations $ 42,992 $ — (1) Included in general and administrative expenses Other lease information is as follows: Fiscal Years Ended September 30, 2021 2020 Cash paid for amounts included in measurement of lease obligations: Operating cash flows from operating leases $ 319,061 $ 43,986 Financing cash flows from finance leases 288,602 — Operating cash flows from finance leases is $42,992 for the year ended September 30, 2021. 2021 2020 Weighted-average remaining lease term -operating leases 5 years 0.4 years Weighted-average remaining lease term - finance leases 3.2 years — Weighted-average discount rate - operating leases 4.5% 10% Weighted-average discount rate - finance leases 5.5% — The following is a schedule of the Company's lease liabilities by contractual maturity as of September 30, 2021: Fiscal Year Operating Leases Finance Leases 2022 $ 316,908 $ 449,431 2023 324,948 321,887 2024 333,234 142,428 2025 341,767 12,320 2026 299,039 1,853 Thereafter 50,659 — Total undiscounted lease obligations 1,666,555 927,919 Less imputed interest ( 175,035 ) ( 55,813) Total presnet value of lease liabilities $ 1,491,520 $ 872,106 Less: Current portion of lease obligations $ 256,195 $ 413,798 Total lease obligations, net of current portion $ 1,235,325 $ 458,308 |
10. RELATED PARTY TRANSACTIONS
10. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
10. RELATED PARTY TRANSACTIONS | 10. RELATED PARTY TRANSACTIONS Zachary Bradford Chief Executive Officer, Director and Former Chief Financial Officer During the years ended September 30, 2021 and 2020, the Company paid Blue Chip Accounting, LLC (“Blue Chip”) $183,075 and $131,248 , respectively, for accounting, tax, administrative services and reimbursement for office supplies. Blue Chip is 50% beneficially owned by Mr. Bradford. None of the services were associated with work performed by Mr. Bradford. The services consisted of preparing and filing tax returns, bookkeeping, accounting and administrative support assistance. The Company also sub-leases office space from Blue Chip. During the years ended September 30, 2021 and 2020, $18,300 and $14,725 , respectively, was paid to Blue Chip for rent. Bryan Huber – Former Officer and Director On August 28, 2018, the Company executed an agreement with Zero Positive, LLC an entity controlled by Mr. Huber. In accordance with the agreement with Zero Positive, LLC, Mr. Huber earned $125,154 during the year ended September 30, 2020. On March 12, 2020, the Agreement was terminated upon the execution of a separation agreement. All amounts owed from all agreements totaling, $90,000, were paid in full. On September 28, 2018, in connection with the consulting agreement executed with Zero Positive, LLC, the Company issued warrants to purchase 90,000 shares of common stock at an exercise price of $8.00 per share to Zero Positive. The warrants were valued at $2,607,096 using the Black Scholes option pricing model based upon the following assumptions: term of 10 years , risk free interest rate of 3.05% , a dividend yield of 0% and volatility rate of 191% . The warrants vest as follows: 30,000 vested immediately, the balance vest evenly on the last day of each month over forty-two months beginning August 31, 2018. As of September 30, 2020, 62,857 warrants had vested, and the Company recorded an expense of $1,158,709 during the year ended September 30, 2020. There were no transactions during the year ended September 30, 2021. Matthew Schultz- Executive Chairman of the Board and Former Chief Executive Officer The Company had a consulting agreement with Matthew Schultz, for management services. Mr. Schultz, for management services. Mr. Schultz received $1,086,200 as compensation for his services as chairman of the board during the year ended September 30, 2020. The agreement was terminated at the conclusion of fiscal year ending September 30, 2020 when The Company additionally entered into an agreement on November 15, 2019 with an organization to provide general investor relations and consulting services that Mr. Schultz is affiliated with. The Company paid the organization $49,500 in fees plus $176,000 in expense reimbursements for the year ended September 30, 2020. The agreement was terminated in March 2020. |
11. STOCKHOLDERS_ EQUITY
11. STOCKHOLDERS’ EQUITY | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
11. STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ EQUITY Overview The Company’s authorized capital stock consists of 100,000,000 10,000,000 $0.001 37,395,945 1,750,000 17,390,979 1,750,000 On December 5, 2019, the Board of Directors approved a reverse stock split of the Company’s common stock, par value $0.001 1:10 Amendment to Articles of Incorporation On October 4, 2019, pursuant to Article IV of our Articles of Incorporation, our Board of Directors voted to increase the number of shares of preferred stock designated as Series A Preferred Stock from one million ( 1,000,000 2,000,000 $0.001 Under are entitled to quarterly dividends on 2% of our earnings before interest, taxes and amortization. The dividends are payable in cash or common stock. The company paid $177,502 in preferred stock dividends during the year ended September 30, 2021. The holders will also have a liquidation preference on the stated value of $0.02 per share plus any accumulated but unpaid dividends. The holders are further entitled to have us 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 our common stock on all matters submitted to shareholders at a rate of forty-five (45) votes for each share held. The rights of the holders of Series A Preferred Stock are defined in the relevant Amendment to the Certificate of Designation filed with the Nevada Secretary of State on October 9, 2019. On October 2, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to increase its authorized shares of common stock to 35,000,000 On March 16, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to increase its authorized shares of common stock to 50,000,000 On September 17, 2021, the Company filed its First Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) with the Secretary of State of the State of Nevada, which Amended and Restated Articles became effective upon filing. The Amended and Restated Articles were previously approved by the Company’s Board, subject to stockholder approval, on July 16, 2021, and were approved by the Company’s stockholders at the Company’s Annual Meeting and, among other things, increased the Company’s authorized shares of common stock to 100,000,000 Common Stock issuances for the year ended September 30, 2021 The Company issued 4,444,445 $9.00 $37.05 The Company issued 9,090,910 $22.00 $187.2 The Company issued 236,000 $1.9 327,725 $3.07 The Company issued 1,618,285 shares of common stock in relation to the acquisition of ATL, which includes 809,142 477,703 shares of common stock in relation to the acquisition of SWS 310,000 The Company issued 57,045 $815,000 The Company issued 389,745 The Company issued 15,577 one year 4,582 On June 3, 2021, the Company entered into an At The Market Offering Agreement (“ATM”) with H.C. Wainwright & Co., LLC, to create an at-the-market equity program under which the Company may, from time to time, offer and sell shares of its common stock having an aggregate gross offering price of up to $500,000,000 3,443,379 $46.4 Common stock returned during the year ended September 30, 2021 As a result of an adjustment of holdback shares to actual milestones earned in relation to the p2k acquisition, 8,072 shares were returned and cancelled. (See Note 3 for additional details) As a result of an adjustment of holdback shares pursuant to Article II and Schedule A of that certain Agreement and Plan of ATL Merger in connection with the acquisition of ATL, 68,194 15,000 Common Stock issuances during the year ended September 30, 2020 The Company issued 1,964,313 The Company issued 22,000 $54,000 The Company issued 793 The Company issued 95,699 In relation to the Securities Purchase Agreement dated December 31, 2018, the Company issued 1,125,000 $1,250,000 $437,500 $1.50 In relation to the Securities Purchase Agreement dated April 17, 2019, the Company issued 8,241,665 $10,750,000 $1,612,500 $1.50 The Company issued 28,381 $71,600 The Company issued 1,230,770 $4,000,000 The Company issued 6,913 The Company issued 26,427 Common stock returned during the year ended September 30, 2020 As a result of a note payoff on December 5, 2019, 5,000 As a result of the cancellation of an investor relations services contract, 25,000 Series A Preferred Stock issuances during the year ended September 30, 2020 On October 4, 2019, the Company authorized the issuance of a total of seven hundred and fifty thousand ( 750,000 $0.02 $15,000 |
12. STOCK WARRANTS
12. STOCK WARRANTS | 12 Months Ended |
Sep. 30, 2021 | |
Stock Warrants | |
12. STOCK WARRANTS | 12. STOCK WARRANTS The following is a summary of stock warrant activity during the years ended September 30, 2021 and September 30, 2020. Number of Warrant Shares Weighted Average Exercise Price ($) Balance, September 30, 2019 1,314,065 $ 21.70 Warrants granted — — Warrants expired — — Warrants canceled — — Warrants exercised ( 15,000 ) 8.00 Balance, September 30, 2020 1,299,065 21.78 Warrants granted — — Warrants expired ( 432,721 ) 15.00 Warrants canceled — — Warrants exercised ( 250,790 ) 11.77 Balance, September 30, 2021 615,554 30.72 As of September 30, 2021, the outstanding warrants have a weighted average remaining term of 0.71 $389,243 During the year ended September 30, 2021, a total of 173,990 $3.36 $20.00 $2,883,623 On September 30, 2021, a total of 74,437 76,800 $0.83 $3.67 As of September 30, 2021, there are warrants exercisable to purchase 609,840 shares of common stock in the Company and 5,714 unvested warrants outstanding that cannot be exercised until vesting conditions are met. 418,834 of the warrants require a cash investment to exercise as follows: 2,500 required a cash investment of $8.00 per share. 103,000 require a cash investment of $25.00 per share, 200,000 require a cash investment of $35.00 per share, 10,000 require a cash investment of $40.00 per share, 60,000 require a cash investment of $50.00 per share, 38,334 require a cash investment of $75.00 per share and 5,000 require a cash investment of $100.00 per share. 196,720 of the outstanding warrants contain provisions allowing a cashless exercise at their respective exercise prices. Warrant activity for the year ended September 30, 2020 On September 25, 2020, a total of 6,913 15,000 $8.00 |
13. STOCK-BASED COMPENSATION
13. STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
13. STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION The Company sponsors a stock-based incentive compensation plan known as the 2017 Incentive Plan (the “Plan”), which was established by the Board of Directors of the Company on June 19, 2017. On October 7, 2020, the Company executed a first amendment to the Plan to increase its share pool from 300,000 1,500,000 On September 15, 2021, the shareholders approved and the Company executed a second amendment to (i) increase the number of shares of common stock authorized for issuance under the Plan by an additional 2,000,000 3,500,000 As of September 30, 2021, there were 1,225,351 The Plan allows the Company to grant incentive stock options, non-qualified stock options, stock appreciation rights, or restricted stock units. The incentive stock options are exercisable for up to ten years, at an option price per share not less than the fair market value on the date the option is granted. The incentive stock options are limited to persons who are full-time employees of the Company at the date of the grant of the option. The option vesting schedule for options granted is determined by the Board of Directors at the time of the grant. The Plan provides for accelerated vesting of unvested options if there is a change in control, as defined in the Plan. Non-qualified options may be granted to any person, including, but not limited to, employees, independent agents, consultants and attorneys, who the Company’s Board believes have contributed, or will contribute, to the success of the Company. Non-qualified options may be issued at option prices of less than fair market value on the date of grant and may be exercisable for up to ten years from date of grant. As of September 30, 2021, no non-qualified options were granted to any person. The Company recognized $3,868,927 $3,608,885 STOCK OPTIONS The following is a summary of stock option activity during the year ended September 30, 2021: Number of Option Shares Weighted Average Exercise Price ($) Balance, September 30, 2019 81,254 11.82 Options granted 233,233 5.28 Options expired ( 25,692 ) 8.71 Options canceled ( 10,847 ) 19.04 Options exercised — — Balance, September 30, 2020 277,948 6.34 Options granted 1,469,250 19.32 Options expired ( 12,975 ) 10.53 Options canceled ( 45,876 ) 16.31 Options exercised ( 141,318 ) 6.14 Balance, September 30, 2021 1,547,029 18.35 As of September 30, 2021, there are options exercisable to purchase 525,646 1,028,383 4.03 $1,579,336 Option activity for the year ended September 30, 2021 During the year ended September 30, 2021, a total of 141,318 141,318 $4.65 to $24.40 $867,308 During the year ended September 30, 2021, the Company granted 1,469,250 options with a total fair value of $21,582,485 to purchase shares of common stock to employees. The Company offset $953,125 of stock compensation expense against bonuses accrued during the prior year and recognized $7,731,606 during the year. The shares were granted at quoted market prices ranging from $7.55 to $34.67 and were valued at issuance using the Black Scholes model. The Black-Scholes model utilized the following inputs to value the options granted during year ended September 30, 2021: Fair value assumptions Options: September 30, 2021 Risk free interest rate 0.10 0.41% Expected term (years) 1.5 5.25 Expected volatility 140% 239% Expected dividends 0% As of September 30, 2021, the Company expects to recognize $16,434,789 of stock-based compensation for the non-vested outstanding options over a weighted-average period of 2.47 years. Option activity for the year ended September 30, 2020 During the year ended September 30, 2020, the Company issued 233,233 $4.50 $8.50 $716,740 The Black-Scholes model utilized the following inputs to value the options granted during year ended September 30, 2020: Fair value assumptions Options: September 30, 2020 Risk free interest rate 0.85 1.73% Expected term (years) 3 5 Expected volatility 124% 209% Expected dividends 0% RESTRICTED STOCK UNITS The Company grants RSUs that contain either a) service conditions, or b) performance conditions, or c) market performance conditions. RSUs containing service conditions vest monthly or annually. RSUs containing performance conditions generally vest over 1 year, and the number of shares earned depends on the achievement of predetermined Company metrics. When the criteria for vesting is met, the Company recognizes the expense equal to the total fair value of the common stock price on the grant date. All of the RSUs issued prior to September 30, 2021 were either vested or forfeited and cancelled. The following table summarizes the performance-based restricted stock units at the maximum award amounts based upon the respective performance share agreements. Actual shares that will vest depend on the attainment of the performance-based criteria. Number of Shares Weighted Average Grant- Date Fair Value Per Share Aggregate Intrinsic Value Outstanding at September 30, 2020 — — — Granted 579,302 $ 10.53 $ 1,669,711 Vested ( 558,475 ) $ 10.03 $ 1,651,231 Forfeited ( 9,832 ) $ 17.98 $ 18,480 Outstanding at September 30, 2021 10,995 $ 27.73 — As of September 30, 2021, the Company had $123,216 0.4 The Company recognized stock-based compensation expenses related to restricted stock units, of $3,862,679 for fiscal 2021. The Company recognized $1,904,520 |
14. INCOME TAXES
14. INCOME TAXES | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
14. INCOME TAXES | 14. 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 Company’s 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 approximately $38.8 21% $184.6 Due to the enactment of the Tax Reform Act of 2017, we have calculated our deferred tax assets using an estimated corporate tax rate of 21% The significant components of the Company's deferred tax assets and liabilities as of September 30, 2021 and 2020 are as follows: As of September 30, 2021 2020 Cumulative tax net operating losses (in millions) $ 184.6 $ 52.5 Deferred tax asset (in millions) $ 38.8 $ 11.0 Valuation allowance (in millions) (38.8 ) (11.0) Current taxes payable — — Income tax expense $ — $ — As of September 30, 2021, and 2020, the Company had gross federal net operating loss carryforwards of approximately $184.6 $52.5 The Company plans to file its U.S. federal return for the year ended September 30, 2021 upon the issuance of this filing. Upon filing of the tax return for the year ended September 30, 2021 the actual deferred tax asset and associated valuation allowance available to the Company may differ from managements estimates. The tax years 2015-2019 remained open to examination for federal income tax purposes by the major tax jurisdictions to which the Company is subject. No tax returns are currently under examination by any tax authorities. |
15. COMMITMENTS AND CONTINGENCI
15. COMMITMENTS AND CONTINGENCIES - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Dec. 09, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
15. COMMITMENTS AND CONTINGENCIES | 15. COMMITMENTS AND CONTINGENCIES The Company has purchase commitments that are cancellable of approximately $144.04 $85.11 $58.93 The Company has purchase commitments for infrastructure assets and other mining equipment of approximately $6,512,000 $4,576,000 The following table sets forth certain information concerning our obligations to make contractual future payments towards our agreements as of September 30, 2021: 2022 2023 2024 2025 2026 Thereafter Total Recorded contractual obligations: Operating lease obligations $316,908 $ 324,948 $ 333,234 $ 341,767 $ 299,039 $ 50,659 $ 1,666,555 Finance Lease obligations 449,431 321,887 142,428 12,320 1,853 — 927,919 Miner equipment 58,930,880 58,930,880 Infrastructure assets 1,936,000 1,936,000 Total $61,633,219 $646,835 $475,662 $354,087 $300,892 $50,659 $63,461,354 Contingent consideration GridFabric: On August 31, 2020, the Company acquired GridFabric, LLC. Pursuant to the terms of the purchase agreement, additional shares of the Company’s common stock valued at up to $750,000 $500,000 Subsequent to September 30, 2021, the Company settled all contingent consideration due to GridFabric resulting in a payment of 8,404 $150,000 Solar Watt Solutions: On February 24, 2021, the Company acquired Solar Watt Solutions, Inc. Pursuant to the terms of the purchase agreement, additional cash consideration of up to $2,500,000 $155,000 $320,802 Legal contingencies From time to time we may be subject to litigation. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. We have acquired liability insurance to reduce such risk exposure to the Company. Despite the measures taken, such policies may not cover future litigation, or the damages claimed may exceed our coverage which could result in contingent liabilities. Bishins v. CleanSpark, Inc. et al. On January 20, 2021, Scott Bishins (“Bishins”), individually, and on behalf of all others similarly situated (together, the “Class”), filed a class action complaint (the “Class Complaint”) in the United States District Court for the Southern District of New York against the Company, its Chief Executive Officer, Zachary Bradford (“Bradford”), and its Chief Financial Officer, Lori Love (“Love”) (the “Class Action”). The Class Complaint alleges that, between December 31, 2020 and January 14, 2021, the Company, Bradford, and Love “failed to disclose to investors: (1) that the Company had overstated its customer and contract figures; (2) that several of the Company’s recent acquisitions involved undisclosed related party transactions; and (3) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.” (the “Class Allegations”). The Class Complaint seeks: (a) certification of the Class, (b) an award of compensatory damages to the Class, and (c) an award of reasonable costs and expenses incurred by the Class in the litigation. To date, no class has been certified in the Class Action. Currently, there is a pending motion to appoint lead class plaintiff, at which point dispositive motions may be filed. Although the ultimate outcome of the Class Action cannot be determined with certainty, the Company stands behind all of its prior statements and disclosures and believes that the claims raised in the Class Complaint are entirely without merit. The Company intends to both defend itself vigorously against these claims and to vigorously prosecute any counterclaims. Notwithstanding the Class Allegations’ lack of merit, however, the Class Action may distract the Company and cost the Company’s management time, effort and expense to defend against the claims made in the Class Complaint. Notwithstanding the Company’s belief that the Company and its management have complied with all of their obligations under applicable securities regulations, no assurance can be given as to the outcome of the Class Action, and in the event the Company does not prevail in such action, the Company, its business, financial condition and results of operations would be materially and adversely affected. Ciceri, derivatively on behalf of CleanSpark, Inc., v. Bradford, Love, Schultz, Beynon, McNeill, and Wood (consolidated with Perna, derivatively on behalf of CleanSpark, Inc., v. Bradford, Love, Schultz, Beynon, McNeill, and Wood) On May 26, 2021, Andrea Ciceri (“Ciceri”), derivatively on behalf of CleanSpark, Inc., filed a verified shareholder derivative action (the “Ciceri Derivative Action”) in the United States District Court in the District of Nevada against Chief Executive Officer, Zachary Bradford (“Bradford”), Chief Financial Officer, Lori Love (“Love”) and Directors Matthew Schultz, Roger Beynon, Larry McNeill and Tom Wood (Bradford, Love and Directors collectively referred to as “Defendants.”) On June 22, 2021, Mark Perna (“Perna”) filed a verified shareholder derivative action (the “Perna Derivative Action”) in the same Court against the same Defendants making substantially similar allegations. On June 29, 2021, the court consolidated the Ciceri Derivative Action with the Perna Derivative Action in accordance with a stipulation among the parties (the consolidated case referred to as the “Derivative Action”). The Derivative Action alleges that Defendants: (1) made materially false and misleading public statements about the Company’s business and prospects; (2) did not maintain adequate internal controls; and (3) did not disclose several related party transactions benefitting insiders, questionable uses of corporate assets, and excessive compensation. The claims asserted against all Defendants include breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. A claim for contribution under Sections 10(b) and 21D of the Securities and Exchange Act is asserted against only Bradford and Love. The Derivative Action seeks declaratory relief, monetary damages, and imposition of adequate corporate governance and internal controls. Plaintiffs were given the opportunity to submit an Amended Complaint by November 25, 2021, but elected not to. Defendants’ Motion to Dismiss will be due by January 20, 2022. Although the ultimate outcome of the Derivative Action cannot be determined with certainty, the Company stands behind all of its prior statements and disclosures, and believes that the claims raised in that case are entirely without merit. The Company intends to both defend itself vigorously against these claims and to vigorously prosecute any counterclaims. Notwithstanding the Derivative Action’s lack of merit, however, it may distract the Company and cost the Company’s management time, effort and expense to defend against the claims. Notwithstanding the Company’s belief that the Company and its management have complied with all of their obligations under applicable securities regulations, no assurance can be given as to the outcome of the Derivative Action, and in the event the Company does not prevail in such action, the Company, its business, financial condition and results of operations would be materially and adversely affected. | |
Long-term Purchase Commitment [Line Items] | ||
Lessee, Operating Lease, Liability, to be Paid | $ 316,908 | |
Lessee, Operating Lease, Liability, to be Paid, Year Two | 324,948 | |
Lessee, Operating Lease, Liability, to be Paid, Year Three | 333,234 | |
Lessee, Operating Lease, Liability, to be Paid, Year Four | 341,767 | |
Lessee, Operating Lease, Liability, to be Paid, Year Five | 299,039 | |
Lessee, Operating Lease, Liability, to be Paid, after Year Five | 50,659 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 1,666,555 | |
Finance Lease, Liability, Payment, Due | 449,431 | |
Finance Lease, Liability, to be Paid, Year Two | 321,887 | |
Finance Lease, Liability, to be Paid, Year Three | 142,428 | |
Finance Lease, Liability, to be Paid, Year Four | 12,320 | |
Finance Lease, Liability, to be Paid, Year Five | 1,853 | |
Finance Lease, Liability, to be Paid, after Year Five | ||
Finance Lease, Liability, Undiscounted Excess Amount | 927,919 | |
[custom:MinerEquipmentLiabilityPaymentsDue-0] | 58,930,880 | |
[custom:InfrastructureAssetsLiabilityPaymentsDue-0] | 1,936,000 | |
Contractual Obligation, to be Paid, Year One | 61,633,219 | |
Contractual Obligation, to be Paid, Year Two | 646,835 | |
Contractual Obligation, to be Paid, Year Three | 475,662 | |
Contractual Obligation, to be Paid, Year Four | 354,087 | |
Contractual Obligation, to be Paid, Year Five | 300,892 | |
Contractual Obligation, to be Paid, after Year Five | 50,659 | |
Contractual Obligation | 63,461,354 | $ 7,457,970 |
Total [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
[custom:MinerEquipmentLiabilityPaymentsDue-0] | 58,930,880 | |
[custom:InfrastructureAssetsLiabilityPaymentsDue-0] | $ 1,936,000 |
16. MAJOR CUSTOMERS AND VENDORS
16. MAJOR CUSTOMERS AND VENDORS | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
16. MAJOR CUSTOMERS AND VENDORS | 16. MAJOR CUSTOMERS AND VENDORS Digital Currency Mining Segment For the year ended September 30, 2021, the digital currency mining business had the following customers that represented more than 10% of revenue. For these purposes customers are defined as the Company’s mining pool operators. September 30, 2021 Mining Pool Operator A 55.72% Mining Pool Operator B 44.28% For the year ended September 30, 2021, the Company had the following significant suppliers of mining equipment. September 30, 2021 Vendor A 49.9% Vendor B 37.4% Vendor C 2.8% Energy Segment For the years ended September 30, 2021 and September 2020, the energy business had the following customers that represented more than 10% of revenue. September 30, 2021 September 30, 2020 Customer A 48.88% 58.31% Customer B 12.36% 0% Customer C 0% 11.56% For the years ended September 30, 2021 and 2020, the Company had the following suppliers that represented more than 10% of direct material costs. September 30, 2021 September 30, 2020 Vendor A 32.2% 85.55% Vendor B 23.4% 0% |
17. SEGMENT REPORTING
17. SEGMENT REPORTING | 12 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
17. SEGMENT REPORTING | 17. SEGMENT REPORTING We disclose segment information that is consistent with the way in which management operates and views the business. Our operating structure contains two reportable segments: Digital Currency and Energy. The Company measures the results of its segments using, among other measures, each segment's sales and operating income, which includes certain corporate overhead allocations. Digital Currency. Energy. Corporate and Other. We allocate expenses related to corporate activities to the segments, and corporate overhead to CleanSpark Inc. Corporate Items and eliminations consist of corporate overhead and other items not allocated to any of the Company's segments as in the table below. Intersegment transactions, which were at market price, are included in the “Other revenue and eliminations” and “Corporate items and eliminations” in the table below. 17. SEGMENT REPORTING - Segment Information September 30, 2021 September 30, 2020 Revenue Energy $ 9,002,636 $ 9,018,023 Digital Currency Mining 38,846,633 — Total segment revenues 47,849,269 9,018,023 Other revenue and eliminations 1,588,846 1,010,678 Consolidated Revenues 49,438,115 10,028,701 Profit Energy (8,111,138 ) (13,554,515) Digital Currency Mining 23,198,270 — Total segment profit/(loss) 15,087,132 (13,554,515) Corporate items and eliminations (including depreciation and amortization) (36,899,142 ) (9,791,628) Net loss $ (21,812,010 ) $ (23,346,143) For details on major customers of Digital currency and Energy segment, see Note 16. A summary of segment assets is as follows: September 30, 2021 September 30, 2020 Digital Currency Mining $ 270,995,942 $ — Energy $ 17,507,314 $ 13,621,190 Other and Corporate assets $ 28,969,865 $ 8,718,873 Total $ 317,473,121 $ 22,340,063 The Company has its geographic operations only in United States. Total additions in long-lived assets during the years ended September 30, 2021 and 2020: September 30,2021 September 30,2020 Digital Currency Energy Corporate Digital Currency Energy Corporate Property Plant and Equipment $ 144,743,498 $ 212,178 $ 972 $ — $ 28,937 $ 18,108 Intangibles 9,881,838 190,000 — — 1,381,633 833,000 Capitalized software — — — — 84,924 — Total $ 154,625,336 $ 402,178 $ 972 $ — $ 1,495,494 $ 851,108 |
18. SUBSEQUENT EVENTS
18. SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
18. SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS We have evaluated events occurring between the end of the most recent fiscal year and the date the financial statements were issued through December 14, 2021. There were no material subsequent events except as disclosed below: Georgia Power Agreement Effective October 1, 2021, the Company entered into certain agreements with Georgia Power Company (“Georgia Power”), for electrical services to the Company’s facilities in Norcross, Georgia. The agreements have an initial term of five years, during which time the power utilized by the Company will be billed under the Georgia Power Real Time Pricing (“RTP”) rate, where a portion of the usage is priced hourly and another portion is billed at a conventional rate. In addition, the Company agreed to pay Georgia Power a one-time fee of approximately $2.0 million to install additional power equipment on the property. Mining Equipment Purchase Agreements On October 6 and October 14, 2021, the Company entered into agreements that are cancellable with a mining equipment supplier to purchase an aggregate of 6,750 mining servers. As compensation for the mining equipment, the Company agreed to pay the supplier up to an aggregate amount of approximately $49.5 million, of which, approximately $28.6 was paid upon execution of the agreements, with the remainder to be paid in monthly installments through June 2022. The Company currently expects to receive the mining equipment in nine equal monthly shipments from November 2021 through July 2022 and plans to use the mining equipment to expand its digital currency mining activities through its wholly owned subsidiaries. In November 2021, the Company entered into a new purchase agreement that is cancellable for a total of 2,597 mining machines with an aggregate purchase price of approximately $26.5 million. Immersion Cooling System Purchase On December 1, 2021, the Company entered into an agreement to purchase an immersion cooling system and related equipment with a purchase price of approximately $9.6 million. The Company issued 4,017,652 shares under its At the Market financing instrument resulting in proceeds of approximately $68 million. The Company issued 25,775 shares as a result of stock option exercises resulting in proceeds of $189,677. On November 23, 2021, the Company settled all contingent consideration due to GridFabric resulting in the issuance of 8,404 shares of Company common stock valued at $150,000. |
2. SUMMARY OF SIGNIFICANT ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Liquidity | Basis of Presentation and Liquidity The accompanying audited financial statements of the Company have been prepared by the Management in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and have been filed with the SEC on December 14, 2021 (“Form 10-K”). As shown in the accompanying audited consolidated financial statements, the Company incurred a net loss of $21,812,010 and $23,346,143 during the years ended September 30, 2021 and September 30, 2020, respectively. While the Company has experienced negative cash flows from operations, the Company has sufficient capital to support its ongoing operations from cash flows provided from operational activities, including potential sale of digital currency, and has access to additional capital through the registered sale of equity securities pursuant to a registration statement on Form S-3. In addition, the Company is continuing to grow its business segments through which it expects to grow its working capital base. As of September 30, 2021 and September 30, 2020, the Company had working capital of $47,663,299 and $2,869,329 , respectively. |
Principles of Consolidation | Principles of Consolidation The accompanying audited consolidated financial statements include the accounts of CleanSpark, Inc., and its wholly owned operating subsidiaries, CleanSpark, LLC, CleanSpark II, LLC, CleanSpark Critical Power Systems Inc., p2kLabs, Inc, GridFabric, LLC, ATL Data Centers LLC, CleanBlok, Inc., CSRE Properties, LLC, Solar Watt Solutions, Inc, CSRE Properties Norcross, LLC and CSRE Property Management Company, LLC. All intercompany transactions have been eliminated upon consolidation of these entities. |
Going Concern | Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The evaluation of going concern under the accounting guidance requires significant judgment which involves the Company to consider that it has historically incurred losses in recent years as it has prepared to grow its business through acquisition opportunities. The Company must also consider its current liquidity as well as future market and economic conditions that may be deemed outside the control of the Company as it relates to obtaining financing and generating future profits. As of September 30, 2021, the Company had approximately $18 million of available cash on-hand and Bitcoin with a fair market value of $27.5 million . In determining whether there is substantial doubt about the Company’s ability to continue as a going concern, the Company may consider the effects of any mitigating plans for additional sources of financing. The Company identified additional financing sources it believes are currently available to fund its operations and drive future growth that include (i) the ability to access capital using the at-the-market (“ATM”) equity offering program available to the Company whereby the Company may sell additional shares of its common stock (discussed in Note 11 – Stockholders’ Equity), and (ii) the ability to raise additional financing from other sources. (Refer to Note 11 for further details) |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company’s goodwill and digital currency impairment, intangible assets acquired, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, revenue recognition from digital currency mining, valuation of derivative assets and liabilities, available-for-sale investments, allowances for uncollectible accounts, valuation of digital currencies, valuation of contingent consideration, warranty, and the valuations of share based awards. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions including, but not limited to, the ultimate impact that COVID-19 may have on the Company’s operations. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board's (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Our accounting policy on revenue recognition by type of revenue is provided below. Revenues from digital currency mining The Company has entered in digital asset mining pools to provide computing power to the mining pools. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company starts providing computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives ( less There is currently no definitive guidance under GAAP or alternative accounting framework for the accounting for digital currencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. The total revenue recognized from digital currency mining for the years ended September 30, 2021 and September 30, 2020 is $38,846,633 and $0, respectively. Engineering & Construction Contracts and Service Contracts The Company recognizes engineering and construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Engineering and construction contracts are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. The Company recognizes revenue based primarily on contract cost incurred to date compared to total estimated contract cost (an input method). The input method is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Customer-furnished materials, labor and equipment and, in certain cases, subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the company is acting as a principal rather than as an agent (i.e., the company integrates the materials, labor and equipment into the deliverables promised to the customer). Customer-furnished materials are only included in revenue and cost when the contract includes construction activity and the Company has visibility into the amount the customer is paying for the materials or there is a reasonable basis for estimating the amount. The Company recognizes revenue, but not profit, on certain uninstalled materials that are not specifically produced, fabricated, or constructed for a project. Revenue on these uninstalled materials is recognized when the cost is incurred (when control is transferred). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on engineering and construction contracts are typically due within 30 to 45 days of billing, depending on the contract. The Company recognizes energy (solar panel and battery) installation contract revenue for residential customers at a point in time upon completion of the installation. The revenues associated with energy installations for commercial customers are recognized over a period of time as noted in the engineering and construction contract revenue disclosure above. For service contracts (including maintenance contracts) in which the Company has the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date, revenue is recognized when services are performed and contractually billable. Service contracts that include multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on service contracts that have not been billed to clients is classified as a current asset under contract assets on the Consolidated Balance Sheets. Amounts billed to clients in excess of revenue recognized on service contracts to date are classified as a current liability under contract liabilities. Customer payments on service contracts are typically due within 30 days of billing, depending on the contract. The total revenue recognized from sale of residential battery, residential solar and commercial solar for the years ended September 30, 2021 and September 30, 2020 is $3,727,335 and $0 , respectively. Revenues from Sale of Equipment Performance Obligations Satisfied at a point in time. We recognize revenue on agreements for equipment we sell on a standardized basis to the market at a point in time. We recognize revenue at the point in time that the customer obtains control of the good, which is generally upon shipment or when the customer has physical possession of the product depending on contract terms. We use proof of delivery for certain large equipment with more complex logistics, whereas the delivery of other equipment is estimated based on historical averages of in-transit periods (i.e., time between shipment and delivery). Generally, shipping costs are included in the price of equipment unless the customer requests a non-standard shipment. In situations where an alternative shipment arrangement has been made, the Company recognizes the shipping revenue upon customer receipt of the shipment. In situations where arrangements include customer acceptance provisions based on seller or customer-specified objective criteria, we recognize revenue when we have concluded that the customer has control of the goods and that acceptance is likely to occur. We generally do not provide for anticipated losses on point in time transactions prior to transferring control of the equipment to the customer. Our billing terms for these point in time equipment contracts vary and generally coincide with shipment to the customer; however, within certain businesses, we receive progress payments from customers for large equipment purchases, which is generally to reserve production slots with our manufacturing partners, which are recorded as contract liabilities. Due to the customized nature of the equipment, the Company does not allow for customer returns. Service Performance obligations satisfied over time. We enter into long-term product service agreements with our customers primarily within our microgrid segment. These agreements require us to provide preventative maintenance, and standby support services that include certain levels of assurance regarding system performance throughout the contract periods, these contracts will generally range from 1 to 10 years. We account for items that are integral to the maintenance of the equipment as part of our service-related performance obligation, unless the customer has a substantive right to make a separate purchasing decision (e.g., equipment upgrade). Contract modifications that extend or revise contract terms are not uncommon and generally result in our recognizing the impact of the revised terms prospectively over the remaining life of the modified contract (i.e., effectively like a new contract). Revenues are recognized for these arrangements on a straight-line basis consistent with the nature, timing and extent of our services, which primarily relate to routine maintenance and as needed product repairs. Our billing terms for these contracts vary, but we generally invoice periodically as services are provided. Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) of $0 and contract work in progress (typically for fixed-price contracts) of $0 and $4,103 as of September 30, 2021 and September 30, 2020, respectively. Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the terms of the contract. There are no advances that are payments on account of contract assets that have been deducted from contract assets as of September 30, 2021 and September 30, 2020. Contract liabilities mostly represent customer deposits. The Company recorded $296,964 and $64,198 in contract liabilities as of September 30, 2021 and September 30, 2020, respectively. The total revenue recognized from sale of switchgear for the years ended September 30, 2021 and September 30, 2020 is $4,448,726 and $7,505,761 respectively. Revenues from software The Company derives its software revenue from both subscription fees from customers for access to its energy software offerings and software license sales and support services. Revenues from software licenses are generally recognized upfront when the software is made available to the customer and revenues from the related support is generally recognized ratably over the contract term. The Company’s policy is to exclude sales and other indirect taxes when measuring the transaction price of its subscription agreements. The Company’s subscription agreements generally have monthly or annual contractual terms. Revenue is recognized ratably over the related contractual term beginning on the date that the platform is made available to a customer. Access to the platform represents a series of distinct services as the Company continually provides access to, and fulfills its obligation to the end customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The total revenue recognized from design, software development and other technology-based consulting services for the years ended September 30, 2021 and September 30, 2020 is $1,676,505 and $2,431,419 , respectively. Revenues from design, software development and other technology-based consulting services For service contracts performed under Master Services Agreements (“MSA”) and accompanying Statement(s) of Work (“SOW”), revenue is recognized based on the performance obligation(s) outlined in the SOW which is typically hours worked or specific deliverable milestones. In the case of a milestone-based SOW, the Company recognizes revenues as each deliverable is signed off by the customer. The total revenue recognized from design, software development and other technology-based consulting services for the years ended September 30, 2021 and September 30, 2020 is $1,676,505 and $2,431,419 , respectively. Revenues from data center services The Company provides data services such as providing its customers with rack space, power and equipment, and cloud services such as virtual services, virtual storage, and data backup services, generally based on monthly services provided at a defined price included in the contracts. The performance obligations are the services provided to a customer for the month based on the contract. The transaction price is the price agreed with the customer for the monthly services provided and the revenues are recognized monthly based on the services rendered for the month. The total revenue recognized from data center services for the years ended September 30, 2021 and September 30, 2020 is $554,345 and $0 , respectively. Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; awards and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. The C Practical Expedients If the Company has a right to consideration from a customer in an amount that corresponds directly with the value of the Company’s performance completed to date (a service contract in which the company bills a fixed amount for each hour of service provided), the Company recognizes revenue in the amount to which it has a right to invoice for services performed. The Company does not adjust the contract price for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the company transfers a service to a customer and when the customer pays for that service will be one year or less. The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the Company from its customers (use taxes, value added taxes, some excise taxes). For the year ended September 30, 2021 and 2020, the Company reported revenues of $49,438,115 and $10,028,701 , respectively. |
Cost of Revenues | Cost of Revenues The Company includes the following in cost of revenues: energy costs, materials costs, manufacturing and logistics costs, freight costs, inventory write-downs, hosting services costs. The recognition of cost of revenue for our energy segment is dependent upon the revenue stream that it pertains to, refer below: 1. Products Delivered at a Point in Time. Cost of revenue from these products is recognized when the Company transfers control of the product to the customer, which is generally upon shipment. 2. Products Delivered Over Time. Cost of revenue from these products is recognized over the related service period. |
Cash and cash equivalents including restricted cash | Cash and cash equivalents including restricted cash Cash and cash equivalents include cash and amounts due from banks and restricted cash. The Company’s restricted cash represents amounts held in trust for certain construction projects. The following table sets forth a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets that agrees to the total of those amounts as presented in the consolidated statements of cash flows. September 30, 2021 September 30, 2020 Cash and cash equivalents, excluding restricted cash $ 14,571,198 $ 3,126,202 Restricted cash – construction escrow account 3,469,129 — Cash and cash equivalents per consolidated Balance Sheet $ 18,040,327 $ 3,126,202 |
Accounts receivable | Accounts receivable Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. They are initially recorded at the invoiced amount upon the sale of goods or services to customers, and do not bear interest. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable, net consists of the following: September 30, 2021 September 30, 2020 Accounts Receivable, gross $ 2,891,784 $ 902,146 Other receivables 421,681 — Retainage receivable — 615 Provision for doubtful allowances (693,508 ) (42,970) Total Accounts Receivable, net $ 2,619,957 $ 859,791 |
Inventory | Inventory Inventory is stated at the lower cost or net realizable value with cost being measured on a first-in, first-out basis. For solar panel and battery installations, the Company transfers component parts from inventories to cost of goods sold once installation is complete. The Company periodically reviews inventories for unusable and obsolete items based on assumptions about future demand and market conditions. Based on this evaluation, provisions are made to write inventories down to their net realizable value. There were no write-downs of inventory as of September 30, 2021 and 2020, respectively. The composition of inventory for the years ended as of September 30, 2021 and 2020 are as follows: September 30, 2021 September 30, 2020 Batteries and solar panels $ 1,819,398 $ — Supplies and other 853,346 247,500 Total inventory $ 2,672,744 $ 247,500 The Company has presented inventory amounting to $247,500 separate from Prepaid and other current assets to Inventory as of September 30, 2020. |
Prepaid expense and other current assets | Prepaid expense and other current assets The Company records a prepaid expense for costs paid but not yet incurred. Those expected to be incurred within one year are recognized and shown as a short-term pre-paid expense. Any costs expected to be incurred outside of one year would be considered other long term assets. Other current assets are assets that consist of deposits and interest receivable. Deposits and interest we expect to receive within one year are shown as short-term. Those we expect to receive outside of one year are shown as other long term assets. |
Investment securities | Investment securities Investment securities include debt securities and equity securities. Debt securities are classified as available for sale (“AFS”) and are reported as an asset in the Consolidated Balance Sheets at their estimated fair value. As the fair values of AFS debt securities change, the changes are reported net of income tax as an element of OCI, except for other-than-temporarily-impaired securities. When AFS debt securities are sold, the unrealized gains or losses are reclassified from OCI to non-interest income. Securities classified as AFS are securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as AFS would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, decline in credit quality, and regulatory capital considerations. Interest income is recognized based on the coupon rate and increased by accretion of discounts earned or decreased by the amortization of premiums paid over the contractual life of the security. For individual debt securities where the Company either intends to sell the security or more likely than not will not recover all of its amortized cost, OTTI (other than temporary impairment) is recognized in earnings equal to the entire difference between the security's cost basis and its fair value at the balance sheet date. For individual debt securities for which a credit loss has been recognized in earnings, interest accruals and amortization and accretion of premiums and discounts are suspended when the credit loss is recognized. Interest received after accruals have been suspended is recognized in income on a cash basis. The Company holds investments in both publicly held and privately held equity securities. However, as described in Note 1, the Company is primarily doing business of in the digital currency mining sector and alternative energy sector, and not in the business of investing in securities. Privately held equity securities are recorded at cost and adjusted for observable transactions for same or similar investments of the issuer (referred to as the measurement alternative) or impairment. All gains and losses on privately held equity securities, realized or unrealized, are recorded through gains or losses on equity securities on the consolidated statement of operations and comprehensive loss. Publicly held equity securities are based on fair value accounting with unrealized gains or losses resulting from changes in fair value reflected as unrealized gains or losses on equity securities in our consolidated statements of operations and comprehensive loss. |
Concentration Risk | Concentration Risk At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The cash balance, in excess of the FDIC limits was $17,790,327 and $2,876,202 for periods ended September 30, 2021 and September 30, 2020, respectively. The accounts offered by custodians of the Company’s bitcoin are not insured by the FDIC. The fair market value of bitcoin held in accounts covered by FDIC limits was $27,554,031 and $0 The Company has certain customers and vendors who individually represented 10% or more of the Company’s revenue or capital expenditures. (see Note 16 for details) |
Leases | Leases In accordance with ASC 842, the Company assesses whether an arrangement contains a lease at contract inception. When an arrangement contains a lease, the Company categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in “Fixed Assets, net.” All other leases are categorized as operating leases. The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. Some leases include multiple year renewal options. The Company’s decision to exercise these renewal options is based on an assessment of its current business needs and market factors at the time of the renewal. Currently, the Company has no leases for which the option to renew is reasonably certain and therefore, options to renew were not factored into the calculation of its right of use asset and lease liability as of September 30, 2021. For all classes of underlying assets, the Company has elected to not separate lease from non-lease components. |
Warranty Liability | Warranty Liability The Company establishes warranty liability reserves to provide for estimated future expenses as a result of installation and product defects, product recalls and litigation incidental to the Company’s business. Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers and subcontractors participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with the Company’s general counsel and outside counsel retained to handle specific product liability cases. The Company’s manufacturers and service providers currently provide substantial warranties between ten to twenty-five years with full reimbursement to replace and install replacement parts. While it is probable that the Company will incur costs associated with future warranty claims, the Company cannot reasonably estimate the loss of future warranty claims. Thus, the loss on warranty claims will be charged to the income of the period in which the loss can be reasonably estimated and shall not be charged retroactively to an earlier period, in accordance with the provisions of ASC 450. There were no warranty costs and associated liabilities as of September 30, 2021 and September 30, 2020. |
Stock -based compensation | Stock -based compensation The Company follows the guidelines in FASB Codification Topic ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. For discussion of accounting for RSUs, please refer Note 13 – Stock-Based Compensation. |
Earnings (loss) per share | Earnings (loss) per share The Company reports earnings (loss) per share in accordance with FASB ASC 260-10 “Earnings Per Share,” which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. As of September 30, 2021 and 2020, there were 2,173,578 1,577,013 5,250,000 |
Property and equipment | Property and equipment In accordance with the Financial Accounting Standards Board ASC 360-10, "Property, Plant and Equipment” the carrying value of property and equipment, and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the year ended September 30, 2021 and September 30, 2020 the Company did not record an impairment expense. Property and equipment are stated at cost less accumulated depreciation. Construction in progress is the construction or development of assets that has not yet been placed in service for its intended use. Depreciation for machinery and equipment, mining equipment, buildings, furniture and fixtures and leasehold improvements commences once they are ready for its intended use. Land is not depreciated. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: Useful life (years) Building 30 Machinery and equipment 1 - 10 Mining equipment 3 – 15 Leasehold improvements Shorter of estimated lease term or 5 years Furniture and fixtures 1 - 5 |
Business combinations, Intangible Assets and Goodwill | Business combinations, Intangible Assets and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combi nations, where the total purchase price is allocated to the identified 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 difference between the purchase price, including any contingent consideration, and the fair value of net assets acquired is recorded as goodwill. Contingent consideration transferred is initially recognized at fair value. Contingent consideration classified as a liability or an asset is remeasured to fair value each period until settlement, with changes recognized in profit or loss. Contingent consideration classified as equity is not remeasured. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred . The Company reviews its indefinite lived intangibles and goodwill for impairment annually or 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 an assessment of indefinite lived intangibles and goodwill as of the year end September 30, 2021. (See Note 6 for impairment related to indefinite lived intangibles and goodwill). 2021 Goodwill Impairment analysis In completing the 2021 annual goodwill impairment analysis, the Company elected to perform both qualitative and quantitative assessments for our goodwill. The assessments involve comparing the carrying value of the entity, including goodwill, to its estimated fair value. In accordance with ASU 2017-04, a goodwill impairment charge is recorded for the amount by which the carrying value unit exceeds the fair value of the reporting unit. In determining the fair value for which the quantitative assessment was performed, the Company obtained an independent evaluation of goodwill. The independent evaluation agency has utilized the income approach to test for goodwill impairment. The income approach is a valuation technique under which we estimate future cash flows using the financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, revenue is projected and applied to fixed and variable cost experience rates to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value, several factors were estimated, including projected operating results, growth rates, economic conditions, anticipated future cash flows and the discount rate. The assessment indicated that impairment of goodwill was necessary. Based on the assessment for impairment, the Company reported an impairment expense of goodwill of $5,723,388 for the year ended September 30, 2021. There was no impairment expense for the year ended September 30, 2020. The following table reflects segment wise goodwill activity for the years ended September 30, 2021 and 2020, respectively: 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Wise Goodwill Activity (Details) Digital Energy Others Total Goodwill- October 1, 2019 $ — $ 4,919,858 $ — $ 4,919,858 New Acquisitions — 6,395 977,388 983,783 Impairment — — — — Goodwill- September 30, 2020 — 4,926,253 977,388 5,903,641 New Acquisitions 12,048,419 6,820,526 — 18,868,945 Impairment — ( 4,746,000 ) ( 977,388 ) ( 5,723,388 Goodwill- September 30, 2021 $ 12,048,419 $ 7,000,779 $ — $ 19,049,198 The Company amortizes intangible assets with finite lives over their estimated useful lives, which range between two and twenty years as follows: Useful life (years) Patents 13 - 20 Websites 3 Customer list and non-compete agreement 2 - 4 Design assets 2 Trademarks 14 Engineering trade secrets 1 - 7 Software 4 - 7 Strategic contract 5 Infrastructure asset 15 Capitalized software 7 |
Digital Currency | Digital Currency Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other, and are accounted for in connection with the Company’s revenue recognition policy detailed above and in Footnote 2 – Significant Accounting Policies. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Quantitative impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital currency at the time its fair value is being measured in accordance with ASC 820, Fair Value Measurement. Quoted prices are obtained from the principal market. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted as per ASC 350, Intangibles – Goodwill and Other. Digital currencies earned by the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital currencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations and comprehensive loss. The Company accounts for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting. The following table presents the activities of the digital currencies for the year ended September 30, 2021: Amount ($) Balance as on September 30, 2019 — Additions to digital currencies — Sale of digital currencies — Balance as on September 30, 2020 — Additions of digital currencies 38,846,633 Sale of digital currencies ( 11,443,132 ) Realized gain on sale of digital currencies 3,104,378 Digital currencies issued for services ( 296,593 ) Impairment loss ( 6,608,076 ) Balance as on September 30, 2021 23,603,210 |
Software Development Costs | Software Development Costs The Company capitalizes software development costs under guidance of ASC 985-20 Costs of Software to be Sold, Leased or Marketed for our mPulse, Canvas & Plaid platforms and under ASC 350-40 Internal Use Software. Software development costs include payments made to independent software developers under development agreements, as well as direct costs incurred for internally developed products. Software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product requires both technical design documentation and infrastructure design documentation, or the completed and tested product design and a working model. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established, and the evaluation is performed on a product-by-product basis. For products where proven technology exists, this may occur early in the development cycle. Prior to a product's release, if and when we we Commencing upon a product's release, capitalized software development costs are amortized to "Cost of revenues software amortization" based on the ratio of current revenues to total projected revenues for the specific product, generally resulting in an amortization period of seven years for our current product offerings. In recognition of the uncertainties involved in estimating future revenue, amortization will never be less than straight-line amortization of the products remaining estimated economic life. We evaluate the future recoverability of capitalized software development costs on a quarterly basis. For products that have been released in prior periods, the primary evaluation criterion is the actual performance of the software platform to which the costs relate. For products that are scheduled to be released in future periods, recoverability is evaluated based on the expected performance of the specific products to which the costs relate. Criteria used to evaluate expected product performance include: historical performance of comparable products developed with comparable technology; market performance of comparable software; orders for the product prior to its release; pending contracts and general market conditions. Significant management judgments and estimates are utilized in assessing the recoverability of capitalized costs. In evaluating the recoverability of capitalized costs, the assessment of expected product performance utilizes forecasted sales amounts and estimates of additional costs to be incurred. If revised forecasted or actual product sales are less than the originally forecasted amounts utilized in the initial recoverability analysis, the net realizable value may be lower than originally estimated in any given quarter, which could result in an impairment charge. Material differences may result in the amount and timing of expenses for any period if matters resolve in a manner that is inconsistent with management's expectations. If an impairment occurs the reduced amount of the capitalized software costs that have been written down to the net realizable value at the close of each annual fiscal period will be considered the cost for subsequent accounting purposes. |
Fair Value Measurement of financial instruments, derivative asset and contingent consideration | Fair Value Measurement of financial instruments, derivative asset and contingent consideration The carrying value of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of September 30, 2021 and September 30, 2020: September 30, 2021: Amount ($) Level 1 Level 2 Level 3 Derivative asset 4,905,656 — — 4,905,656 Investment in equity security 10,772 10,772 — — Investment in debt security 494,608 — — 494,608 Contingent cash consideration 820,802 — — 820,802 Total 6,231,838 10,772 — 6,221,066 September 30, 2020: Amount ($) Level 1 Level 2 Level 3 Derivative asset 2,115,269 — — 2,115,269 Investment in equity security 210,000 210,000 — — Investment in debt security 500,000 — — 500,000 Contingent cash consideration 750,000 — — 750,000 Total 3,575,269 210,000 — 3,365,269 |
Income taxes | Income taxes The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of September 30, 2021 and 2020. Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from managements estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of September 30, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or net assets of the Company and are as follows: • The Company has reclassified interest receivable on investment in debt securities from Accounts Receivable to Prepaid expense and other current assets amounting to $399,863 and $187,562 • The revenue presentation is updated to remain consistent with the business segments of the Company. In 2020, revenues were categorized into hardware and software related sales. In 2021, the Company has realigned its focus and accordingly revenue is reported based upon business segments of digital currency mining, energy and others. • Product development expense for the year ended September 30, 2020 has been reclassified to be included in depreciation and amortization expense. |
Commitments and contingencies | Commitments and contingencies The Company is subject to the possibility of various loss contingencies and loss recoveries, such as legal proceedings and claims arising out of its business. The Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available with its external and internal counsel to determine whether an accrual is required, an accrual should be adjusted or a range of possible loss should be disclosed. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. To better align with the Company’s strategic objectives, the Company optimized its reportable segments down to two, (1) Digital Currency Mining Segment and (2) Energy Segment; by eliminating the digital agency segment. Results associated with that component are now being reported under other revenue and eliminations. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. This new guidance is effective for the Company for its fiscal year beginning February 1, 2023 and interim periods within that fiscal year, and early adoption is permitted. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company's results of operations or cash flows. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and issued subsequent amendments to the initial guidance (collectively, “Topic 848”). Topic 848 became effective immediately and expires on December 21, 2022. Topic 848 allows eligible contracts that are modified to be accounted for as a continuation of those contracts, permits companies to preserve their hedging accounting during the transition period and enables companies to make a one-time election to transfer or sell held-to-maturity debt securities that are affected by rate reform. Topic 848 provides optional expedients and exceptions for contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met. The adoption of ASU 2020-04 is not expected to have a material impact on the Company’s financial statements or disclosures. The Company adopted ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on October 1, 2020 (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-looking “expected loss” model that reflects expected credit losses, including credit losses related to trade receivables, and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, which generally will result in the earlier recognition of allowances for losses. As the Company was a Smaller Reporting Company at the time of issuance of the ASU, the Company expects to adopt the ASU effective October 1, 2023, including the interim periods within the fiscal year. In August 2020, the FASB issued ASU2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company with annual periods beginning January 1, 2022 and early adoption is permitted. The adoption of ASU 2020-06 is not expected to have a material impact on the Company’s financial statements or disclosures. In August 2020, the FASB issued Account Standard Update (“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),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company with annual periods beginning January 1, 2022 and early adoption is permitted. The adoption of ASU 2020-06 is not expected to have a material impact on the Company’s financial statements or disclosures. |
2. SUMMARY OF SIGNIFICANT ACC_3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents | September 30, 2021 September 30, 2020 Cash and cash equivalents, excluding restricted cash $ 14,571,198 $ 3,126,202 Restricted cash – construction escrow account 3,469,129 — Cash and cash equivalents per consolidated Balance Sheet $ 18,040,327 $ 3,126,202 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable | September 30, 2021 September 30, 2020 Accounts Receivable, gross $ 2,891,784 $ 902,146 Other receivables 421,681 — Retainage receivable — 615 Provision for doubtful allowances (693,508 ) (42,970) Total Accounts Receivable, net $ 2,619,957 $ 859,791 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Inventories Current | September 30, 2021 September 30, 2020 Batteries and solar panels $ 1,819,398 $ — Supplies and other 853,346 247,500 Total inventory $ 2,672,744 $ 247,500 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING ACCOUNTING POLICIES - Useful Life of Property and Equipment | Useful life (years) Building 30 Machinery and equipment 1 - 10 Mining equipment 3 – 15 Leasehold improvements Shorter of estimated lease term or 5 years Furniture and fixtures 1 - 5 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Wise Goodwill Activity | The following table reflects segment wise goodwill activity for the years ended September 30, 2021 and 2020, respectively: 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Wise Goodwill Activity (Details) Digital Energy Others Total Goodwill- October 1, 2019 $ — $ 4,919,858 $ — $ 4,919,858 New Acquisitions — 6,395 977,388 983,783 Impairment — — — — Goodwill- September 30, 2020 — 4,926,253 977,388 5,903,641 New Acquisitions 12,048,419 6,820,526 — 18,868,945 Impairment — ( 4,746,000 ) ( 977,388 ) ( 5,723,388 Goodwill- September 30, 2021 $ 12,048,419 $ 7,000,779 $ — $ 19,049,198 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Life | Useful life (years) Patents 13 - 20 Websites 3 Customer list and non-compete agreement 2 - 4 Design assets 2 Trademarks 14 Engineering trade secrets 1 - 7 Software 4 - 7 Strategic contract 5 Infrastructure asset 15 Capitalized software 7 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Activities of Digital Currencies | Amount ($) Balance as on September 30, 2019 — Additions to digital currencies — Sale of digital currencies — Balance as on September 30, 2020 — Additions of digital currencies 38,846,633 Sale of digital currencies ( 11,443,132 ) Realized gain on sale of digital currencies 3,104,378 Digital currencies issued for services ( 296,593 ) Impairment loss ( 6,608,076 ) Balance as on September 30, 2021 23,603,210 |
Financial Instruments Disclosure [Text Block] | Amount ($) Level 1 Level 2 Level 3 Derivative asset 4,905,656 — — 4,905,656 Investment in equity security 10,772 10,772 — — Investment in debt security 494,608 — — 494,608 Contingent cash consideration 820,802 — — 820,802 Total 6,231,838 10,772 — 6,221,066 September 30, 2020: Amount ($) Level 1 Level 2 Level 3 Derivative asset 2,115,269 — — 2,115,269 Investment in equity security 210,000 210,000 — — Investment in debt security 500,000 — — 500,000 Contingent cash consideration 750,000 — — 750,000 Total 3,575,269 210,000 — 3,365,269 |
3. ACQUISITIONS (Tables)
3. ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
3. ACQUISITIONS - SWS Consideration | Consideration: Fair Value Cash $ 1,350,000 Contingent consideration 155,000 310,018 $ 533,002 167,685 shares of common stock 4,649,905 Total Consideration $ 6,687,907 |
3. ACQUISITIONS - SWS Purchase Price Allocation | Purchase Price Allocation Preliminary Allocation at Acquisition Date Adjustments to Fair Value Final Allocation at Acquisition Date Customer List $ 5,122,733 $ ( 4,932,733 ) $ 190,000 Goodwill 1,642,409 5,178,126 6,820,535 Other Assets and Liabilities assumed, net ( 77,235 ) ( 245,393 ) ( 322,628 Total $ 6,687,907 $ — $ 6,687,907 |
3. ACQUISITIONS - ATL Consideration | Consideration Preliminary Allocation at Acquisition Date Adjustments to Fair Value Final Allocation at Acquisition Date 642,309 $ 8,407,826 — $ 8,407,826 975,976 12,775,525 — 12,775,525 Total Consideration $ 21,183,351 — $ 21,183,351 |
3. ACQUISITIONS - ATL Purchase Price Allocation | Purchase Price Allocation Preliminary Allocation at Acquisition Date Adjustments to Fair Value Final Allocation at Acquisition Date Strategic Contract $ 7,457,970 $ 2,342,000 $ 9,799,970 Goodwill 14,205,245 ( 1,264,167 ) 12,941,078 Other Assets and Liabilities assumed, net ( 479,864 ) ( 1,077,833 ) ( 1,557,697 Total $ 21,183,351 $ — $ 21,183,351 |
3. ACQUISITIONS - P2K Consideration | Cash Consideration ($): Cash 1,155,000 95,699 445,000 26,950 88,935 Total Consideration 1,688,935 |
3. ACQUISITIONS - P2K Purchase Price Allocation | Purchase Price Allocation ($): Customer list 710,000 Design and other assets 123,000 Goodwill 977,388 Other assets and liabilities assumed, net ( 121,453 Total 1,688,935 |
3. ACQUISITIONS - GridFabric Consideration | Consideration: Fair Value ($) Cash 400,000 26,427 250,000 Contingent consideration - common stock issuable upon achievement of milestone(s) 750,000 Total Consideration 1,400,000 |
3. ACQUISITIONS - GridFabric Purchase Price Allocation | Purchase Price Allocation: Software $ 1,120,000 Customer list 60,000 Non-compete 190,000 Goodwill 26,395 Net Assets 3,605 Total $ 1,400,000 |
3. ACQUISITIONS - Unaudited Pro Forma Information Assuming Acquisitions | September 30, 2021 September 30, 2020 Net sales $ 35,581,937 $ 25,627,704 Net income (loss) 12,848,264 (47,333,110) Net profit / (loss) per common share – basic and diluted $ 0.43 $ (4.04) Weighted average common shares outstanding – basic and diluted $ 29,939,290 $ 11,701,937 |
4. INVESTMENTS (Tables)
4. INVESTMENTS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Schedule of Investments [Abstract] | |
4. INVESTMENTS - Reconciliation of carrying value of all investments | ILAL Debt Securities ILAL Derivative asset ILAL Equity Securities Law Clerk Equity Securities Balance as of October 1, 2019 $ - $ - $ - $ - Purchased during the year 500,000 - 93,132 250,000 Unrealized gain on fair value recognized in income - 2,115,269 116,868 - Balance as of September 30, 2020 500,000 2,115,269 210,000 250,000 Shares sold during the year - - ( 373,121 ) - Realized gain on fair value recognized income - - 179,046 - Unrealized gain (loss) recognized in net income - 2,790,387 ( 5,153 ) - Unrealized loss on fair value recognized in other comprehensive loss ( 5,392 - - - Balance as of September 30, 2021 $ 494,608 $ 4,905,656 $ 10,772 $ 250,000 |
5. INTANGIBLE ASSETS (Tables)
5. INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | September 30, 2021 Intangible assets Accumulated amortization Total Patents $ 74,112 $ 28,329 $ 45,783 Websites 8,115 8,115 — Customer list and non-compete agreement 6,892,024 4,940,456 1,951,568 Design assets 123,000 123,000 — Trademarks 5,928 2,236 3,692 Engineering trade secrets 4,370,269 2,943,173 1,427,096 Software 870,000 325,519 544,481 Strategic Contract 9,799,970 1,577,098 8,222,872 Infrastructure asset 81,868 — 81,868 mPulse software 741,846 238,161 503,685 Total $ 22,967,132 $ 10,186,087 $ 12,781,045 September 30, 2020 Intangible assets Accumulated amortization Total Patents $ 74,112 $ 24,471 $ 49,641 Websites 8,115 8,115 — Customer list and non-compete agreement 6,702,024 2,923,592 3,778,432 Design assets 123,000 41,000 82,000 Trademarks 5,928 1,805 4,123 Engineering trade secrets 4,370,269 2,331,858 2,038,411 Software 1,120,000 22,951 1,097,049 mVSO software 437,135 132,813 304,322 mPulse software 741,846 69,965 671,881 Total $ 13,582,429 $ 5,556,570 $ 8,025,859 Amortization expense for the years ended September 30, 2021 and 2020 was $4,848,179 and $2,767,345, respectively. During the year ended September 30, 2021, the Company recorded an impairment of $554,322 related to write-off of software. There was no impairment during the year ended September 30, 2020. The strategic contract relates to supply of a critical input to our digital currency mining business at significantly low prices compared to market. During the year September 30, 2021, the initial allocation of $7,457,970 was adjusted by $2,342,000 . The strategic contract is now carried at $9,799,970 net of accumulated amortization of $1,577,098 . The Company expects to record amortization expense of intangible assets over the next 5 years and thereafter as follows: |
5. INTANGIBLE ASSETS - Amortization Expense | Year September 30, 2021 2022 $ 4,494,533 2023 2,884,225 2024 2,471,413 2025 1,975,742 2026 398,644 Thereafter 556,488 In $ 12,781,045 |
6. IMPAIRMENT (Tables)
6. IMPAIRMENT (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
6. IMPAIRMENT - Summary of Impairment Loss | Amount ($) Impairment of digital currency 6,608,076 Impairment of goodwill 5,723,388 Impairment of software 554,322 Total impairment loss 12,885,786 |
7. PROPERTY AND EQUIPMENT (Tabl
7. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
7. PROPERTY AND EQUIPMENT, NET - Schedule of Property Pant and Equipment | September 30, 2021 September 30, 2020 Mining equipment $ 123,147,843 — Land and building 11,048,299 — Machinery and equipment 376,163 193,042 Leasehold improvements 72,577 17,965 Furniture and fixtures 107,660 82,547 Construction in progress 10,498,311 — Total 145,250,853 293,554 Less: accumulated depreciation (7,657,982 ) (175,560) Property and equipment, net $ 137,592,871 $ 117,994 |
8. LOANS (Tables)
8. LOANS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
8. LOANS - Long Term | September 30, 2021 September 30, 2020 Promissory notes $ — $ 531,169 Total $ — $ 531,169 |
9. LEASES (Tables)
9. LEASES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
9. LEASES - Lease costs | 2021 2020 Operating lease cost (1) $ 340,440 $ 117,223 Finance lease cost: Amortization of right-of-use assets 303,292 — Interest on lease obligations $ 42,992 $ — |
9. LEASES - Other Lease Information | Fiscal Years Ended September 30, 2021 2020 Cash paid for amounts included in measurement of lease obligations: Operating cash flows from operating leases $ 319,061 $ 43,986 Financing cash flows from finance leases 288,602 — |
9. LEASES - Weighted-average Remaining Lease Terms | 2021 2020 Weighted-average remaining lease term -operating leases 5 years 0.4 years Weighted-average remaining lease term - finance leases 3.2 years — Weighted-average discount rate - operating leases 4.5% 10% Weighted-average discount rate - finance leases 5.5% — |
9. LEASES - Contractual Maturity of Lease Liability | Fiscal Year Operating Leases Finance Leases 2022 $ 316,908 $ 449,431 2023 324,948 321,887 2024 333,234 142,428 2025 341,767 12,320 2026 299,039 1,853 Thereafter 50,659 — Total undiscounted lease obligations 1,666,555 927,919 Less imputed interest ( 175,035 ) ( 55,813) Total presnet value of lease liabilities $ 1,491,520 $ 872,106 Less: Current portion of lease obligations $ 256,195 $ 413,798 Total lease obligations, net of current portion $ 1,235,325 $ 458,308 |
12. STOCK WARRANTS (Tables)
12. STOCK WARRANTS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Stock Warrants | |
12. STOCK WARRANTS - Schedule of Warrant Summary | Number of Warrant Shares Weighted Average Exercise Price ($) Balance, September 30, 2019 1,314,065 $ 21.70 Warrants granted — — Warrants expired — — Warrants canceled — — Warrants exercised ( 15,000 ) 8.00 Balance, September 30, 2020 1,299,065 21.78 Warrants granted — — Warrants expired ( 432,721 ) 15.00 Warrants canceled — — Warrants exercised ( 250,790 ) 11.77 Balance, September 30, 2021 615,554 30.72 |
13. STOCK-BASED COMPENSATION (T
13. STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
13. STOCK-BASED COMPENSATION - Schedule of Option Summary | Number of Option Shares Weighted Average Exercise Price ($) Balance, September 30, 2019 81,254 11.82 Options granted 233,233 5.28 Options expired ( 25,692 ) 8.71 Options canceled ( 10,847 ) 19.04 Options exercised — — Balance, September 30, 2020 277,948 6.34 Options granted 1,469,250 19.32 Options expired ( 12,975 ) 10.53 Options canceled ( 45,876 ) 16.31 Options exercised ( 141,318 ) 6.14 Balance, September 30, 2021 1,547,029 18.35 |
Fair Value Option, Disclosures [Table Text Block] | Fair value assumptions Options: September 30, 2021 Risk free interest rate 0.10 0.41% Expected term (years) 1.5 5.25 Expected volatility 140% 239% Expected dividends 0% As of September 30, 2021, the Company expects to recognize $16,434,789 of stock-based compensation for the non-vested outstanding options over a weighted-average period of 2.47 years. Option activity for the year ended September 30, 2020 During the year ended September 30, 2020, the Company issued 233,233 $4.50 $8.50 $716,740 The Black-Scholes model utilized the following inputs to value the options granted during year ended September 30, 2020: Fair value assumptions Options: September 30, 2020 Risk free interest rate 0.85 1.73% Expected term (years) 3 5 Expected volatility 124% 209% Expected dividends 0% RESTRICTED STOCK UNITS The Company grants RSUs that contain either a) service conditions, or b) performance conditions, or c) market performance conditions. RSUs containing service conditions vest monthly or annually. RSUs containing performance conditions generally vest over 1 year, and the number of shares earned depends on the achievement of predetermined Company metrics. When the criteria for vesting is met, the Company recognizes the expense equal to the total fair value of the common stock price on the grant date. All of the RSUs issued prior to September 30, 2021 were either vested or forfeited and cancelled. The following table summarizes the performance-based restricted stock units at the maximum award amounts based upon the respective performance share agreements. Actual shares that will vest depend on the attainment of the performance-based criteria. |
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Summary | Number of Shares Weighted Average Grant- Date Fair Value Per Share Aggregate Intrinsic Value Outstanding at September 30, 2020 — — — Granted 579,302 $ 10.53 $ 1,669,711 Vested ( 558,475 ) $ 10.03 $ 1,651,231 Forfeited ( 9,832 ) $ 17.98 $ 18,480 Outstanding at September 30, 2021 10,995 $ 27.73 — |
15. COMMITMENTS AND CONTINGEN_2
15. COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
14. COMMITMENTS AND CONTINGENCIES | 2022 2023 2024 2025 2026 Thereafter Total Recorded contractual obligations: Operating lease obligations $316,908 $ 324,948 $ 333,234 $ 341,767 $ 299,039 $ 50,659 $ 1,666,555 Finance Lease obligations 449,431 321,887 142,428 12,320 1,853 — 927,919 Miner equipment 58,930,880 58,930,880 Infrastructure assets 1,936,000 1,936,000 Total $61,633,219 $646,835 $475,662 $354,087 $300,892 $50,659 $63,461,354 |
16. MAJOR CUSTOMERS AND VENDO_2
16. MAJOR CUSTOMERS AND VENDORS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
16. MAJOR CUSTOMERS AND VENDORS - Digital currency mining segment major customers | September 30, 2021 Mining Pool Operator A 55.72% Mining Pool Operator B 44.28% |
16. MAJOR CUSTOMERS AND VENDORS - Digital currency mining segment major suppliers | September 30, 2021 Vendor A 49.9% Vendor B 37.4% Vendor C 2.8% |
16. MAJOR CUSTOMERS AND VENDORS - Energy segment major customers | September 30, 2021 September 30, 2020 Customer A 48.88% 58.31% Customer B 12.36% 0% Customer C 0% 11.56% |
16. MAJOR CUSTOMERS AND VENDORS - Energy segment major suppliers | September 30, 2021 September 30, 2020 Vendor A 32.2% 85.55% Vendor B 23.4% 0% |
17. SEGMENT REPORTING (Tables)
17. SEGMENT REPORTING (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
17. SEGMENT REPORTING - Segment Information | 17. SEGMENT REPORTING - Segment Information September 30, 2021 September 30, 2020 Revenue Energy $ 9,002,636 $ 9,018,023 Digital Currency Mining 38,846,633 — Total segment revenues 47,849,269 9,018,023 Other revenue and eliminations 1,588,846 1,010,678 Consolidated Revenues 49,438,115 10,028,701 Profit Energy (8,111,138 ) (13,554,515) Digital Currency Mining 23,198,270 — Total segment profit/(loss) 15,087,132 (13,554,515) Corporate items and eliminations (including depreciation and amortization) (36,899,142 ) (9,791,628) Net loss $ (21,812,010 ) $ (23,346,143) For details on major customers of Digital currency and Energy segment, see Note 16. A summary of segment assets is as follows: September 30, 2021 September 30, 2020 Digital Currency Mining $ 270,995,942 $ — Energy $ 17,507,314 $ 13,621,190 Other and Corporate assets $ 28,969,865 $ 8,718,873 Total $ 317,473,121 $ 22,340,063 The Company has its geographic operations only in United States. Total additions in long-lived assets during the years ended September 30, 2021 and 2020: September 30,2021 September 30,2020 Digital Currency Energy Corporate Digital Currency Energy Corporate Property Plant and Equipment $ 144,743,498 $ 212,178 $ 972 $ — $ 28,937 $ 18,108 Intangibles 9,881,838 190,000 — — 1,381,633 833,000 Capitalized software — — — — 84,924 — Total $ 154,625,336 $ 402,178 $ 972 $ — $ 1,495,494 $ 851,108 |
1. ORGANIZATION AND LINE OF B_2
1. ORGANIZATION AND LINE OF BUSINESS (Details Narrative) | 12 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity Incorporation, Date of Incorporation | Oct. 15, 1987 |
2. SUMMARY OF SIGNIFICANT ACCO
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents, excluding restricted cash | $ 14,571,198 | $ 3,126,202 | |
Restricted cash – construction escrow account | 3,469,129 | ||
Cash and cash equivalents per consolidated Balance Sheet | $ 18,040,327 | $ 3,126,202 | $ 7,838,857 |
2. SUMMARY OF SIGNIFICANT ACC_4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Accounts Receivable, gross | $ 2,891,784 | $ 902,146 |
Other receivables | 421,681 | |
Retainage receivable | 615 | |
Provision for doubtful allowances | (693,508) | (42,970) |
Total Accounts Receivable, net | $ 2,619,957 | $ 859,791 |
2. SUMMARY OF SIGNIFICANT ACC_5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Inventories Current (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Batteries and solar panels | $ 1,819,398 | |
Supplies and other | 853,346 | 247,500 |
Total inventory | $ 2,672,744 | $ 247,500 |
2. SUMMARY OF SIGNIFICANT ACC_6
2. SUMMARY OF SIGNIFICANT ACCOUNTING ACCOUNTING POLICIES - Useful Life of Property and Equipment (Details) | 12 Months Ended |
Sep. 30, 2021 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Mining Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Mining Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
2. SUMMARY OF SIGNIFICANT ACC_7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Wise Goodwill Activity (Details) (Details) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2019 | |
Goodwill | $ 19,049,198 | $ 5,903,641 | $ 31,797,564 | $ 32,034,559 | |
Goodwill, Impairment Loss | 5,723,388 | ||||
Digital [Member] | |||||
Goodwill | 12,048,419 | ||||
Goodwill, Acquired During Period | 12,048,419 | ||||
Goodwill, Impairment Loss | |||||
Energy [Member] | |||||
Goodwill | 7,000,779 | 4,926,253 | 4,919,858 | ||
Goodwill, Acquired During Period | 6,820,526 | 6,395 | |||
Goodwill, Impairment Loss | 4,746,000 | ||||
Others [Member] | |||||
Goodwill | 977,388 | ||||
Goodwill, Acquired During Period | 977,388 | ||||
Goodwill, Impairment Loss | 977,388 | ||||
Total [Member] | |||||
Goodwill | 19,049,198 | 5,903,641 | $ 4,919,858 | ||
Goodwill, Acquired During Period | 18,868,945 | 983,783 | |||
Goodwill, Impairment Loss | $ 5,723,388 |
2. SUMMARY OF SIGNIFICANT ACC_8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Life (Details) | 12 Months Ended |
Sep. 30, 2021 | |
Patents [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 13 years |
Patents [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 20 years |
Websites [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Customer List And Non Compete [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Customer List And Non Compete [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 4 years |
Design Assets [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Trademarks [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 14 years |
Engineering Trade Secrets [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Engineering Trade Secrets [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 4 years |
Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Strategic Contract [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Infrasctructure Asset [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Capitalized Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
2. SUMMARY OF SIGNIFICANT ACC_9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Activities of Digital Currencies (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounting Policies [Abstract] | |||
Other Assets, Fair Value Disclosure | $ 23,603,210 | ||
Additions to Other Assets, Amount | 38,846,633 | ||
Proceeds from Sale of Other Assets | 11,443,132 | ||
[custom:RealizedGainOnSaleOfDigitalCurrencies] | 3,104,378 | ||
[custom:DigitalCurrencyIssuedForServices1] | 296,593 | ||
Impairment of Ongoing Project | $ 6,608,076 |
2. SUMMARY OF SIGNIFICANT AC_10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Net Investment Income [Line Items] | ||
Derivative Asset | $ 4,905,656 | $ 2,115,269 |
Equity Securities, FV-NI, Current | 260,772 | 460,000 |
Amount [Member] | ||
Net Investment Income [Line Items] | ||
Derivative Asset | 4,905,656 | 2,115,269 |
Equity Securities, FV-NI, Current | 10,772 | 210,000 |
Debt Securities | 494,608 | 500,000 |
Business Combination, Contingent Consideration, Asset | 820,802 | 750,000 |
Financial Instruments, Owned, Principal Investments, at Fair Value | 6,231,838 | 3,575,269 |
Level 1 | ||
Net Investment Income [Line Items] | ||
Derivative Asset | ||
Equity Securities, FV-NI, Current | 10,772 | 210,000 |
Debt Securities | ||
Business Combination, Contingent Consideration, Asset | ||
Financial Instruments, Owned, Principal Investments, at Fair Value | 10,772 | 210,000 |
Level 2 | ||
Net Investment Income [Line Items] | ||
Derivative Asset | ||
Equity Securities, FV-NI, Current | ||
Debt Securities | ||
Business Combination, Contingent Consideration, Asset | ||
Financial Instruments, Owned, Principal Investments, at Fair Value | ||
Level 3 | ||
Net Investment Income [Line Items] | ||
Derivative Asset | 4,905,656 | 2,115,269 |
Equity Securities, FV-NI, Current | ||
Debt Securities | 494,608 | 500,000 |
Business Combination, Contingent Consideration, Asset | 820,802 | 750,000 |
Financial Instruments, Owned, Principal Investments, at Fair Value | $ 6,221,066 | $ 3,365,269 |
2. SUMMARY OF SIGNIFICANT AC_11
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Product Information [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ 16,677,127 | $ (7,400,040) | $ 21,812,010 | $ 23,346,143 |
Banking Regulation, Total Capital, Actual | 47,663,299 | 2,869,329 | ||
Cash | 18,000,000 | |||
[custom:BitcoinValue-0] | 27,500,000 | |||
[custom:DigitalCurrencyMiningRevenues] | 38,846,633 | 0 | ||
Revenues | 49,438,115 | 10,028,701 | ||
Contracts Receivable, Claims and Uncertain Amounts | 0 | |||
Inventory, Work in Process, Gross | 0 | 4,103 | ||
Contract with Customer, Liability | 296,964 | 64,198 | ||
Inventory, Gross | 2,672,744 | 247,500 | ||
FDIC Indemnification Asset, Period Increase (Decrease) | 17,790,327 | 2,876,202 | ||
Standard and Extended Product Warranty Accrual | 0 | |||
Goodwill, Impairment Loss | 5,723,388 | |||
Interest Receivable On Investment In Debt Securities [Member] | ||||
Product Information [Line Items] | ||||
Prepaid Expense and Other Assets | $ 399,863 | $ 187,562 | ||
Outstanding Options Warrants [Member] | ||||
Product Information [Line Items] | ||||
Common Stock, Shares Subscribed but Unissued | 2,173,578 | 1,577,013 | ||
Preferred Stock, Convertible, Shares Issuable | 5,250,000 | |||
Bitcoin [Member] | ||||
Product Information [Line Items] | ||||
FDIC Indemnification Asset, Period Increase (Decrease) | $ 27,554,031 | $ 0 | ||
Residential Battery Solar Commercial Solar [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 3,727,335 | 0 | ||
Switchgear [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 4,448,726 | 7,505,761 | ||
Software [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 1,676,505 | 2,431,419 | ||
Design And Software Development [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 1,676,505 | 2,431,419 | ||
Data Service Centers [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 554,345 | $ 0 |
3. ACQUISITIONS - SWS Considera
3. ACQUISITIONS - SWS Consideration (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 24, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | |||
[custom:ContingentEquityConsiderationFairValue-0] | $ 533,002 | ||
Stock Issued During Period, Value, Acquisitions | $ 15,784,372 | $ 695,000 | |
S W S Earned On Closing [Member] | |||
Business Acquisition [Line Items] | |||
Stock Issued During Period, Value, Acquisitions | 5,490,000 | ||
Solar Watt Solutions [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Transaction Costs | 1,350,000 | ||
Acquisition Costs, Cumulative | 6,687,907 | ||
Solar Watt Solutions [Member] | Restricted Stock Fair Value [Member] | |||
Business Acquisition [Line Items] | |||
Stock Issued During Period, Value, Acquisitions | $ 4,649,905 | ||
Solar Watt Solutions [Member] | Fair Value [Member] | |||
Business Acquisition [Line Items] | |||
Weighted Average Number of Shares, Contingently Issuable | 155,000 | ||
Solar Watt Solutions [Member] | S W S Equity [Member] | |||
Business Acquisition [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions | 310,018 | ||
Solar Watt Solutions [Member] | S W S Earned On Closing [Member] | |||
Business Acquisition [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions | 167,685 |
3. ACQUISITIONS - SWS Purchase
3. ACQUISITIONS - SWS Purchase Price Allocation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 24, 2021 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 31,797,564 | $ 32,034,559 | $ 19,049,198 | $ 5,903,641 | ||
Total assets | 297,488,821 | 292,612,596 | 317,473,121 | 22,340,063 | ||
Contingent consideration - Current | 650,000 | 2,416,667 | 820,802 | 750,000 | ||
Total current liabilities | 11,910,017 | 7,340,445 | 10,063,022 | 5,382,529 | ||
Contingent consideration - Non Current | 2,600,000 | 833,333 | ||||
Total Liabilities | 15,693,207 | 8,892,137 | 11,756,655 | 5,913,698 | ||
Additional paid-in capital | 414,783,896 | 400,032,436 | 444,074,832 | 132,809,830 | ||
Total Stockholders' equity | 281,795,614 | 283,720,459 | 305,716,466 | 16,426,365 | $ 18,885,341 | |
Total Liabilities and Stockholders' equity | 297,488,821 | 292,612,596 | 317,473,121 | 22,340,063 | ||
Change in fair value of contingent consideration | ||||||
Total other income (expense) | (2,058,948) | 9,897,012 | ||||
Net Income/(loss) | (16,677,127) | 7,400,040 | (21,812,010) | $ (23,346,143) | ||
Net Income (loss) attributable to the Company’s common shareholders | (16,677,127) | 7,222,535 | ||||
Change [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | (10,408,798) | (10,408,798) | ||||
Total assets | (10,408,798) | (10,408,798) | ||||
Contingent consideration - Current | (855) | (1,319,751) | ||||
Total current liabilities | (855) | (1,319,751) | ||||
Contingent consideration - Non Current | (2,000,000) | (833,333) | ||||
Total Liabilities | (2,000,855) | (2,153,084) | ||||
Additional paid-in capital | (8,063,798) | (8,063,798) | ||||
Total Stockholders' equity | (8,407,943) | (8,255,714) | ||||
Total Liabilities and Stockholders' equity | (10,408,798) | (10,408,798) | ||||
Change in fair value of contingent consideration | (152,229) | (191,916) | ||||
Total other income (expense) | (152,229) | (191,916) | ||||
Net Income/(loss) | (152,229) | (191,916) | ||||
Net Income (loss) attributable to the Company’s common shareholders | (152,229) | (191,916) | ||||
Restated [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 21,388,766 | 21,625,761 | ||||
Total assets | 287,080,023 | 282,203,798 | ||||
Contingent consideration - Current | 649,145 | 1,096,916 | ||||
Total current liabilities | 11,909,162 | 6,020,694 | ||||
Contingent consideration - Non Current | 600,000 | |||||
Total Liabilities | 13,692,352 | 6,739,053 | ||||
Additional paid-in capital | 406,720,098 | 391,968,638 | ||||
Total Stockholders' equity | 273,387,671 | 275,464,745 | ||||
Total Liabilities and Stockholders' equity | 287,080,023 | 282,203,798 | ||||
Change in fair value of contingent consideration | (152,229) | (191,916) | ||||
Total other income (expense) | (2,211,177) | 9,705,096 | ||||
Net Income/(loss) | (16,829,356) | 7,208,124 | ||||
Net Income (loss) attributable to the Company’s common shareholders | $ (16,829,356) | $ 7,030,619 | ||||
Solar Watt Solutions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Customer Lists, Gross | $ 5,122,733 | |||||
Goodwill | 1,642,409 | |||||
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Other than at Fair Value, Net | 77,235 | |||||
Acquisition Costs, Cumulative | 6,687,907 | |||||
Net Income/(loss) | $ 811,727 | |||||
Solar Watt Solutions [Member] | Adjustments To Fair Value [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Customer Lists, Gross | 4,932,733 | |||||
Acquisition Costs, Cumulative | ||||||
Solar Watt Solutions [Member] | Final Allocation [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Customer Lists, Gross | 190,000 | |||||
Goodwill | 6,820,535 | |||||
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Other than at Fair Value, Net | 322,628 | |||||
Acquisition Costs, Cumulative | 6,687,907 | |||||
Solar Watt Solutions [Member] | Fair Value [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 5,178,126 | |||||
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Other than at Fair Value, Net | $ 245,393 |
3. ACQUISITIONS - ATL Considera
3. ACQUISITIONS - ATL Consideration (Details) - USD ($) | Dec. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | |||
Stock Issued During Period, Value, Acquisitions | $ 15,784,372 | $ 695,000 | |
A T L Data Centers [Member] | Preliminary Allocation [Member] | |||
Business Acquisition [Line Items] | |||
Stock Issued During Period, Value, Acquisitions | $ 8,407,826 | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | 12,775,525 | ||
Acquisition Costs, Cumulative | 21,183,351 | ||
A T L Data Centers [Member] | Adjustments To Fair Value [Member] | |||
Business Acquisition [Line Items] | |||
Stock Issued During Period, Value, Acquisitions | |||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | |||
Acquisition Costs, Cumulative | |||
A T L Data Centers [Member] | Final Allocation [Member] | |||
Business Acquisition [Line Items] | |||
Stock Issued During Period, Value, Acquisitions | 8,407,826 | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | 12,775,525 | ||
Acquisition Costs, Cumulative | $ 21,183,351 | ||
A T L Data Centers [Member] | Earned On Closing [Member] | |||
Business Acquisition [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions | 642,309 | ||
A T L Data Centers [Member] | Escrow [Member] | |||
Business Acquisition [Line Items] | |||
Weighted Average Number of Shares, Contingently Issuable | 975,976 |
3. ACQUISITIONS - ATL Purchase
3. ACQUISITIONS - ATL Purchase Price Allocation (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 09, 2020 | Sep. 30, 2020 |
Business Acquisition [Line Items] | |||||
Contractual Obligation | $ 63,461,354 | $ 7,457,970 | |||
Goodwill | $ 19,049,198 | $ 31,797,564 | $ 32,034,559 | $ 5,903,641 | |
A T L Data Centers [Member] | Preliminary Allocation [Member] | |||||
Business Acquisition [Line Items] | |||||
Contractual Obligation | 7,457,970 | ||||
Goodwill | 14,205,245 | ||||
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Other than at Fair Value, Net | 479,864 | ||||
Acquisition Costs, Cumulative | 21,183,351 | ||||
A T L Data Centers [Member] | Adjustments To Fair Value [Member] | |||||
Business Acquisition [Line Items] | |||||
Contractual Obligation | 2,342,000 | ||||
Goodwill | 1,264,167 | ||||
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Other than at Fair Value, Net | 1,077,833 | ||||
Acquisition Costs, Cumulative | |||||
A T L Data Centers [Member] | Final Allocation [Member] | |||||
Business Acquisition [Line Items] | |||||
Contractual Obligation | 9,799,970 | ||||
Goodwill | 12,941,078 | ||||
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Other than at Fair Value, Net | 1,557,697 | ||||
Acquisition Costs, Cumulative | $ 21,183,351 |
3. ACQUISITIONS - P2K Considera
3. ACQUISITIONS - P2K Consideration (Details) - USD ($) | Dec. 09, 2020 | Jan. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 31, 2020 | Jan. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Value, Acquisitions | $ 15,784,372 | $ 695,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,579,336 | |||||
P 2 K Labs [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Transaction Costs | $ 1,039,500 | |||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 26,950 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 88,935 | $ 88,935 | ||||
Acquisition Costs, Cumulative | $ 1,688,935 | 1,688,935 | ||||
P 2 K Labs [Member] | Final Allocation [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 95,699 | |||||
Stock Issued During Period, Value, Acquisitions | $ 445,000 | |||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 26,950 | |||||
Third Party Two [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Transaction Costs | $ 400,000 | $ 1,155,000 |
3. ACQUISITIONS - P2K Purchase
3. ACQUISITIONS - P2K Purchase Price Allocation (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 19,049,198 | $ 5,903,641 | $ 31,797,564 | $ 32,034,559 | |||
Stock Issued During Period, Value, Acquisitions | $ 15,784,372 | $ 695,000 | |||||
Third Party Two [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 400,000 | $ 1,155,000 | |||||
P 2 K Labs [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-Lived Customer Lists, Gross | 710,000 | ||||||
Other Assets | 123,000 | ||||||
Goodwill | 977,388 | ||||||
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Other than at Fair Value, Net | 121,453 | ||||||
Acquisition Costs, Cumulative | $ 1,688,935 | $ 1,688,935 | |||||
Business Acquisition, Transaction Costs | $ 1,039,500 | ||||||
Closed Block, Description | Seller may sell an amount of Shares equal to ten percent (10%) of the daily dollar trading volume of the Company’s common stock on its principal market for the prior 30 days (the “Leak-Out Terms”); | ||||||
Grid Fabric [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-Lived Customer Lists, Gross | 60,000 | ||||||
Goodwill | 26,395 | ||||||
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Other than at Fair Value, Net | 3,605 | ||||||
Acquisition Costs, Cumulative | 1,400,000 | ||||||
Business Acquisition, Transaction Costs | $ 360,000 | ||||||
Grid Fabric [Member] | Milestone Holdback [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted Average Number of Shares, Contingently Issuable | 750,000 | ||||||
Grid Fabric [Member] | Restricted Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock Issued During Period, Shares, Acquisitions | 26,427 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 250,000 | ||||||
Closed Block, Description | the Seller may sell an amount of shares equal to no more than ten percent (10%) of the daily dollar trading volume of the Company’s common stock on its principal market for the prior 30 days (the “Leak-Out Terms”); and | ||||||
Grid Fabric [Member] | Third Party Two [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 400,000 |
3. ACQUISITIONS - GridFabric Co
3. ACQUISITIONS - GridFabric Consideration (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Stock Issued During Period, Value, Acquisitions | $ 15,784,372 | $ 695,000 | ||
Grid Fabric [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Transaction Costs | $ 360,000 | |||
Acquisition Costs, Cumulative | $ 1,400,000 | |||
Grid Fabric [Member] | Milestone Holdback [Member] | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Number of Shares, Contingently Issuable | 750,000 | |||
Grid Fabric [Member] | Restricted Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock Issued During Period, Shares, Acquisitions | 26,427 | |||
Stock Issued During Period, Value, Acquisitions | $ 250,000 | |||
Third Party Two [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Transaction Costs | 400,000 | $ 1,155,000 | ||
Third Party Two [Member] | Grid Fabric [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Transaction Costs | $ 400,000 |
3. ACQUISITIONS - GridFabric Pu
3. ACQUISITIONS - GridFabric Purchase Price Allocation (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Aug. 31, 2020 |
Business Acquisition [Line Items] | |||||
Capitalized Computer Software, Net | $ 503,685 | $ 976,203 | |||
Goodwill | $ 19,049,198 | $ 31,797,564 | $ 32,034,559 | $ 5,903,641 | |
Grid Fabric [Member] | |||||
Business Acquisition [Line Items] | |||||
Capitalized Computer Software, Net | $ 1,120,000 | ||||
Finite-Lived Customer Lists, Gross | 60,000 | ||||
Finite-Lived Noncompete Agreements, Gross | 190,000 | ||||
Goodwill | 26,395 | ||||
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Other than at Fair Value, Net | 3,605 | ||||
Acquisition Costs, Cumulative | $ 1,400,000 |
3. ACQUISITIONS - Unaudited Pro
3. ACQUISITIONS - Unaudited Pro Forma Information Assuming Acquisitions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 49,438,115 | $ 10,028,701 | ||
Net loss | $ (16,677,127) | $ 7,400,040 | $ (21,812,010) | $ (23,346,143) |
Net profit / (loss) per common share – basic and diluted | $ (0.75) | $ (2.44) | ||
Weighted average common shares outstanding – basic and diluted | 29,441,364 | 9,550,626 | ||
Pro Forma Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Net sales | $ 35,581,937 | $ 25,627,704 | ||
Net loss | $ 12,848,264 | $ (47,333,110) | ||
Net profit / (loss) per common share – basic and diluted | $ 0.43 | $ (4.04) | ||
Weighted average common shares outstanding – basic and diluted | 29,939,290 | 11,701,937 |
3. ACQUISITIONS (Details Narrat
3. ACQUISITIONS (Details Narrative) - USD ($) | Dec. 09, 2020 | Oct. 04, 2019 | Feb. 24, 2021 | Jan. 31, 2021 | Aug. 31, 2020 | Jan. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 31, 2021 |
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 15,784,372 | $ 695,000 | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 650,000 | $ 2,416,667 | $ 650,000 | 820,802 | 750,000 | |||||||
Revenues | 49,438,115 | 10,028,701 | ||||||||||
Net loss | (16,677,127) | 7,400,040 | $ (21,812,010) | (23,346,143) | ||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 750,000 | 57,045 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 5,923,931 | $ 140,600 | ||||||||||
Common Stock, Shares, Issued | 37,395,945 | 17,390,979 | ||||||||||
Common Stock, Value, Issued | $ 37,394 | $ 17,391 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,579,336 | |||||||||||
Other Income | 544,778 | $ 20,000 | ||||||||||
Cash 1 [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 320,000 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 550,000 | |||||||||||
Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 1,100,000 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 1,900,000 | |||||||||||
S W S Earned On Closing [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 5,490,000 | |||||||||||
S W S Escrow [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 310,018 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 10,150,000 | |||||||||||
Restricted Stock [Member] | Third Party | P 2 K Labs [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted Average Number of Shares, Contingently Issuable | 64,516 | |||||||||||
Solar Watt Solutions [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Closed Block, Description | all such shares subject to a lock up of no less than 180 days and a leak out of no more than 10% of average daily trading value of the prior 30 days for a period of 36 months following the closing, and (ii) up to $3,850,000 in cash to the Sellers, minus the Sellers’ debt, minus the difference between the Actual Amount and Expected Amount consisting of: (A) $1,350,000 (no changes post acquisition date) in cash payable on a pro rata basis to Sellers at closing, less payment of $500,000 (no changes post acquisition date) to settle Sellers’ debt at closing, which includes (I) $200,000 (no changes post acquisition date) in cash was held back by the Company to satisfy potential damages from indemnification claims and any amounts owed pursuant to post-closing adjustments, (II) an additional $100,000 (no changes post acquisition date) in cash was held back by the Company to satisfy any amounts owed pursuant to post-closing adjustments, and (B) up to $2,500,000 (fair valued at $155,000 at acquisition date) in cash held back by the Company and only payable pro rata to Sellers upon meeting certain future milestones and subject to satisfaction of any amounts owing rom SWS to the Company resulting from damages required to be indemnified under the SWS Merger Agreement. | |||||||||||
Asset Acquisition, Contingent Consideration, Liability | $ 320,802 | |||||||||||
Long-term Purchase Commitment, Milestones | The Company also estimated that based upon the milestones, only 19,221 contingent shares will be earned out of the 310,018 total contingent shares, and as a result, the Company adjusted the contingent stock consideration to $533,002. The Company assessed the materiality of these adjustments and determined that these were not material to previously issued financial statements for the quarters ended March 31, 2021 and June 30, 2021. | |||||||||||
Financial Guarantee Insurance Contracts, Premium Received over Contract Period, Premium Receivable, Weighted Average Risk Free Discount Rate | 14.00% | |||||||||||
Revenues | $ 3,806,007 | |||||||||||
Net loss | $ 811,727 | |||||||||||
Acquisition Costs, Cumulative | $ 6,687,907 | |||||||||||
Business Acquisition, Transaction Costs | 1,350,000 | |||||||||||
Solar Watt Solutions [Member] | Cash 1 [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Asset Acquisition, Contingent Consideration, Liability | $ 2,500,000 | |||||||||||
Solar Watt Solutions [Member] | S W S Earned On Closing [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 167,685 | |||||||||||
Solar Watt Solutions [Member] | Restricted Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 477,703 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 15,640,000 | |||||||||||
Solar Watt Solutions Adjusted [Member] | Cash Adjusted [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ 155,000 | |||||||||||
A T L Data Centers [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Closed Block, Description | with all such shares subject to a lock up of no less than 180 days and a leak out of no more than 10% of the average daily trading value of the prior 30 days. | |||||||||||
Financial Guarantee Insurance Contracts, Premium Received over Contract Period, Premium Receivable, Weighted Average Risk Free Discount Rate | 6.40% | |||||||||||
Revenues | $ 30,234,683 | |||||||||||
Net loss | 14,449,160 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 892,659 | |||||||||||
Noncash or Part Noncash Acquisition, Debt Assumed | $ 6,900,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment | $ 5,670,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 5,475,000 | |||||||||||
Capitalized Contract Cost, Amortization Period | 5 years | |||||||||||
A T L Data Centers [Member] | Earned On Closing [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 642,309 | |||||||||||
A T L Data Centers [Member] | Escrow [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted Average Number of Shares, Contingently Issuable | 975,976 | |||||||||||
A T L Data Centers [Member] | Released To Selling Members [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 515,724 | |||||||||||
A T L Data Centers [Member] | Returned To Company [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 68,194 | |||||||||||
A T L Data Centers [Member] | Remaining Escrow [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted Average Number of Shares, Contingently Issuable | 392,058 | |||||||||||
A T L Data Centers [Member] | Holdback Shares [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted Average Number of Shares, Contingently Issuable | 72,989 | |||||||||||
A T L Data Centers [Member] | Milestone Holdback [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted Average Number of Shares, Contingently Issuable | 319,069 | |||||||||||
A T L Data Centers [Member] | Broker [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 41,708 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 545,916 | |||||||||||
A T L Data Centers [Member] | Restricted Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 1,618,285 | |||||||||||
P 2 K Labs [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Closed Block, Description | Seller may sell an amount of Shares equal to ten percent (10%) of the daily dollar trading volume of the Company’s common stock on its principal market for the prior 30 days (the “Leak-Out Terms”); | |||||||||||
Revenues | $ 1,241,641 | |||||||||||
Net loss | $ 1,201,753 | |||||||||||
Acquisition Costs, Cumulative | $ 1,688,935 | $ 1,688,935 | ||||||||||
Business Acquisition, Transaction Costs | $ 1,039,500 | |||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 26,950 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 88,935 | $ 88,935 | ||||||||||
P 2 K Labs [Member] | Third Party | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition, Transaction Costs | 115,500 | |||||||||||
Common Stock, Value, Issued | $ 300,000 | |||||||||||
Shares Issued, Price Per Share | $ 4.65 | |||||||||||
P 2 K Labs [Member] | Released To Selling Members [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 56,444 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 8,072 | |||||||||||
P 2 K Labs [Member] | Restricted Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Common Stock, Shares, Issued | 31,183 | |||||||||||
Common Stock, Value, Issued | $ 145,000 | |||||||||||
Grid Fabric [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenues | $ 299,606 | |||||||||||
Net loss | $ 794,805 | |||||||||||
Acquisition Costs, Cumulative | $ 1,400,000 | |||||||||||
Business Acquisition, Transaction Costs | $ 360,000 | |||||||||||
Grid Fabric [Member] | Milestone Holdback [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted Average Number of Shares, Contingently Issuable | 750,000 | |||||||||||
Grid Fabric [Member] | Reassessed Contingent Consideration [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted Average Number of Shares, Contingently Issuable | 500,000 | |||||||||||
Grid Fabric [Member] | Change In Fair Value Consideration [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Other Income | $ 250,000 | |||||||||||
Grid Fabric [Member] | Restricted Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 26,427 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 250,000 | |||||||||||
Closed Block, Description | the Seller may sell an amount of shares equal to no more than ten percent (10%) of the daily dollar trading volume of the Company’s common stock on its principal market for the prior 30 days (the “Leak-Out Terms”); and |
4. INVESTMENTS - Reconciliation
4. INVESTMENTS - Reconciliation of carrying value of all investments (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Investment Holdings [Line Items] | |||
Investment Owned, at Fair Value | $ 494,608 | $ 500,000 | |
Unrealized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | (5,153) | 116,868 | |
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | 179,046 | ||
I L A L Debt Securities [Member] | |||
Investment Holdings [Line Items] | |||
Investment Owned, at Fair Value | 494,608 | 500,000 | |
Payments to Acquire Equity Method Investments | 500,000 | ||
Unrealized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | 5,392 | ||
Gain (Loss) on Sale of Investments | |||
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | |||
Net Realized and Unrealized Gain (Loss) on Trading Securities | |||
I L A L Derivative Asset [Member] | |||
Investment Holdings [Line Items] | |||
Investment Owned, at Fair Value | 4,905,656 | 2,115,269 | |
Payments to Acquire Equity Method Investments | |||
Unrealized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | 2,115,269 | ||
Gain (Loss) on Sale of Investments | |||
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | |||
Net Realized and Unrealized Gain (Loss) on Trading Securities | 2,790,387 | ||
I L A L Equity Securities [Member] | |||
Investment Holdings [Line Items] | |||
Investment Owned, at Fair Value | 10,772 | 210,000 | |
Payments to Acquire Equity Method Investments | 93,132 | ||
Unrealized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | 116,868 | ||
Gain (Loss) on Sale of Investments | 373,121 | ||
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | 179,046 | ||
Net Realized and Unrealized Gain (Loss) on Trading Securities | 5,153 | ||
Law Clerk Equity Securities [Member] | |||
Investment Holdings [Line Items] | |||
Investment Owned, at Fair Value | 250,000 | 250,000 | |
Payments to Acquire Equity Method Investments | 250,000 | ||
Unrealized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | |||
Gain (Loss) on Sale of Investments | |||
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | |||
Net Realized and Unrealized Gain (Loss) on Trading Securities |
4. INVESTMENTS (Details Narrati
4. INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 05, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Investment Holdings [Line Items] | ||||
Investments | $ 5,661,036 | $ 3,075,269 | ||
Investment Owned, at Fair Value | 494,608 | 500,000 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 5,392 | |||
Derivative Asset | $ 4,905,656 | 2,115,269 | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Impact of Changes in Fair Value of Shares on Number of Shares | 15,389 | |||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Impact of Changes in Fair Value of Shares on Amount | $ 5,153 | |||
Equity Securities, FV-NI, Current | $ 260,772 | 460,000 | ||
Commitment Shares | ||||
Investment Holdings [Line Items] | ||||
Additional Paid in Capital, Common Stock | $ 350,000 | |||
Sale of Stock, Number of Shares Issued in Transaction | 334,611 | |||
Gain (Loss) on Sale of Equity Investments | $ 179,046 | |||
Interest Receivable On Investment In Debt Securities [Member] | ||||
Investment Holdings [Line Items] | ||||
Prepaid Expense and Other Assets | 399,863 | 187,562 | ||
International Land Alliance | ||||
Investment Holdings [Line Items] | ||||
Investment Owned, Balance, Shares | 1,000 | |||
Investment Owned, Face Amount | $ 500,000 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | The Series B Preferred Stock accrue cumulative in-kind accruals at a rate of 12% per annum and were redeemable on August 6, 2020. The Preferred Stock can be converted into common stock at a variable rate (refer the discussion on embedded derivative assets below). This variable conversion ratio will increase by 10% with the occurrence of certain events. Since the investments were not redeemed on August 6, 2020, they are now redeemable at the Company`s option in cash or into common stock, based on the conversion ratio. The Preferred Stock is recorded as an AFS debt security and is reported at its estimated fair value as of September 30, 2021. Any change in the fair values of AFS debt securities are reported net of income tax as an element of Other Comprehensive income. | |||
Amount [Member] | ||||
Investment Holdings [Line Items] | ||||
Derivative Asset | 4,905,656 | 2,115,269 | ||
Equity Securities, FV-NI, Current | 10,772 | 210,000 | ||
Law Clerk Equity Securities [Member] | ||||
Investment Holdings [Line Items] | ||||
Investment Owned, at Fair Value | $ 250,000 | 250,000 | ||
Payments to Acquire Equity Method Investments | 250,000 | |||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 200,000 | |||
Other than Temporary Impairment Losses, Investments | $ 0 |
5. INTANGIBLE ASSETS - Schedul
5. INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 12,781,045 | |
Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents | 74,112 | $ 74,112 |
Websites | 8,115 | 8,115 |
Customer list and non-compete agreement | 6,892,024 | 6,702,024 |
Design assets | 123,000 | 123,000 |
Trademarks | 5,928 | 5,928 |
Engineering trade secrets | 4,370,269 | 4,370,269 |
Software | 870,000 | 1,120,000 |
Strategic Contract | 9,799,970 | |
Infrastructure asset | 81,868 | |
mPulse software | 741,846 | 741,846 |
Total | 22,967,132 | 13,582,429 |
mVSO software | 437,135 | |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents | 28,329 | 24,471 |
Websites | 8,115 | 8,115 |
Customer list and non-compete agreement | 4,940,456 | 2,923,592 |
Design assets | 123,000 | 41,000 |
Trademarks | 2,236 | 1,805 |
Engineering trade secrets | 2,943,173 | 2,331,858 |
Software | 325,519 | 22,951 |
Strategic Contract | 1,577,098 | |
Infrastructure asset | ||
mPulse software | 238,161 | 69,965 |
Total | 10,186,087 | 5,556,570 |
mVSO software | 132,813 | |
Total [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents | 45,783 | 49,641 |
Websites | ||
Customer list and non-compete agreement | 1,951,568 | 3,778,432 |
Design assets | 82,000 | |
Trademarks | 3,692 | 4,123 |
Engineering trade secrets | 1,427,096 | 2,038,411 |
Software | 544,481 | 1,097,049 |
Strategic Contract | 8,222,872 | |
Infrastructure asset | 81,868 | |
mPulse software | 503,685 | 671,881 |
Total | $ 12,781,045 | 8,025,859 |
mVSO software | $ 304,322 |
5. INTANGIBLE ASSETS - Amortiza
5. INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) | 12 Months Ended | |||||||
Sep. 30, 2027 | Sep. 30, 2026 | Sep. 30, 2025 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Amortization of Intangible Assets | $ 556,488 | $ 398,644 | $ 1,975,742 | $ 2,471,413 | $ 2,884,225 | $ 4,494,533 | $ 4,848,179 | $ 2,767,345 |
In | $ 12,781,045 |
6. IMPAIRMENT - Summary of Impa
6. IMPAIRMENT - Summary of Impairment Loss (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of Ongoing Project | $ 6,608,076 | |
[custom:GoodwillImpairmentLosses] | 5,723,388 | |
Capitalized Computer Software, Impairments | 554,322 | |
Impairment of Intangible Assets, Finite-lived | $ 12,885,786 |
5. INTANGIBLE ASSETS (Details N
5. INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Sep. 30, 2027 | Sep. 30, 2026 | Sep. 30, 2025 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 09, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization of Intangible Assets | $ 556,488 | $ 398,644 | $ 1,975,742 | $ 2,471,413 | $ 2,884,225 | $ 4,494,533 | $ 4,848,179 | $ 2,767,345 | |
Capitalized Computer Software, Impairments | 554,322 | ||||||||
Contractual Obligation | 63,461,354 | $ 7,457,970 | |||||||
[custom:StategicContractAdjustment] | 2,342,000 | ||||||||
Intangible Assets [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Contractual Obligation | 9,799,970 | ||||||||
Strategic Contract [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization of Intangible Assets | $ 1,577,098 |
7. PROPERTY AND EQUIPMENT, NET
7. PROPERTY AND EQUIPMENT, NET - Schedule of Property Pant and Equipment (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Property, Plant and Equipment [Abstract] | ||
Mining equipment | $ 123,147,843 | |
Land and building | 11,048,299 | |
Machinery and equipment | 376,163 | 193,042 |
Leasehold improvements | 72,577 | 17,965 |
Furniture and fixtures | 107,660 | 82,547 |
Construction in progress | 10,498,311 | |
Total | 145,250,853 | 293,554 |
Less: accumulated depreciation | (7,657,982) | (175,560) |
Property and equipment, net | $ 137,592,871 | $ 117,994 |
7. PROPERTY AND EQUIPMENT (Deta
7. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 19, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 7,396,189 | $ 68,904 | |
Disposal Group, Including Discontinued Operation, Assets | 48,898 | ||
[custom:GainLossOnDispositionOfAssets2] | 5,218 | ||
Payments to Acquire Productive Assets | $ 4,400,000 | ||
Payments to Acquire Land Held-for-use | 6,550,000 | ||
Other Commitment | 144,040,000 | ||
Repayments of Long-term Capital Lease Obligations | 85,110,000 | ||
Purchase Commitment, Remaining Minimum Amount Committed | 58,930,000 | ||
Deposits Assets | 87,959,910 | ||
Mining Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Payments to Acquire Oil and Gas Property and Equipment | 123,150,000 | ||
Deposits Assets | 87,900,000 | ||
Miners [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Payments to Acquire Oil and Gas Property and Equipment | $ 120,400,000 |
8. LOANS - Long Term (Details)
8. LOANS - Long Term (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Disclosure [Abstract] | ||
Promissory notes | $ 531,169 | |
Total | $ 531,169 |
8. LOANS (Details Narrative)
8. LOANS (Details Narrative) - USD ($) | May 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Instrument [Line Items] | |||
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | $ 531,169 | ||
PPP Loan | |||
Debt Instrument [Line Items] | |||
Proceeds from Loans | $ 531,169 |
9. LEASES - Lease costs (Detail
9. LEASES - Lease costs (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating lease cost (1) | $ 340,440 | $ 117,223 |
Finance lease cost: | ||
Amortization of right-of-use assets | 303,292 | |
Interest on lease obligations | $ 42,992 |
9. LEASES - Other Lease Informa
9. LEASES - Other Lease Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 319,061 | $ 43,986 |
Financing cash flows from finance leases | $ 288,602 |
9. LEASES - Weighted-average Re
9. LEASES - Weighted-average Remaining Lease Terms (Details) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
[custom:OperatingLeaseWeightedAverageRemainingLeaseTerm] | 5 years | 4 months 24 days |
Finance Lease, Weighted Average Remaining Lease Term | 3 years 2 months 12 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.50% | 10.00% |
Finance Lease, Weighted Average Discount Rate, Percent | 5.50% |
9. LEASES - Contractual Maturit
9. LEASES - Contractual Maturity of Lease Liability (Details) | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Lessee, Operating Lease, Liability, to be Paid | $ 316,908 |
Finance Lease, Liability, Payment, Due | 449,431 |
Lessee, Operating Lease, Liability, to be Paid, Year Two | 324,948 |
Finance Lease, Liability, to be Paid, Year Two | 321,887 |
Lessee, Operating Lease, Liability, to be Paid, Year Three | 333,234 |
Finance Lease, Liability, to be Paid, Year Three | 142,428 |
Lessee, Operating Lease, Liability, to be Paid, Year Four | 341,767 |
Finance Lease, Liability, to be Paid, Year Four | 12,320 |
Lessee, Operating Lease, Liability, to be Paid, Year Five | 299,039 |
Finance Lease, Liability, to be Paid, Year Five | 1,853 |
Lessee, Operating Lease, Liability, to be Paid, after Year Five | 50,659 |
Finance Lease, Liability, to be Paid, after Year Five | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 1,666,555 |
Finance Lease, Liability, Undiscounted Excess Amount | 927,919 |
Accounts Payable, Interest-bearing, Noncurrent | 175,035 |
Finance Lease, Interest Expense | 55,813 |
Lessee, Operating Lease, Liability, to be Paid, Year One | 1,491,520 |
Finance Lease, Liability, to be Paid, Year One | 872,106 |
Operating Lease [Member] | |
Capital Lease Obligations, Current | 256,195 |
Capital Lease Obligations | 1,235,325 |
Finance Lease [Member] | |
Capital Lease Obligations, Current | 413,798 |
Capital Lease Obligations | $ 458,308 |
9. LEASES (Details Narrative)
9. LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Interest Expense, Lessee, Assets under Capital Lease | $ 42,992 |
10. RELATED PARTY TRANSACTIONS
10. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 12, 2020 | Sep. 28, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Related Party Transaction [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 30.72 | $ 21.78 | $ 21.70 | ||
Zachary Bradford Ownership | |||||
Related Party Transaction [Line Items] | |||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 50.00% | ||||
Blue Chip Accounting | |||||
Related Party Transaction [Line Items] | |||||
Payment for Administrative Fees | $ 183,075 | $ 131,248 | |||
Payments for Rent | $ 18,300 | 14,725 | |||
Bryan Huber | |||||
Related Party Transaction [Line Items] | |||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 90,000 | $ 125,154 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 90,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8 | ||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 2,607,096 | ||||
Warrants and Rights Outstanding, Term | 10 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.05% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 191.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | The warrants vest as follows: 30,000 vested immediately, the balance vest evenly on the last day of each month over forty-two months beginning August 31, 2018. | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 62,857 | ||||
Interest Expense, Related Party | $ 1,158,709 | ||||
Schultz Consulting Agreement | |||||
Related Party Transaction [Line Items] | |||||
Salary and Wage, Excluding Cost of Good and Service Sold | 1,086,200 | ||||
Investor Relations | |||||
Related Party Transaction [Line Items] | |||||
Professional and Contract Services Expense | 49,500 | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 176,000 |
11. STOCKHOLDERS_ EQUITY (Detai
11. STOCKHOLDERS’ EQUITY (Details Narrative) | Oct. 06, 2020USD ($)$ / sharesshares | Feb. 10, 2020shares | Jan. 13, 2020shares | Oct. 04, 2019USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Dec. 10, 2019 | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 17, 2021shares | Jun. 03, 2021USD ($) | Mar. 16, 2021shares | Oct. 26, 2020USD ($) | Oct. 02, 2020shares | Dec. 05, 2019$ / shares | Oct. 03, 2019shares |
Class of Stock [Line Items] | |||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 50,000,000 | 35,000,000 | ||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, shares issued | 37,395,945 | 17,390,979 | |||||||||||||
Common stock, shares outstanding | 37,395,945 | 17,390,979 | |||||||||||||
Preferred stock, shares outstanding | 1,750,000 | 1,750,000 | |||||||||||||
Preferred stock, shares issued | 1,750,000 | 1,750,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1 | ||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 270,656,118 | $ 4,000,000 | |||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 28,381 | ||||||||||||||
Common Stock, Value, Issued | $ | $ 37,394 | $ 17,391 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 750,000 | 57,045 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 141,318 | ||||||||||||||
[custom:AggregateGrossOfferingPrice-0] | $ | $ 500,000,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 45,876 | 10,847 | |||||||||||||
Shares held in escrow as collateral, returned | 15,000 | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | $ 14,050,000 | ||||||||||||||
Stock Issued During Period, Shares, Stock Splits | 793 | ||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ | $ 71,600 | ||||||||||||||
Net Asset Value Per Share | $ / shares | $ 0.02 | ||||||||||||||
Noninterest Expense Directors Fees | $ | $ 15,000 | ||||||||||||||
A T L Data Centers [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 68,194 | ||||||||||||||
Public Equity Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 22 | ||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 187,200,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 9,090,910 | ||||||||||||||
S W S Employee Issuance [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 15,577 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||||||||
Restricted Stock Award, Forfeitures | $ | $ 4,582 | ||||||||||||||
A T M [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 46,400,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,443,379 | ||||||||||||||
Offering Issuance [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares issued | 4,444,445 | ||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 9 | ||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 37,050,000 | ||||||||||||||
Employee Issuance [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 236,000 | ||||||||||||||
Common Stock, Value, Issued | $ | $ 1,900,000 | ||||||||||||||
Employee Issuance Two [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares issued | 327,725 | ||||||||||||||
Common Stock, Value, Issued | $ | $ 815,000,000 | ||||||||||||||
Employee Issuance Three [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common Stock, Value, Issued | $ | $ 3,070,000 | ||||||||||||||
A T L Data Centers [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 1,618,285 | ||||||||||||||
Weighted Average Number of Shares, Contingently Issuable | 809,142 | ||||||||||||||
S W S Acquisition [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 477,703 | ||||||||||||||
Solar Watt Solutions [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Weighted Average Number of Shares, Contingently Issuable | 310,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 976,828 | 122,126 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 631,765 | 50,381 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 389,745 | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | $ (15) | $ 11,331 | |||||||||||||
Stock Issued During Period, Shares, Stock Splits | 793 | ||||||||||||||
Stock Repurchased During Period, Shares | 76,266 | ||||||||||||||
Convertible Debt Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | $ 1,964,313 | ||||||||||||||
Independent Consutlants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common Stock, Value, Issued | $ | $ 54,000 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 22,000 | ||||||||||||||
P 2 K Labs Acquisition [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 95,699 | ||||||||||||||
S P A 1 Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of Stock, Shares Issued | 1,125,000 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.50 | ||||||||||||||
S P A 1 Principal [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 1,250,000 | ||||||||||||||
S P A 1 Interest [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 437,500 | ||||||||||||||
S P A 2 Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of Stock, Shares Issued | 8,241,665 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.50 | ||||||||||||||
S P A 2 Principal [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 10,750,000 | ||||||||||||||
S P A 2 Interest [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 1,612,500 | ||||||||||||||
Registered Direct Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,230,770 | ||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 4,000,000 | ||||||||||||||
Cashless Warrants Exercised [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,913 | ||||||||||||||
Grid Fabric [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 26,427 | ||||||||||||||
Note Payoff | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Repurchased During Period, Shares | 5,000 | ||||||||||||||
Contract Cancellation | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Repurchased During Period, Shares | 25,000 | ||||||||||||||
Series A Preferred | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 2,000,000 | 1,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | ||||||||||||||
Preferred Stock, Participation Rights | Under |
12. STOCK WARRANTS - Schedule o
12. STOCK WARRANTS - Schedule of Warrant Summary (Details) - $ / shares | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 615,554 | 1,299,065 | 1,314,065 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 30.72 | $ 21.78 | $ 21.70 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | 432,721 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 15 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | |||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsCanceledWeightedAverageExercisePrice] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 250,790 | 15,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisedWeightedAverageExercisePrice] | $ 11.77 | $ 8 |
12. STOCK WARRANTS (Details Nar
12. STOCK WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 8 months 15 days | ||
Financial Instruments, Owned, Corporate Equities, at Fair Value | $ 389,243 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 30.72 | $ 21.78 | $ 21.70 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 609,840 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 5,714 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 418,834 | ||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued | 196,720 | ||
$8 Per Share | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 2,500 | ||
$25 per share | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 25 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 103,000 | ||
$35 Per Share | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 35 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 200,000 | ||
$40 Per Share | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 40 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 10,000 | ||
$50 per share | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 50 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 60,000 | ||
$75 per share | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 75 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 38,334 | ||
$100 Per Share | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 100 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 5,000 | ||
Exercise Of Warrants [Member] | |||
Stock Issued During Period, Shares, New Issues | 173,990 | ||
Stock Issued During Period, Value, New Issues | $ 2,883,623 | ||
Exercise Of Warrants [Member] | Minimum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.36 | ||
Exercise Of Warrants [Member] | Maximum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20 | ||
Cashless Exercise One [Member] | |||
Stock Issued During Period, Shares, New Issues | 74,437 | 6,913 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8 | ||
Warrant exercised to purchase shares | 76,800 | 15,000 | |
Cashless Exercise One [Member] | Minimum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.83 | ||
Cashless Exercise One [Member] | Maximum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.67 |
13. STOCK-BASED COMPENSATION -
13. STOCK-BASED COMPENSATION - Schedule of Option Summary (Details) - $ / shares | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Equity [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,547,029 | 277,948 | 81,254 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 18.35 | $ 6.34 | $ 11.82 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,469,250 | 233,233 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 19.32 | $ 5.28 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 12,975 | 25,692 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 10.53 | $ 8.71 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 45,876 | 10,847 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 16.31 | $ 19.04 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 141,318 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 6.14 |
13. STOCK-BASED COMPENSATION _2
13. STOCK-BASED COMPENSATION - Fair Value Assumptions 2021 (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 10.00% | 85.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.41% | 1.73% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Expected Dividend | $ 0 | $ 0 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 6 months | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 140.00% | 124.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 3 months | 5 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 239.00% | 209.00% |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Summary (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Class of Stock [Line Items] | |||
Weighted Average Number of Shares, Restricted Stock | 10,995 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 30.72 | $ 21.78 | $ 21.70 |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 579,302 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | |||
[custom:RestrictedStockVestedDuringPeriod] | 558,475 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | 9,832 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 15 | ||
Restricted [Member] | |||
Class of Stock [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 27.73 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 10.53 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | 1,669,711 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Intrinsic Value, Amount Per Share | $ 10.03 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 1,651,231 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 17.98 | ||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueForfeited] | $ 18,480 |
13. STOCK-BASED COMPENSATION (D
13. STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 15, 2021 | Oct. 07, 2020 | Jun. 19, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares | 3,500,000 | ||||
Share-based Payment Arrangement, Noncash Expense | $ 8,546,712 | $ 2,053,232 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 525,646 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 1,028,383 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 4 years 10 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,579,336 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 141,318 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 2 years 5 months 19 days | ||||
Unrecognized compensation cost | $ 123,216 | ||||
Share-based Payment Arrangement, Expense | $ 3,862,679 | $ 1,904,520 | |||
Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 7.55 | $ 4.50 | |||
Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 34.67 | $ 8.50 | |||
Option Stock Based Compensation [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-based Payment Arrangement, Noncash Expense | $ 3,868,927 | $ 3,608,885 | |||
Added Shares [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares | 2,000,000 | ||||
Equity Incentive Plan 2017 [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares | 300,000 | ||||
Common Stock, Shares Subscribed but Unissued | 1,225,351 | ||||
Amended Equity Incentive Plan 2017 [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares | 1,500,000 | ||||
Options | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-based Payment Arrangement, Noncash Expense | $ 16,434,789 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 141,318 | ||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionEquityInstrumentsExercised] | 141,318 | ||||
Stock Issued During Period, Value, Stock Options Exercised | $ 867,308 | ||||
Options | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 4.65 | ||||
Options | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 24.40 | ||||
Employees | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,469,250 | 233,233 | |||
Other Comprehensive Income (Loss), Financial Liability, Fair Value Option, after Reclassification Adjustment, Tax | $ 21,582,485 | ||||
Compensation Expense, Excluding Cost of Good and Service Sold | $ 953,125 | $ 716,740 | |||
Restricted Stock Awards [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 months 24 days |
14. INCOME TAXES - Schedule of
14. INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Sep. 30, 2020 |
Income Tax Disclosure [Abstract] | ||
Cumulative tax net operating losses (in millions) | $ 184.6 | $ 52.5 |
Deferred tax asset (in millions) | 38.8 | 11 |
Valuation allowance (in millions) | (38.8) | (11) |
Current taxes payable | ||
Income tax expense |
14. INCOME TAXES (Details Narra
14. INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 38.8 | $ 11 |
Effective Income Tax Rate Reconciliation, Percent | 21.00% | |
Operating Loss Carryforwards | $ 184.6 | $ 52.5 |
15. COMMITMENTS AND CONTINGEN_3
15. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Feb. 24, 2021 | Aug. 31, 2020 | |
Long-term Purchase Commitment [Line Items] | ||||
Long-term Purchase Commitment, Amount | $ 144,040,000 | |||
Payments to Acquire Assets, Investing Activities | 85,110,000 | |||
Purchase Commitment, Remaining Minimum Amount Committed | 58,930,000 | |||
Stock Issued During Period, Value, Other | $ 953,125 | $ 1,912,632 | ||
Grid Fabric [Member] | ||||
Long-term Purchase Commitment [Line Items] | ||||
Stock Issued During Period, Shares, Other | 8,404 | |||
Grid Fabric [Member] | Contingent Consideration [Member] | ||||
Long-term Purchase Commitment [Line Items] | ||||
Stock Issued During Period, Value, Other | $ 150,000 | |||
Grid Fabric L L C [Member] | ||||
Long-term Purchase Commitment [Line Items] | ||||
Asset Acquisition, Contingent Consideration, Liability | 500,000 | $ 750,000 | ||
Solar Watt Solutions [Member] | ||||
Long-term Purchase Commitment [Line Items] | ||||
Asset Acquisition, Contingent Consideration, Liability | 320,802 | |||
Fair value of cash consideration | $ 155,000 | |||
Solar Watt Solutions [Member] | Cash 1 [Member] | ||||
Long-term Purchase Commitment [Line Items] | ||||
Asset Acquisition, Contingent Consideration, Liability | $ 2,500,000 | |||
Infrastructure Assets [Member] | ||||
Long-term Purchase Commitment [Line Items] | ||||
Long-term Purchase Commitment, Amount | 6,512,000 | |||
Payments for Purchase of Other Assets | $ 4,576,000 |
16. MAJOR CUSTOMERS AND VENDO_3
16. MAJOR CUSTOMERS AND VENDORS - Digital currency mining segment major customers (Details) | 12 Months Ended |
Sep. 30, 2021 | |
Mining Pool Operator A [Member] | |
Concentration Risk, Percentage | 55.72% |
Mining Pool Operator B [Member] | |
Concentration Risk, Percentage | 44.28% |
16. MAJOR CUSTOMERS AND VENDO_4
16. MAJOR CUSTOMERS AND VENDORS - Digital currency mining segment major suppliers (Details) | 12 Months Ended |
Sep. 30, 2021 | |
Mining Vendor A [Member] | |
Concentration Risk, Percentage | 49.90% |
Mining Vendor B [Member] | |
Concentration Risk, Percentage | 37.40% |
Mining Vendor C [Member] | |
Concentration Risk, Percentage | 2.80% |
16. MAJOR CUSTOMERS AND VENDO_5
16. MAJOR CUSTOMERS AND VENDORS - Energy segment major customers (Details) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Energy Customer A [Member] | ||
Concentration Risk, Percentage | 48.88% | 58.31% |
Energy Customer B [Member] | ||
Concentration Risk, Percentage | 12.36% | 0.00% |
Energy Customer C [Member] | ||
Concentration Risk, Percentage | 0.00% | 11.56% |
16. MAJOR CUSTOMERS AND VENDO_6
16. MAJOR CUSTOMERS AND VENDORS - Energy segment major suppliers (Details) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Energy Vendor A [Member] | ||
Concentration Risk, Percentage | 32.20% | 85.55% |
Energy Vendor B [Member] | ||
Concentration Risk, Percentage | 23.40% | 0.00% |
17. SEGMENT REPORTING - Segment
17. SEGMENT REPORTING - Segment Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 49,438,115 | $ 10,028,701 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (21,994,904) | (23,346,143) | ||
Net loss | $ (16,677,127) | $ 7,400,040 | (21,812,010) | (23,346,143) |
Assets | $ 297,488,821 | $ 292,612,596 | 317,473,121 | 22,340,063 |
Capitalized software | 84,924 | |||
Energy [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 9,002,636 | 9,018,023 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (8,111,138) | (13,554,515) | ||
Assets | 17,507,314 | 13,621,190 | ||
Property Plant and Equipment | 212,178 | 28,937 | ||
Intangibles | 190,000 | 1,381,633 | ||
Capitalized software | 84,924 | |||
Digital Currency Mining [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 38,846,633 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 23,198,270 | |||
Assets | 270,995,942 | |||
Total [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 47,849,269 | 9,018,023 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 15,087,132 | (13,554,515) | ||
Other Revenue And Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,588,846 | 1,010,678 | ||
Consolidated Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 49,438,115 | 10,028,701 | ||
Corporate Items And Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (36,899,142) | (9,791,628) | ||
Other Corporate Assets [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Assets | 28,969,865 | 8,718,873 | ||
Digital Currency [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Property Plant and Equipment | 144,743,498 | |||
Intangibles | 9,881,838 | |||
Capitalized software | ||||
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Property Plant and Equipment | 972 | 18,108 | ||
Intangibles | 833,000 | |||
Capitalized software |