SUBSEQUENT EVENTS

3 Months Ended

Dec. 31, 2019

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Acquisition of p2k Labs Inc.

On January 31, 2020, the Company entered into a Stock Purchase Agreement (the “Agreement”) with p2klabs, Inc. (“p2k”), a Nevada corporation, and its sole stockholder, Amer Tadayon (“Seller”), whereby the Company purchased all of the issued and outstanding shares of p2k from the Seller (the “Transaction”) in exchange for an aggregate purchase price of cash and stock of $1,600,000 (the “Purchase Price”). The Transaction closed simultaneously with execution on January 31, 2020. As a result of the Transaction, p2k, a design and innovation consulting firm that specializes in applying design, technology, and business process methodologies to create intuitive digital experiences and journeys that help transform and grow businesses, is now a wholly-owned subsidiary of the Company. Pursuant to the terms of the Agreement, the Purchase Price was as follows:

a)	$1,039,500 in cash was paid to the Seller;
b)	31,183 restricted shares of the Company’s common stock, valued at $145,000, were issued to the Seller (the “Shares”). The Shares are subject to certain lock-up and leak-out provisions whereby the 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 in cash was paid to an independent third-party escrow where such cash is subject to offset for adjustments to the Purchase Price and indemnification purposes; and
d)	64,516 restricted shares of the Company’s common stock, valued at $300,000, were issued to an independent third-party escrow (the “Holdback Shares”). The Holdback Shares will be released to Seller once p2k achieves certain revenue milestones for the future performance of p2k. The Holdback Shares will also be subject to the Leak-Out Terms once they are released from escrow 12 months from closing. The Shares and Holdback Shares were issued at a fair market value of $4.65 which was the closing price on January 31, 2020.

Sub-lease agreement

On January 2, 2020, the Company entered into a sub-lease agreement for office space with an entity 50% owned by the Company’s CEO for $1,525 per month. The term of the lease is one year with a month to month option thereafter.