Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2016 | Apr. 19, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | SIGNAL BAY, INC. | |
Entity Central Index Key | 715,788 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 952,467,800 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 |
Current assets: | ||
Cash | $ 151,883 | $ 57,486 |
Accounts receivable | 241,521 | 9,483 |
Prepaid expenses | 12,176 | |
Other current asset | 40,000 | |
Note receivable | 25,000 | |
Total current assets | 405,580 | 131,969 |
Fixed assets, net of accumulated depreciation of $96,523 and $68,610, respectively | 409,974 | 205,842 |
Security deposits | 9,271 | 6,476 |
Intangible assets, net of accumulated amortization of $74,243 and $49,319 | 638,658 | 426,301 |
Goodwill | 2,415,057 | 1,415,408 |
Total assets | 3,878,540 | 2,185,996 |
Current liabilities | ||
Accounts payable and accrued liabilities | 518,427 | 223,316 |
Client deposits | 151,049 | 22,500 |
Interest payable | 41,610 | 27,197 |
Capital lease obligation, current | 29,510 | |
Derivative liability | 190,280 | 775,246 |
Convertible notes payable, net of discounts of $33,130 and $121,496, respectively | 120,171 | 257,605 |
Loan payable, current | 45,688 | 77,375 |
Loans payable, related party, current | 368,376 | 333,007 |
Total current liabilities | 1,465,111 | 1,716,246 |
Capital lease obligation, net of current portion | 75,610 | |
Loans payable, related party, net of current portion | 1,408,412 | 876,751 |
Total liabilities | 2,949,133 | 2,592,997 |
Commitments and contingencies. | ||
Stockholders' (deficit) equity | ||
Common Stock, Par Value $.0001, 3,000,000,000 authorized; 946,192,800 and 850,064,268 issued and outstanding at December 31, 2016 and September 30, 2016, respectively | 94,619 | 85,006 |
Additional Paid In Capital | 5,499,334 | 3,351,452 |
Accumulated Deficit | (4,857,894) | (4,032,177) |
Total stockholders' (deficit) equity | 736,692 | (594,980) |
Non-controlling interest | 192,715 | 187,979 |
Total (deficit) equity | 929,407 | (407,001) |
Total liabilities and stockholders' (deficit) equity | 3,878,540 | 2,185,996 |
Series A Preferred Stock | ||
Stockholders' (deficit) equity | ||
Convertible Preferred Stock | 0 | 184 |
Series B Preferred Stock | ||
Stockholders' (deficit) equity | ||
Convertible Preferred Stock | 500 | 500 |
Series C Preferred Stock | ||
Stockholders' (deficit) equity | ||
Convertible Preferred Stock | 50 | 50 |
Series D Preferred Stock | ||
Stockholders' (deficit) equity | ||
Convertible Preferred Stock | $ 83 | $ 5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 |
Fixed assets: | ||
Fixed assets, accumulated depreciation | $ 96,523 | $ 68,610 |
Intangible assets, accumulated amortization | 74,243 | 49,319 |
Current liabilities | ||
Convertible notes payable, discounts | $ 33,130 | $ 121,496 |
Stockholders' (deficit) equity | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 946,192,800 | 850,064,268 |
Common stock, shares outstanding | 946,192,800 | 850,064,268 |
Series A Preferred Stock | ||
Stockholders' (deficit) equity | ||
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, Shares Authorized | 1,840,000 | 1,840,000 |
Convertible Preferred Stock, Shares Issued | 0 | 1,840,000 |
Convertible Preferred Stock, Shares Outstanding | 0 | 1,840,000 |
Series B Preferred Stock | ||
Stockholders' (deficit) equity | ||
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Convertible Preferred Stock, Shares Issued | 5,000,000 | 5,000,000 |
Convertible Preferred Stock, Shares Outstanding | 5,000,000 | 5,000,000 |
Series C Preferred Stock | ||
Stockholders' (deficit) equity | ||
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Convertible Preferred Stock, Shares Issued | 500,000 | 500,000 |
Convertible Preferred Stock, Shares Outstanding | 500,000 | 500,000 |
Series D Preferred Stock | ||
Stockholders' (deficit) equity | ||
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Convertible Preferred Stock, Shares Issued | 832,500 | 48,000 |
Convertible Preferred Stock, Shares Outstanding | 832,500 | 48,000 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | ||
Testing services | $ 568,578 | $ 39,638 |
Consulting services | 99,878 | 131,086 |
Total revenue | 668,456 | 170,724 |
Cost of revenues | ||
Testing services | 559,277 | 100,896 |
Consulting services | 12,500 | 37,534 |
Depreciation and amortization | 18,302 | |
Total cost of revenues | 590,079 | 138,430 |
Gross profit | 78,377 | 32,294 |
Operating Expenses | ||
Selling, general and administrative | 435,158 | 123,809 |
Depreciation and amortization | 34,535 | 12,030 |
Total operating expenses | 469,693 | 135,839 |
Loss from operations | (391,316) | (103,545) |
Other income (expense) | ||
Interest expense | (323,422) | (51,753) |
Loss on disposal of asset | (719) | |
(Loss) gain on change in fair market value of derivative liabilities | (106,243) | 86,413 |
Total other income (expense) | (429,665) | 33,941 |
Net Loss | (820,981) | (69,604) |
Gain (loss)attributable to non-controlling interest | 4,736 | (4,721) |
Net Loss attributable to Signal Bay, Inc. | $ (825,717) | $ (64,883) |
Basic and diluted loss per common share | $ 0 | $ 0 |
Weighted average common shares outstanding, basic and diluted | 883,348,109 | 399,435,484 |
UNAUDITED CONSOLIDATED STATEME5
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (820,981) | $ (69,604) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 166,924 | 48,999 |
Loss on disposal of asset | 719 | |
Depreciation and amortization expense | 52,837 | 12,030 |
Amortization of debt discount | 293,316 | 51,250 |
Loss (gain) on derivative liability | 106,243 | (86,413) |
Reduction of security deposit for rent expense | 2,095 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (210,271) | 4,805 |
Prepaid expenses | (11,876) | 5,000 |
Other current asset | 40,000 | |
Security deposit | (4,190) | (6,476) |
Accounts payable and accrued liabilities | 221,243 | 19,039 |
Interest payable | 28,420 | |
Customer deposits | 128,549 | 18,975 |
Net cash used in operating activities | (7,691) | (1,676) |
Cash flows from investing activities | ||
Purchase of equipment | (26,314) | (9,253) |
Net cash paid in acquisitions of subsidiaries | (6,930) | |
Net cash used in investing activities | (33,244) | (9,253) |
Cash flows from financing activities | ||
Proceeds from the issuance of series D preferred stock | 114,500 | |
Proceeds from convertible notes, net of original issue discounts and fees | 70,000 | |
Payment on loan payable | (31,687) | |
Proceeds from notes payable - related party | 80,000 | |
Payments on notes payable - related party | (97,481) | (3,263) |
Net cash provided by financing activities | 135,332 | (3,263) |
Net cash increase for period | 94,397 | (14,192) |
Cash balance, beginning of period | 57,486 | 25,966 |
Cash balance, end of period | 151,883 | 11,774 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 91 | |
Cash paid for income tax | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of convertible note and accrued interest into common stock | 316,457 | |
Conversion of Series A Preferred stock to common stock | 4,388 | |
Reclassification of derivative liability to additional paid in capital | 889,509 | |
Acquisition of Green Style Consulting assets through issuance of preferred shares and note payable | 260,000 | |
Acquisition of GreenhausAnalytical Labs, LLC through issuance of preferred shares and note payable | 800,000 | |
Debt discount from derivative liability | 198,300 | |
Capital leases financed through accounts payable | $ 105,120 |
NATURE OF ACTIVITIES AND CONTIN
NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 1 - NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS | Signal Bay, Inc., a Colorado corporation and its subsidiaries provide advisory, management and analytical testing services to the emerging legalized cannabis industry. Signal Bay, Inc. was originally incorporated in the State of New York, December 12, 1977 under the name 3171 Holding Corporation. On February 22, 1979 the name was changed to Electronomic Industries Corp. and on February 23, 1983 the name was changed to Quantech Electronics Corp. The Company was reincorporated in the State of Colorado on December 15, 2003. On August 29, 2014, the Company completed a reverse merger with Signal Bay Research, Inc., a Nevada Corporation, and assumed its operations. In September 2014, the Company changed its name from Quantech Electronics Corp. to Signal Bay, Inc. The Company has selected September 30 as its fiscal year end. Signal Bay, Inc. is domiciled in the State of Colorado, and its corporate headquarters is located in Bend, Oregon. As a part of and prior to the consummation of the reverse merger, William Waldrop and Lori Glauser, principals of Signal Bay Research, Inc., purchased 28,811,933 shares of the Company (80% of the issued and outstanding common stock) from WB Partners. The merger between the Company and Signal Bay Research was finalized and closed contemporaneously with the share purchase. As part of this share purchase, Mr. Waldrop and Ms. Glauser became the officers and directors of the Company. Signal Bay Research was acquired through the issuance of 254,188,067 shares of common stock and 5,000,000 shares of Series B Preferred Stock to Mr. Waldrop and Ms. Glauser, pro rata. After the reverse merger, William Waldrop and Lori Glauser individually each own 127,500,000 shares of common stock and 2,500,000 shares of Series B Preferred stock in the Company. Immediately prior to the reverse merger, neither William Waldrop nor Lori Glauser had any interest in the Company. Immediately after to the reverse, WB Partners owned less than 5% of the common stock. The company filed a Form 10-12G on November 25, 2014, and was determined to be a shell company by the SEC as per the Form 10-12G/A which went effective on January 24, 2015. On January 29, 2015, the company filed an 8-K stating it entered into a material agreement and was no longer a shell company. After the reverse merger, Signal Bay Research, Inc. continues to operate as a wholly owned subsidiary providing compliance, research and advisory services for Signal Bay, Inc. Signal Bay Services was formed on January 25, 2015, as the management services division of Signal Bay. On September 17, 2015, Signal Bay entered into a share exchange agreement with CR Labs, Inc., an Oregon Corporation, pursuant to which the company issued 40,000,000 shares of the CompanyÂ’s common stock resulting in exchange for 80% of the outstanding common stock of CR Labs, Inc. EVIO Inc. was formed on April 4, 2016 to become the holding company for all laboratory operations. EVIO Labs Eugene was formed on May 23, 2016, as a wholly owned subsidiary of EVIO Inc. Subsequently on May 24, 2016, EVIO Labs Eugene acquired all of the assets of Oregon Analytical Services, LLC, inclusive of client lists, equipment, trade names and personnel. On June 1, 2016, EVIO Inc. entered into a share purchase agreement to purchase 80% of the outstanding common stock of Smith Scientific Industries, Inc. d/b/a Kenevir Research in Medford, OR. On October 19, 2016, the Company entered into a Membership Interest Purchase Agreement to purchase 100% of the ownership of Greenhaus Analytical Labs, LLC. On October 26, 2016, the Company entered in to an Asset Purchase Agreement with Green Style Consulting, LLC which was closed on November 1, 2016. Going Concern The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about the CompanyÂ’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. In the coming year, the CompanyÂ’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the CompanyÂ’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The CompanyÂ’s failure to do so could have a material and adverse effect upon it and its shareholders. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation: The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted Principles of Consolidation The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly and partially owned subsidiaries, all of which have a fiscal year end of September 30. All significant intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation. Use of Estimates The preparation of financial statements in 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Signal Bay, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Signal Bay, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Reclassification of Prior Period Presentation Certain amounts have been reclassified on the September 30, 2016 balance sheet to conform to current period presentation. Specifically, websites and domains net of accumulated amortization of $31,178 have been reclassified on the balance sheet to be included in intangibles assets where previously they were included in fixed assets. These reclassifications have no impact on net loss. Financial Instruments Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2016: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 190,280 $ 190,280 The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on September 30, 2016: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 775,246 $ 775,246 Recently Issued Accounting Pronouncements In February 2015, the FASB issued ASC 2015-02, "Consolidation (Topic 810) - Amendments to the Consolidation Analysis." This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three months ended December 31, 2016 or 2015. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 3 - ACQUISITIONS | Greenhaus Analytical Labs, LLC (or “GHA”) On October 19, 2016, the Company entered into a Membership Interest Purchase Agreement to purchase 100% of the ownership of Greenhaus Analytical Labs, LLC. for 460,000 shares of Series “D” preferred stock and a $340,000 promissory note. The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, accounts receivable, prepaid expenses, security deposits, customer lists, certain testing licenses and property, plant and equipment) and liabilities assumed (accounts payable, related party payables and notes payable) at fair value as of the acquisition date. The cash, accounts receivable and accounts payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of property, plant and equipment to be historical book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed. Under the purchase agreement, the Company issued 460,000 shares of Series “D” preferred stock, valued at $460,000 and a $340,000 promissory note for total consideration of $800,000. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS ACQUIRED CASH $ 13,070 ACCOUNTS RECEIVABLE 21,767 PREPAID EXPENSES 300 SECURITY DEPOSITS 700 PROPERTY PLANT AND EQUIPMENT 81,311 LICENSE 132,668 CUSTOMER LIST 43,562 GOODWILL 800,000 TOTAL ASSETS ACQUIRED $ 1,093,378 LIABILITIES ASSUMED ACCOUNTS PAYABLE $ (73,866 ) RELATED PARTY PAYABLES (194,512 ) NOTES PAYABLE (25,000 ) TOTAL LIABILITIES ASSUMED (293,378 ) NET ASSETS ACQUIRED FROM GHA ACQUISITION $ 800,000 Green Style Consulting, LLC On October 26, 2016, the Company entered in to an Asset Purchase Agreement with Green Style Consulting, LLC. Effective, November 1, 2016, the company owned all assets of Green Style Consulting, LLC d/b/a Green Style Analytics, including 1,300 client names, analytical testing equipment, brands/websites, and the vanity toll-free number 844-420-TEST for 210,000 shares of Series “D” preferred stock, $20,000 cash down payment and a $50,000 promissory note. The Company applied the acquisition method to the business combination and valued each of the assets acquired (customer lists and property, plant and equipment) at fair value as of the acquisition date. The property, plant and equipment were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of property, plant and equipment to be historical book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed. Under the purchase agreement, the Company issued 210,000 shares of Series “D” preferred stock, valued at $210,000, a cash payment of $20,000 and a $50,000 promissory note for total consideration of $280,000. Additionally, the Company has agreed to pay the sellers 20% of Evio California, Inc.’s net profits effective November 1, 2016 for a period of three years ending October 31, 2019. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS ACQUIRED PROPERTY PLANT AND EQUIPMENT $ 19,300 CUSTOMER LIST 61,051 GOODWILL 199,649 TOTAL ASSETS ACQUIRED $ 280,000 LIABILITIES ASSUMED - NET ASSETS ACQUIRED FROM GREEN STYLE ACQUISITION $ 280,000 In accordance with ASC 805-10-50, the Company is providing the following unaudited pro-forma to present a summary of the combined results of the Company’s consolidated operations with all acquisitions. as if the acquisitions had been completed as of the beginning of the reporting period. Adjustments were made to eliminate any inter-company transactions in the periods presented. SIGNAL BAY, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended December 31, Revenues 2016 2015 Testing services $ 608,774 $ 71,142 Consulting services 99,878 131,086 Total revenue 708,652 202,228 Cost of revenue Testing services 596,813 123,732 Consulting services 12,500 37,534 Total cost of revenue 609,313 161,266 Gross margin 99,339 40,962 Operating expenses Selling, general and administrative 439,259 156,535 Depreciation and amortization 28,660 12,030 Total operating expenses 467,919 168,565 Loss from operations (368,580 ) (127,603 ) Other income (expense) Interest expense (323,878 ) (52,775 ) Loss on disposal of asset - (719 ) (Loss) gain on change in fair market value of derivative liabilities (106,243 ) 86,413 Total other income (expense) (430,121 ) 32,919 Net loss $ (798,701 ) $ (94,684 ) Future Amortization The future amortization associated with the intangible assets acquired in the above mentioned and prior acquisitions is as follows: For the years ended September 30, Amortization 2017 $ 101,723 2018 135,630 2019 135,630 2020 135,630 2021 93,455 Thereafter 3,955 Total $ 606,023 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 4 - RELATED PARTY TRANSACTIONS | Through September 30, 2016, the Company received loans from its Chief Operating Officer totaling $96,000. Through September 30, 2016, the Company made repayments totaling $4,295. There were no repayments made during the three months ended December 31, 2016. There was $91,705 due as of December 31, 2016 and September 30, 2016, and is included in the accompanying consolidated balance sheets as a current portion of notes payable to related parties. The loans carry a 0% interest rate and are due on demand. During the three months ended December 31, 2016 and 2015, the Company incurred total expenses of $14,548 and $21,400 for management consulting services performed by Newport Commercial Advisors, an entity fully owned and controlled by our Chief Executive Officer. There was not a balance payable to Newport Commercial Advisors as of December 31, 2016 or September 30, 2016. During the three months ended December 31, 2016, the Company received loans from its Chief Executive Officer totaling $80,000. The loans are non-interest bearing and due on demand. There was $80,000 due as of December 31, 2016. During the three months ended December 31, 2016 the Company made repayments to Eric Ezrine, a shareholder of CR Labs, on an outstanding note payable totaling $3,574. The loans carry an interest rate of 0% per annum. There was $9,695 and $13,269 due as of December 31, 2016 and September 30, 2016, respectively. Additionally, the Company entered into a severance agreement with Mr. Ezrine whereby it agreed to make payments totaling $44,500 through August 2018. The Company made repayments of $4,000 during the three months ended December 31, 2016. There was $40,500 and $44,500 accrued as of December 31, 2016 and September 30, 2016. Through March 31, 2016, our executive, administrative and operating offices were located at 2996 Panorama Ridge Dr. Henderson, NV 89052. The office space was being provided by one of our Directors at no cost to the Company. On May 24, 2016, the Company executed an asset purchase agreement with Sara Lausmann, managing member owner of Oregon Analytical Services, LLC, for $972,500. The terms of the purchase required the issuance of 200,000 shares of Series C Preferred Stock, valued at $80,000, $72,500 in a short-term loan and $700,000 in a long-term note. During the three months ended December 31, 2016, the Company repaid $13,808 to Sara Lausmann, Vice President Client Services. The total amount owed is $723,776 and $737,584 as of December 31, 2016 and September 30, 2016, respectively. As of December 31, 2016 and September 30, 2016, $23,776 and $37,584 and $700,000 and $700,000 are included in the accompanying consolidated balance sheets as current and long-term portions of notes payable to related party, respectively. The notes carry interest at a rate of 5% per annum and had accrued interest totaling $22,642 and $13,521 due as of December 31, 2016 and September 30, 2016, respectively. On June 1, 2016, the company executed a share purchase agreement with Anthony Smith, for the purchase of 80% of Smith Scientific Industries for $636,000. The terms of the purchase required the issuance of 300,000 shares of Series C Preferred Stock, valued at $135,000 and $336,000 in a promissory note. During the three months ended December 31, 2016, the Company repaid $25,000 to Anthony Smith, our Chief Science Officer. The note carries interest at a rate of 5% per annum. There was $286,000 and $311,000 of principal due as of December 31, 2016 and September 30, 2016 and $8,859 and $5,155 of accrued interest due as of December 31, 2016 and September 30, 2016, respectively. On October 19, 2016, the Company assumed a $194,512 payable due to Henry Grimmett, and officer of Greenhaus and current Director of the Company, with its acquisition of Greenhaus Analytical Services, LLC. The note bears interest at 0% per annum and requires repayments of $25,000 quarterly. During the three months ended December 31, 2016, the Company made repayments totaling $11,100. There was a total of $183,412 due as of December 31, 2016 of which $100,000 is current and $83,412 is long term. On October 19, 2016, the Company entered into a $340,000 note payable as part of its acquisition of Greenhaus Analytical Services, LLC. The note carries interest at a rate of 6% per annum and matures on October 16, 2020. There was $340,000 of principal and $4,248 of accrued interest due as of December 31, 2016. On November 1, 2016, the Company entered into a $50,000 note payable to Green Style Consulting, LLC as part of the asset purchase agreement . Green Style Consulting, LLC Managing Member is our General Manager Northern California, who was hired by the Company concurrent to the asset purchase. The note carries interest at a rate of 5% per annum and matures on October 31, 2018. During the three months ended December 31, 2016, the Company made repayments of $1,000. There was $49,000 of principal and $411 of accrued interest due as of December 31, 2016. Through September 30, 2016, the Company borrowed a total of $16,200 from our Chief Science Officer to fund operations. The loans are non-interest bearing, due on demand and as such are included in current liabilities. During the three months ended December 31, 2016, the Company made repayments totaling $3,000. There was $13,200 and $16,200 due as of December 31, 2016 and September 30, 2016, respectively. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 5 - EQUITY TRANSACTIONS | Series A Convertible Preferred Stock The Company designated 1,850,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) with a par value of $0.0001 per share. Initially, there will be no dividends due or payable on the Series A Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series A Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The Series A Preferred shall have no liquidation preference over any other class of stock. Except as otherwise required by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock or any other class or series of preferred stock) for the taking of any corporate action. Conversion at the Option of the Holder. From 12 months from the date of issuance, each holder of shares of Series A Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series A Preferred Stock into fully paid and nonassessable shares of Common Stock at a rate equal to 4.9% of the Common Stock. For a period of 18 months after the Preferred is convertible, the conversion price of the Series A Preferred will be subject to adjustment to prevent dilution in the event that the Company issues additional shares at a purchase price less than the applicable conversion price. The conversion price will be subject to adjustment on a weighted basis that takes into account issuances of additional shares. At the expiration of the antidilution period, the conversion rate in Section VI (A) above shall be equal to a conversion rate equal to 4.9% on the Common Stock. For example, if on the date of expiration of the antidilution clause there are 500,000,000 shares of Common Stock issued and outstanding then each Series A Preferred Stock shall convert at a rate of 13.24 common shares for each 1 Series Preferred Share. The company has evaluated the Series A Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The company has evaluated the Series A Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted. All 1,840,000 outstanding Series A Convertible Stock was converted into 43,875,385 of common shares during the three months ended December 31, 2016. The Company has 0 and 1,840,000 shares of Series A Convertible Stock issued and outstanding as December 31, 2016 and September 30, 2016, respectively. Series B Convertible Preferred Stock The Company designated 5,000,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) with a par value of $0.0001 per share. Initially, there will be no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series B Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The Series B Preferred shall have no liquidation preference over any other class of stock. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to one hundred (100) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into a 100 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock. In the event of a reverse split the conversion ratio shall not change. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split. The company has evaluated the Series B Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The company has evaluated the Series B Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted. The Company has 5,000,000 shares of Series B Convertible Stock issued and outstanding as of December 31, 2016 and September 30, 2016. Series C Convertible Preferred Stock The Company designated 500,000 shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”) with a par value of $0.0001 per share. Initially, there will be no dividends due or payable on the Series C Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series C Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. Each holder of outstanding shares of Series C Preferred Stock shall be entitled to the number of votes equal to five hundred (500) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. Each holder of shares of Series C Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series C Preferred Stock into a 500 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 10,000 shares of Common Stock. In the event of a reverse split the conversion ratio shall not change. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split. The company has evaluated the Series C Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The company has evaluated the Series C Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted. During the year ended September 30, 2016, the Company issued 300,000 shares of Series C Preferred Stock for the acquisition of Smith Scientific Industries, Inc. and 200,000 shares of Series C Preferred Stock for the acquisition of the assets of Oregon Analytical Services. There were 500,000 shares of Series C Convertible Stock issued and outstanding as of December 31, 2016 and September 30, 2016. Series D Convertible Preferred Stock The Company designated 1,000,000 shares of Series D Convertible Preferred Stock (“Series D Preferred Stock”) with a par value of $0.0001 per share. Initially, there will be no dividends due or payable on the Series D Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series D Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. Each holder of outstanding shares of Series D Preferred Stock shall be entitled to the number of votes equal to two hundred fifty (250) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. Each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series D Preferred Stock into a 250 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 50,000 shares of Common Stock. In the event of a reverse split the conversion ratio shall not change. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split. The company has evaluated the Series D Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The company has evaluated the Series C Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted. During the year ended September 30, 2016, the Company issued 48,000 shares of Series D Preferred Stock for cash proceeds of $48,000. During the three months ended December 31, 2016, the Company issued 114,500 shares of Series D Preferred Stock for cash proceeds of $114,500 and 670,000 shares of Series D Preferred Stock, valued at $670,000, in conjunction with the acquisitions as discussed in Note 3 There were 832,500 and 48,000 shares of Series D Convertible Stock issued and outstanding as of December 31, 2016 and September 30, 2016, respectively. Common Stock During the year ended September 30, 2016, the Company issued 6,087,500 common shares valued at $46,473 under its employee equity incentive plan; 401,032,581 common shares for the conversion of $207,367 of outstanding principal on convertible notes payable; 1,468,582 common shares for the conversion of $4,135 of convertible accrued interest and 42,827,010 common shares for services valued at $138,447. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms. During the three months ended December 31, 2016, the Company issued 7,976,150 common shares valued at $149,716 for services; 43,875,285 common shares for the conversion of 1,840,000 shares of Series A Preferred Stock; 41,851,494 common shares for the conversion of $302,450 of outstanding principal on convertible notes payable and 2,425,603 for the conversion of $14,006 of convertible accrued interest. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms. There were 946,192,800 and 850,064,268 shares of common stock issued and outstanding at December 31, 2016 and September 30, 2016, respectively. |
LOANS PAYABLE
LOANS PAYABLE | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 6 - LOANS PAYABLE | The Company had the following loans payable outstanding as of December 31, 2016 and September 30, 2016: December 31, 2016 September 30, 2016 On July 22, 2016, the Company entered into a Purchase and Sale of Future Receivables agreement (the “Agreement”) with 1 Global Capital, LLC (“1GC”) for $50,000. The Agreement calls for 160 daily payments of $437.50, due on business days, for total payments of $70,000. The Company recognized an original debt discount of $20,000 as interest expense. $ 23,188 $ 49,875 On May 24, 2016, the Company assumed a $27,500 Promissory note with annual interest of 5%, as part of the acquisition of Oregon Analytical Services (see note 3). The note is due on demand and requires quarterly payments. 22,500 27,500 45,688 77,375 Less: current portion of loans payable 45,688 77,375 Long-term portion of loans payable $ - $ - As of December 31, 2016 and September 30, 2016, the Company accrued interest of $1,998 and $638, respectively. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 7 - CONVERTIBLE DEBT | The following table summarizes all convertible notes outstanding as of September 30, 2016: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 1 5/17/2016 5/18/2017 $ 76,650 $ (5,867 ) $ 70,783 $ 2,268 Noteholder 1 8/26/2016 8/26/2017 76,650 (6,650 ) 70,000 588 Noteholder 2 5/22/2016 5/23/2017 45,000 - 45,000 1,282 Noteholder 3 3/20/2016 3/21/2017 27,500 (12,959 ) 14,541 1,454 Noteholder 3 5/18/2016 5/19/2017 76,650 (48,510 ) 28,140 2,252 Noteholder 3 9/19/2016 5/19/2017 76,650 (47,510 ) 29,140 185 $ 379,100 $ (121,496 ) $ 257,604 $ 8,029 The following table summarizes all convertible notes outstanding as of December 31, 2016: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 1 8/26/2016 8/26/2017 76,650 (4,336 ) 72,314 2,137 Noteholder 3 9/19/2016 5/19/2017 76,650 (28,794 ) 47,856 1,730 $ 153,300 $ (33,130 ) $ 120,170 $ 3,867 Noteholder 1 On May 17, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on May 18, 2017. The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights on November 17, 2016. The Company may prepay the note during the first six months it is outstanding. During the three months ended December 31, 2016, the noteholder converted all outstanding principal and interest in exchange for a total of 11,157,314 common shares. There was $0 and $76,650 of principal and $0 and $2,268 of accrued interest due at December 31, 2016 and September 30, 2016, respectively. On May 17, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 which was funded on December 1, 2016 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on May 18, 2017. The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights on December 13, 2016. During the three months ended December 31, 2016, the noteholder converted all outstanding principal and interest in exchange for a total of 7,164,083 common shares. There was $0 and $0 of principal and $0 and $0 of accrued interest due at December 31, 2016 and September 30, 2016, respectively. On August 26, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on August 26, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights on February 26, 2016. The Company may prepay the note during the first six months it is outstanding. There was $76,650 and $76,650 of principal and $2,137 and $588 of accrued interest due at December 31, 2016 September 30, 2016, respectively. Noteholder 2 On May 23, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $45,000 resulting in cash proceeds to the Company of $45,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on May 23, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 72% of the lowest trade price of the Company's common stock for the ten prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights on November 23, 2016. The Company may prepay the note during the first 90 days it is outstanding for a sum of 115% of the unpaid principal and accrued interest outstanding and within the next 90 days at a rate of 130% of the unpaid principal and accrued interest outstanding. The note may not be prepaid after 180 days from issuance. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due in exchange for a total of 3,334,387 common shares. There was $0 and $45,000 of principal and $0 and $1,282 of accrued interest due at December 31, 2016 and September 30, 2016, respectively. Noteholder 3 On March 21, 2016 the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $27,500 of which $2,500 was an original issue discount resulting in cash proceeds to the Company of $25,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 10%, is due on March 21, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty-five prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights. The Company may prepay the note during the first 180 days it is outstanding at a graduated scale of 100% of the principal amount if repaid within 30 days from issuance; 110% of the principal during the next 30 days; 120% of the principal during the next 30 days; 130% of the principal during the next 30 days; 140% of the principal during the next 30 days and 150% of the principal during the next 30 days. The note may not be prepaid after 180 days without the expressed written consent of the noteholder. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due in exchange for a total of 9,885,621 common shares. There was $0 and $27,500 of principal and $0 and $1,454 of accrued interest due at December 31, 2016 and September 30, 2016, respectively. On May 19, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on May 19, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights. The Company may prepay the note during the first 180 days it is outstanding at a rate of 115% of the outstanding principal amount during the first 90 days from issuance and 135% of the principal amount during the next 90 days. The note may not be prepaid without the consent of the noteholder after 180 days. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due in exchange for a total of 12,735,692 common shares. There was $0 and $76,650 of principal and $0 and $2,252 of accrued interest due at December 31, 2016 and September 30, 2016, respectively. On September 19, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount and $7,000 was paid to a third party on our behalf resulting in cash proceeds to the Company of $63,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on May 19, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights. The Company may prepay the note during the first 180 days it is outstanding at a rate of 115% of the outstanding principal amount during the first 90 days from issuance and 135% of the principal amount during the next 90 days. The note may not be prepaid without the consent of the noteholder after 180 days. There was $76,650 and $76,650 of principal and $1,730 and $185 of accrued interest due at December 31, 2016 and September 30, 2016, respectively. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 8 - DERIVATIVE LIABILITY | As of December 31, 2016 and September 30, 2016 the Company had a $190,280 and $775,246 derivative liability balance on the balance sheets and recorded a loss from derivative liability fair value adjustments of $106,243 and gain of $86,413 during the three months ended December 31, 2016 and 2015, respectively. The derivative liability activity comes from convertible notes payable as follows: As discussed in Note 7 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the note was $36,769 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $25,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $11,769 being recognized as a loss on derivative fair value measurement. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $55,525 loss from change in fair value of derivatives and a write off due to conversion of $179,115 for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 279%, (3) risk-free interest rate of .48%, (4) expected life of 0.46 of a year, and (5) estimated fair value of the Company’s common stock of $0.0221 per share. As discussed in Note 7 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the note was $166,260 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $70,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $96,260 being recognized as a loss on derivative fair value measurement. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $39,489 gain from change in fair value of derivatives and a write off due to conversion of $286,339 for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 260%, (3) risk-free interest rate of .63%, (4) expected life of 0.49 of a year, and (5) estimated fair value of the Company’s common stock of $0.0285 per share. As discussed in Note 7 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the note was $255,582 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $70,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $185,582 being recognized as a loss on derivative fair value measurement. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $190,280 and recorded a $135,548 gain from change in fair value of derivatives for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 170%, (3) risk-free interest rate of .62%, (4) expected life of 0.38 of a year, and (5) estimated fair value of the Company’s common stock of $0.028 per share. As discussed in Note 7 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the note was $279,490 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $76,650 which was up to the face value of the convertible note with the excess fair value at initial measurement of $202,840 being recognized as a loss on derivative fair value measurement. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $22,645 gain from change in fair value of derivatives and write off $256,845 due to conversion for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 260%, (3) risk-free interest rate of .63%, (4) expected life of 0.48 of a year, and (5) estimated fair value of the Company’s common stock of $0.0285 per share. As discussed in Note 7 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the note was $136,874 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $76,650 which was up to the face value of the convertible note with the excess fair value at initial measurement of $60,224 being recognized as a loss on derivative fair value measurement. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $31,054 gain from change in fair value of derivatives and write off $105,820 due to conversion for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 245%, (3) risk-free interest rate of .66%, (4) expected life of 0.43 of a year, and (5) estimated fair value of the Company’s common stock of $0.0209 per share. As discussed in Note 7 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the note was $69,650 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $45,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $24,650 being recognized as a loss on derivative fair value measurement. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $8,260 gain from change in fair value of derivatives and write off $61,390 due to conversion for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 253%, (3) risk-free interest rate of .63%, (4) expected life of 0.46 of a year, and (5) estimated fair value of the Company’s common stock of $0.0264 per share. The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2016: Fair Value of Embedded Derivative Liabilities: Balance, September 30, 2015 $ 200,460 Initial measurement of derivative liabilities 634,862 Change in fair market value 1,014,678 Write off due to conversion (1,074,754 ) Balance, September 30, 2016 $ 775,246 The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2016: Fair Value of Embedded Derivative Liabilities: Balance, September 30, 2016 $ 775,246 Initial measurement of derivative liabilities 486,014 Change in fair market value (181,471 ) Write off due to conversion (889,509 ) Balance, December 31, 2016 $ 190,280 The following table summarizes the loss on derivative liability included in the income statement for the three months ended December 31, 2016 and 2015, respectively. December 31, 2016 2015 Day one loss due to derivatives on convertible debt $ 287,714 $ - Change in fair value of derivatives (181,471 ) (86,413 ) Total derivative expense (gain) $ 106,243 $ (86,413 ) |
INDUSTRY SEGMENTS
INDUSTRY SEGMENTS | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 9 - INDUSTRY SEGMENTS | This summary reflects the Company's current segments, as described below. Corporate The parent Company provides overall management and corporate reporting functions for the entire organization. Consulting The Company provides advisory, licensing and compliance services to the cannabis industry under its brand Signal Bay Research. Consulting clients are located in states that have state regulated medical and/or recreational programs. Signal Bay Research assists these companies with license applications, business planning, state compliance and ongoing operational support. Testing Services The Company provides analytical testing services to the cannabis industry under the EVIO Labs brand. As of December 31, 2016, EVIO Labs has five operating labs: CR Labs, Inc. d/b/a EVIO Labs, Bend; EVIO Labs Eugene d/b/a Oregon Analytical Services; Smith Scientific Industries d/b/a Kenevir Research; Greenhaus Analytical Labs, LLC and Green Style Consulting LLC d/b/a EVIO Labs California. EVIO Labs clients are located in Oregon and California and consist of growers, processors and dispensaries. Operating under the rules of the appropriate state governing bodies, EVIO Labs certifies products have been tested and are free from pesticides and other containments before resale to patients and consumer in the States of Oregon and California. Three months ended December 31, 2016 Corporate Consulting Services Testing Services Total Consolidated Revenue $ - $ 99,878 $ 568,578 $ 668,456 Segment gain (loss) from operations (215,342 ) 12,365 (188,339 ) (391,316 ) Total assets 50,562 143,370 3,684,608 3,878,540 Capital expenditures - (1,038 ) (25,276 ) (26,314 ) Depreciation and amortization - 5,974 46,863 52,837 Three months ended December 31, 2015 Corporate Consulting Services Testing Services Total Consolidated Revenue $ - $ 131,086 $ 39,638 $ 170,724 Segment loss from operations - (81,070 ) (22,475 ) (103,545 ) Total assets - 648,206 59,498 707,704 Capital expenditures - - 9,253 9,253 Depreciation and amortization - 9,293 2,737 12,030 |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 10 - STOCK OPTIONS AND WARRANTS | The following table summarizes all stock option and warrant activity for the three months ended December 31, 2016: Shares Weighted- Average Exercise Price Per Share Outstanding, September 30, 2016 31,500,000 $ 0.004 Granted 4,000,000 0.013 Exercised - - Forfeited (1,000,000 ) 0.004 Expired - - Outstanding, December 31, 2016 34,500,000 $ 0.005 The following table discloses information regarding outstanding and exercisable options and warrants at December 31, 2016: Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.004 30,500,000 $ 0.004 4.62 - $ - $ 0.013 4,000,000 0.013 4.80 - - Total 34,500,000 $ 0.005 4.65 - $ - In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows: December 31, 2016 Expected term of options granted 5 years Expected volatility 409-425 % Risk-free interest rate 1.14–1.24 % Expected dividend yield 0 % The Company recognized stock option expense of $17,208 and $0 during the three months ended December 31, 2016 and 2015, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 11 - SUBSEQUENT EVENTS | On March 2, 2017, the Company entered into a convertible note payable which matures on March 2, 2018 for $125,000. The note carries interest at 8% per annum and is convertible into common stock of the Company after six months from issuance at a rate equal to 65% (representing a 35% discount) of the lowest trading price in the fifteen trading days immediately prior to conversion. The note may be repaid by the Company during the first six months from issuance at a rate of 115% of the outstanding balance if repaid during the first 90 days and 135% of the outstanding balance if repaid after 90 day but before 180 days. On March 2, 2017, the Company entered into a separate convertible note payable which matures on March 2, 2018 for $125,000. The note carries interest at 8% per annum and is convertible into common stock of the Company after six months from issuance at a rate equal to 65% (representing a 35% discount) of the lowest trading price in the fifteen trading days immediately prior to conversion. The note may be repaid by the Company during the first six months from issuance at a rate of 115% of the outstanding balance if repaid during the first 90 days and 135% of the outstanding balance if repaid after 90 day but before 180 days. On March 12, 2017, the holders of a majority of the Series B and C preferred stock of the Company elected to amend the Series B and C preferred stock designations to remove anti-reverse stock split provisions. The conversion of preferred stock to common stock shall now be downwardly adjusted upon a reverse stock split by the Company. In February 2017, the Company issued 2,000,000 shares of common stock for cash proceeds of $20,000. On various dates through April 19, 2017, the Company issued a total of 3,750,000 shares of common stock for services valued at $95,250 to consultants and a total of 525,000 shares of common stock valued at $13,219 under its employee Equity Incentive Plan. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Principles of Consolidation | The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly and partially owned subsidiaries, all of which have a fiscal year end of September 30. All significant intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation. |
Use of Estimates | The preparation of financial statements in 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managementsÂ’ estimates or assumptions could have a material impact on Signal Bay, Inc.Â’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Signal Bay, Inc.Â’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. |
Reclassification of Prior Period Presentation | Certain amounts have been reclassified on the September 30, 2016 balance sheet to conform to current period presentation. Specifically, websites and domains net of accumulated amortization of $31,178 have been reclassified on the balance sheet to be included in intangibles assets where previously they were included in fixed assets. These reclassifications have no impact on net loss. |
Financial Instruments | Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2016: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 190,280 $ 190,280 The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on September 30, 2016: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 775,246 $ 775,246 |
Recently Issued Accounting Pronouncements | In February 2015, the FASB issued ASC 2015-02, "Consolidation (Topic 810) - Amendments to the Consolidation Analysis." This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three months ended December 31, 2016 or 2015. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Financial assets and liabilities measured at fair value | The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2016: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 190,280 $ 190,280 The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on September 30, 2016: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 775,246 $ 775,246 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Summary of the Company's operations | SIGNAL BAY, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended December 31, Revenues 2016 2015 Testing services $ 608,774 $ 71,142 Consulting services 99,878 131,086 Total revenue 708,652 202,228 Cost of revenue Testing services 596,813 123,732 Consulting services 12,500 37,534 Total cost of revenue 609,313 161,266 Gross margin 99,339 40,962 Operating expenses Selling, general and administrative 439,259 156,535 Depreciation and amortization 28,660 12,030 Total operating expenses 467,919 168,565 Loss from operations (368,580 ) (127,603 ) Other income (expense) Interest expense (323,878 ) (52,775 ) Loss on disposal of asset - (719 ) (Loss) gain on change in fair market value of derivative liabilities (106,243 ) 86,413 Total other income (expense) (430,121 ) 32,919 Net loss $ (798,701 ) $ (94,684 ) |
Schedule of future amortization associated with the intangible assets acquired | The future amortization associated with the intangible assets acquired in the above mentioned and prior acquisitions is as follows: For the years ended September 30, Amortization 2017 $ 101,723 2018 135,630 2019 135,630 2020 135,630 2021 93,455 Thereafter 3,955 Total $ 606,023 |
CR Labs, Inc. [Member] | |
Fair values of the assets acquired and liabilities | ASSETS ACQUIRED CASH $ 13,070 ACCOUNTS RECEIVABLE 21,767 PREPAID EXPENSES 300 SECURITY DEPOSITS 700 PROPERTY PLANT AND EQUIPMENT 81,311 LICENSE 132,668 CUSTOMER LIST 43,562 GOODWILL 800,000 TOTAL ASSETS ACQUIRED $ 1,093,378 LIABILITIES ASSUMED ACCOUNTS PAYABLE $ (73,866 ) RELATED PARTY PAYABLES (194,512 ) NOTES PAYABLE (25,000 ) TOTAL LIABILITIES ASSUMED (293,378 ) NET ASSETS ACQUIRED FROM GHA ACQUISITION $ 800,000 |
Oregon Analytical Services, LLC [Member] | |
Fair values of the assets acquired and liabilities | ASSETS ACQUIRED PROPERTY PLANT AND EQUIPMENT $ 19,300 CUSTOMER LIST 61,051 GOODWILL 199,649 TOTAL ASSETS ACQUIRED $ 280,000 LIABILITIES ASSUMED - NET ASSETS ACQUIRED FROM GREEN STYLE ACQUISITION $ 280,000 |
Smith Scientific Industries, Inc. [Member] | |
Fair values of the assets acquired and liabilities | ASSETS ACQUIRED CASH $ 13,070 ACCOUNTS RECEIVABLE 21,767 PREPAID EXPENSES 300 SECURITY DEPOSITS 700 PROPERTY PLANT AND EQUIPMENT 81,311 LICENSE 132,668 CUSTOMER LIST 43,562 GOODWILL 800,000 TOTAL ASSETS ACQUIRED $ 1,093,378 LIABILITIES ASSUMED ACCOUNTS PAYABLE $ (73,866 ) RELATED PARTY PAYABLES (194,512 ) NOTES PAYABLE (25,000 ) TOTAL LIABILITIES ASSUMED (293,378 ) NET ASSETS ACQUIRED FROM GHA ACQUISITION $ 800,000 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Loans Payable Tables | |
Schedule of loans payable outstanding | The Company had the following loans payable outstanding as of December 31, 2016 and September 30, 2016: December 31, 2016 September 30, 2016 On July 22, 2016, the Company entered into a Purchase and Sale of Future Receivables agreement (the “Agreement”) with 1 Global Capital, LLC (“1GC”) for $50,000. The Agreement calls for 160 daily payments of $437.50, due on business days, for total payments of $70,000. The Company recognized an original debt discount of $20,000 as interest expense. $ 23,188 $ 49,875 On May 24, 2016, the Company assumed a $27,500 Promissory note with annual interest of 5%, as part of the acquisition of Oregon Analytical Services (see note 3). The note is due on demand and requires quarterly payments. 22,500 27,500 45,688 77,375 Less: current portion of loans payable 45,688 77,375 Long-term portion of loans payable $ - $ - As of December 31, 2016 and September 30, 2016, the Company accrued interest of $1,998 and $638, respectively. |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Payable Tables | |
Schedule of convertible notes payable outstanding | The following table summarizes all convertible notes outstanding as of September 30, 2016: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 1 5/17/2016 5/18/2017 $ 76,650 $ (5,867 ) $ 70,783 $ 2,268 Noteholder 1 8/26/2016 8/26/2017 76,650 (6,650 ) 70,000 588 Noteholder 2 5/22/2016 5/23/2017 45,000 - 45,000 1,282 Noteholder 3 3/20/2016 3/21/2017 27,500 (12,959 ) 14,541 1,454 Noteholder 3 5/18/2016 5/19/2017 76,650 (48,510 ) 28,140 2,252 Noteholder 3 9/19/2016 5/19/2017 76,650 (47,510 ) 29,140 185 $ 379,100 $ (121,496 ) $ 257,604 $ 8,029 The following table summarizes all convertible notes outstanding as of December 31, 2016: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 1 8/26/2016 8/26/2017 76,650 (4,336 ) 72,314 2,137 Noteholder 3 9/19/2016 5/19/2017 76,650 (28,794 ) 47,856 1,730 $ 153,300 $ (33,130 ) $ 120,170 $ 3,867 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Derivative Liability Tables | |
Summarizes the derivative liabilities | The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2016: Fair Value of Embedded Derivative Liabilities: Balance, September 30, 2015 $ 200,460 Initial measurement of derivative liabilities 634,862 Change in fair market value 1,014,678 Write off due to conversion (1,074,754 ) Balance, September 30, 2016 $ 775,246 The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2016: Fair Value of Embedded Derivative Liabilities: Balance, September 30, 2016 $ 775,246 Initial measurement of derivative liabilities 486,014 Change in fair market value (181,471 ) Write off due to conversion (889,509 ) Balance, December 31, 2016 $ 190,280 |
Summarizes the loss on derivative liability | The following table summarizes the loss on derivative liability included in the income statement for the three months ended December 31, 2016 and 2015, respectively. December 31, 2016 2015 Day one loss due to derivatives on convertible debt $ 287,714 $ - Change in fair value of derivatives (181,471 ) (86,413 ) Total derivative expense (gain) $ 106,243 $ (86,413 ) |
INDUSTRY SEGMENTS (Tables)
INDUSTRY SEGMENTS (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Industry Segments Tables | |
Resale to patients and consumer | Testing Services The Company provides analytical testing services to the cannabis industry under the EVIO Labs brand. As of December 31, 2016, EVIO Labs has five operating labs: CR Labs, Inc. d/b/a EVIO Labs, Bend; EVIO Labs Eugene d/b/a Oregon Analytical Services; Smith Scientific Industries d/b/a Kenevir Research; Greenhaus Analytical Labs, LLC and Green Style Consulting LLC d/b/a EVIO Labs California. EVIO Labs clients are located in Oregon and California and consist of growers, processors and dispensaries. Operating under the rules of the appropriate state governing bodies, EVIO Labs certifies products have been tested and are free from pesticides and other containments before resale to patients and consumer in the States of Oregon and California. Three months ended December 31, 2016 Corporate Consulting Services Testing Services Total Consolidated Revenue $ - $ 99,878 $ 568,578 $ 668,456 Segment gain (loss) from operations (215,342 ) 12,365 (188,339 ) (391,316 ) Total assets 50,562 143,370 3,684,608 3,878,540 Capital expenditures - (1,038 ) (25,276 ) (26,314 ) Depreciation and amortization - 5,974 46,863 52,837 Three months ended December 31, 2015 Corporate Consulting Services Testing Services Total Consolidated Revenue $ - $ 131,086 $ 39,638 $ 170,724 Segment loss from operations - (81,070 ) (22,475 ) (103,545 ) Total assets - 648,206 59,498 707,704 Capital expenditures - - 9,253 9,253 Depreciation and amortization - 9,293 2,737 12,030 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Stock Options And Warrants Tables | |
Summarizes stock option and warrant activity | The following table summarizes all stock option and warrant activity for the three months ended December 31, 2016: Shares Weighted- Average Exercise Price Per Share Outstanding, September 30, 2016 31,500,000 $ 0.004 Granted 4,000,000 0.013 Exercised - - Forfeited (1,000,000 ) 0.004 Expired - - Outstanding, December 31, 2016 34,500,000 $ 0.005 |
Schdule of outstanding and exercisable options and warrants | The following table discloses information regarding outstanding and exercisable options and warrants at December 31, 2016: Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.004 30,500,000 $ 0.004 4.62 - $ - $ 0.013 4,000,000 0.013 4.80 - - Total 34,500,000 $ 0.005 4.65 - $ - |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows: December 31, 2016 Expected term of options granted 5 years Expected volatility 409-425 % Risk-free interest rate 1.14–1.24 % Expected dividend yield 0 % The Company recognized stock option expense of $17,208 and $0 during the three months ended December 31, 2016 and 2015, respectively. |
NATURE OF ACTIVITIES AND CONT25
NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS (Details Narrative) - shares | Jun. 01, 2016 | Dec. 31, 2016 | Oct. 19, 2016 | Sep. 17, 2015 |
Purchased shares | 28,811,933 | |||
Common Stock | Mr. Waldrop and Ms. Glauser [Member] | ||||
Issuance of shares | 254,188,067 | |||
Individually owed shares | 127,500,000 | |||
Common Stock | WB Partners [Member] | ||||
Ownership | 5.00% | |||
Series B Preferred Stock | Mr. Waldrop and Ms. Glauser [Member] | ||||
Issuance of shares | 5,000,000 | |||
Individually owed shares | 2,500,000 | |||
CR Labs [Member] | Common Stock | ||||
Issuance of shares | 40,000,000 | |||
Exchange shares | 80.00% | |||
EVIO Inc [Member] | Common Stock | ||||
Common stock purchase agreement | 80.00% | |||
Greenhaus Analytical Labs, LLC [Member] | ||||
Issuance of shares | 460,000 | |||
Ownership | 100.00% | |||
Greenhaus Analytical Labs, LLC [Member] | Common Stock | ||||
Ownership | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 |
Liabilities | ||
Derivative financial instruments | $ 190,280 | $ 775,246 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Derivative financial instruments | ||
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Derivative financial instruments | ||
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Derivative financial instruments | $ 190,280 | $ 775,246 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Dec. 31, 2016USD ($) |
Summary Of Significant Accounting Policies Details Narrative | |
Voting equity interests | 50.00% |
Accumulated amortization | $ 31,178 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 |
ASSETS ACQUIRED: | ||
PREPAID EXPENSES | $ 12,176 | |
GOODWILL | 2,415,057 | $ 1,415,408 |
Greenhaus Analytical Labs, LLC [Member] | ||
ASSETS ACQUIRED: | ||
CASH | 13,070 | |
ACCOUNT RECEIVABLE | 21,767 | |
PREPAID EXPENSES | 300 | |
SECURITY DEPOSITS | 700 | |
PROPERTY PLANT AND EQUIPMENT | 81,311 | |
LICENSE | 132,668 | |
CUSTOMER LIST | 43,562 | |
GOODWILL | 800,000 | |
TOTAL ASSETS ACQUIRED | 1,093,378 | |
ACCOUNTS PAYABLE | (73,866) | |
RELATED PARTY PAYABLES | (194,512) | |
NOTES PAYABLE | (25,000) | |
TOTAL LIABILITIES ASSUMED | (293,378) | |
NET ASSETS ACQUIRED FROM ACQUISITIONS | 800,000 | |
Green Style Consulting, LLC [Member] | ||
ASSETS ACQUIRED: | ||
PROPERTY PLANT AND EQUIPMENT | 19,300 | |
CUSTOMER LIST | 61,051 | |
GOODWILL | 199,649 | |
TOTAL ASSETS ACQUIRED | 280,000 | |
TOTAL LIABILITIES ASSUMED | ||
NET ASSETS ACQUIRED FROM ACQUISITIONS | $ 280,000 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | ||
Testing services | $ 568,578 | $ 39,638 |
Consulting services | 99,878 | 131,086 |
Total Revenue | 668,456 | 170,724 |
Cost of revenue | ||
Consulting services | 12,500 | 37,534 |
Total cost of revenue | 590,079 | 138,430 |
Operating expenses | ||
Selling, general and administrative | 435,158 | 123,809 |
Depreciation and amortization | 34,535 | 12,030 |
Other expense | ||
Interest expense | (323,422) | (51,753) |
Loss on disposal of assets | 719 | |
(Loss) gain on change in fair market value of derivative liabilities | 106,243 | (86,413) |
Net Loss | (820,981) | (69,604) |
Proforma [Member] | ||
Revenues | ||
Testing services | 608,774 | 71,142 |
Consulting services | 99,878 | 131,086 |
Total Revenue | 708,652 | 202,228 |
Cost of revenue | ||
Testing services | 596,813 | 123,732 |
Consulting services | 12,500 | 37,534 |
Total cost of revenue | 609,313 | 161,266 |
Gross margin | 99,339 | 40,962 |
Operating expenses | ||
Selling, general and administrative | 439,259 | 156,535 |
Depreciation and amortization | 28,660 | 12,030 |
Total operating expenses | 467,919 | 168,565 |
Loss from Operations | (368,580) | (127,603) |
Other expense | ||
Interest expense | (323,878) | (52,775) |
Loss on disposal of assets | (719) | |
(Loss) gain on change in fair market value of derivative liabilities | (106,243) | 86,413 |
Total other income (expense) | (430,121) | 32,919 |
Net Loss | $ (798,701) | $ (94,684) |
ACQUISITIONS (Details 2)
ACQUISITIONS (Details 2) | Dec. 31, 2016USD ($) |
Acquisitions Details 2 | |
2,017 | $ 101,723 |
2,018 | 135,630 |
2,019 | 135,630 |
2,020 | 135,630 |
2,021 | 93,455 |
Thereafter | 3,955 |
Total | $ 606,023 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | |
Oct. 26, 2016 | Oct. 19, 2016 | |
Greenhaus Analytical Labs, LLC [Member] | ||
Ownership | 100.00% | |
Issuance of shares | 460,000 | |
Preferred stock, valued | $ 460,000 | |
Issuance of promissory note | 340,000 | |
Transaction cost | $ 800,000 | |
Green Style Consulting, LLC [Member] | ||
Issuance of shares | 210,000 | |
Preferred stock, valued | $ 210,000 | |
Issuance of promissory note | 50,000 | |
Transaction cost | 280,000 | |
Cash payment | $ 20,000 | |
Purchase agreement | the Company has agreed to pay the sellers 20% of Evio California, Inc. s net profits effective November 1, 2016 for a period of three years ending October 31, 2019 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Nov. 01, 2016 | Jun. 01, 2016 | Oct. 19, 2016 | May 24, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Notes Payable - Related Party, less Current Portion | $ 1,408,412 | $ 876,751 | |||||
Chief Operating Officer [Member] | |||||||
Borrowed amount | 96,000 | ||||||
Company repaid | 4,295 | ||||||
Related Party Transactions due amount | $ 91,705 | 91,705 | |||||
Interest rate | 0.00% | ||||||
Newport Commercials Advisors [Member] | |||||||
Management consulting services | $ 14,548 | $ 21,400 | |||||
Chief Executive Officer [Member] | |||||||
Borrowed amount | 80,000 | ||||||
Related Party Transactions due amount | 80,000 | ||||||
Eric Ezrine, CR Labs, President [Member] | |||||||
Borrowed amount | 44,500 | ||||||
Company repaid | 4,000 | ||||||
Related Party Transactions due amount | $ 9,695 | 13,269 | |||||
Interest rate | 0.00% | ||||||
Management consulting services | $ 40,500 | 44,500 | |||||
Current Portion - Notes Payable - Related Party | 3,574 | ||||||
Sara Lausmann [Member] | |||||||
Borrowed amount | $ 972,500 | ||||||
Company repaid | $ 13,808 | ||||||
Interest rate | 5.00% | ||||||
Management consulting services | $ 22,642 | 13,521 | |||||
Total amount owed | 723,776 | 737,584 | |||||
Current Portion - Notes Payable - Related Party | 23,776 | 37,584 | |||||
Notes Payable - Related Party, less Current Portion | $ 700,000 | 700,000 | |||||
Series C Convertible Preferred Stock, Shares Issued | 200,000 | ||||||
Preferred Stock value | $ 80,000 | ||||||
Short-term loan | 72,500 | ||||||
Long-term note | $ 700,000 | ||||||
Anthony Smith [Member] | |||||||
Borrowed amount | $ 636,000 | ||||||
Percentage owned | 80.00% | ||||||
Company repaid | $ 25,000 | ||||||
Interest rate | 5.00% | ||||||
Management consulting services | $ 8,859 | 5,155 | |||||
Total amount owed | $ 286,000 | $ 311,000 | |||||
Series C Convertible Preferred Stock, Shares Issued | 300,000 | 300,000 | |||||
Preferred Stock value | $ 135,000 | $ 135,000 | |||||
Short-term loan | 336,000 | 336,000 | |||||
Henry Grimmett [Member] | |||||||
Borrowed amount | $ 194,512 | ||||||
Company repaid | 11,100 | 25,000 | |||||
Related Party Transactions due amount | $ 183,412 | ||||||
Interest rate | 0.00% | ||||||
Short-term loan | $ 100,000 | ||||||
Long-term note | $ 83,412 | ||||||
Greenhaus Analytical Services, LLC [Member] | |||||||
Interest rate | 6.00% | ||||||
Management consulting services | $ 4,248 | ||||||
Current Portion - Notes Payable - Related Party | $ 340,000 | ||||||
Maturity date | Oct. 16, 2020 | ||||||
Issuance of promissory note | $ 340,000 | ||||||
Green Style Consulting, LLC [Member] | |||||||
Company repaid | $ 1,000 | ||||||
Interest rate | 5.00% | ||||||
Management consulting services | $ 411 | ||||||
Current Portion - Notes Payable - Related Party | $ 50,000 | ||||||
Maturity date | Oct. 31, 2018 | ||||||
Issuance of promissory note | $ 49,000 | ||||||
Chief Science Officer [Member] | |||||||
Borrowed amount | 16,200 | ||||||
Company repaid | 3,000 | ||||||
Total amount owed | $ 13,200 | $ 16,200 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Sep. 30, 2016 | |
Common shares issued for cash proceeds, Amount | $ 46,473 | |
Common shares issued for cash proceeds, Shares | 6,087,500 | |
Common shares issued for equity incentive plan, Amount | $ 46,473 | |
Common shares issued for equity incentive plan, Shares | 6,087,500 | |
Common shares issued for services valued, Amount | $ 149,716 | $ 138,447 |
Common shares issued for services valued, Shares | 7,976,150 | 42,827,010 |
Conversion of Convertible note and accrued interest into common stock, Shares | 2,425,603 | 1,468,582 |
Conversion of Convertible note and accrued interest into common stock, Amount | $ 14,006 | $ 4,135 |
Common stock, shares issued | 946,192,800 | 850,064,268 |
Common stock, shares outstanding | 946,192,800 | 850,064,268 |
Convertible Notes Payable [Member] | ||
Debt conversion converted instrument shares issued | 41,851,494 | 401,032,581 |
Debt conversion original amount | $ 302,450 | $ 207,367 |
Series A Preferred Stock | ||
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, Shares Authorized | 1,840,000 | 1,840,000 |
Convertible Preferred Stock, Shares Issued | 0 | 1,840,000 |
Convertible Preferred Stock, Shares Outstanding | 0 | 1,840,000 |
Common Stock issued | 500,000,000 | |
Common Stock outstanding | 500,000,000 | |
Convertible preferred stock, terms of conversion | Conversion at the Option of the Holder. From 12 months from the date of issuance, each holder of shares of Series A Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series A Preferred Stock into fully paid and nonassessable shares of Common Stock at a rate equal to 4.9% of the Common Stock | |
Convertible preferred stock, conversion rate | 13.24 | |
Conversion price description | For a period of 18 months after the Preferred is convertible, the conversion price of the Series A Preferred will be subject to adjustment to prevent dilution in the event that the Company issues additional shares at a purchase price less than the applicable conversion price | |
Preferred stock designated shares | 1,850,000 | |
stock conversion converted instrument shares issued | 43,875,385 | |
Voting right description | Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to one hundred (100) Common Shares | |
Series B Preferred Stock | ||
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Convertible Preferred Stock, Shares Issued | 5,000,000 | 5,000,000 |
Convertible Preferred Stock, Shares Outstanding | 5,000,000 | 5,000,000 |
Fully paid and nonassessable shares of Common Stock | 100 | |
Issuance of Common Stock | 100 | |
Preferred stock designated shares | 5,000,000 | |
Series C Preferred Stock | ||
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Convertible Preferred Stock, Shares Issued | 500,000 | 500,000 |
Convertible Preferred Stock, Shares Outstanding | 500,000 | 500,000 |
Fully paid and nonassessable shares of Common Stock | 500 | |
Issuance of Common Stock | 10,000 | |
Preferred stock designated shares | 500,000 | |
Liquidation preference | $ 1 | |
Voting right description | Each holder of outstanding shares of Series C Preferred Stock shall be entitled to the number of votes equal to five hundred (500) Common Shares | |
Series C Preferred Stock | Smith Scientific Industries, Inc. [Member] | ||
Convertible Preferred Stock, Shares Issued | 300,000 | |
Series C Preferred Stock | Oregon Analytical Services [Member] | ||
Convertible Preferred Stock, Shares Issued | 200,000 | |
Series D Preferred Stock | ||
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Convertible Preferred Stock, Shares Issued | 832,500 | 48,000 |
Convertible Preferred Stock, Shares Outstanding | 832,500 | 48,000 |
Fully paid and nonassessable shares of Common Stock | 250 | |
Issuance of Common Stock | 50,000 | |
Shares issued for cash | 114,500 | 48,000 |
Convertible Preferred Stock for cash proceeds | $ 114,500 | $ 48,000 |
Common shares issued for acquisition, Amount | $ 670,000 | |
Common shares issued for acquisition, Shares | 670,000 | |
Preferred stock designated shares | 1,000,000 | |
Liquidation preference | $ 1 | |
Voting right description | Each holder of outstanding shares of Series D Preferred Stock shall be entitled to the number of votes equal to two hundred fifty (250) Common Shares | |
Common stock shares issuable upon conversion, Minimum | 50,000 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 |
Loan Payable | $ 45,688 | $ 77,375 |
Less: current portion of loans payable | 45,688 | 77,375 |
Long-term portion of loans payable | ||
Loans Payable [Member] | ||
Loan Payable | 23,188 | 49,875 |
Loans Payable One [Member] | ||
Loan Payable | $ 22,500 | $ 27,500 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) | 1 Months Ended | ||||
Jul. 22, 2016USD ($)Number | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | May 24, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt discount | $ 33,130 | $ 121,496 | |||
Loans Payable [Member] | |||||
Accrued interest | $ 1,998 | $ 638 | |||
Purchase and Sale of Future Receivables agreement [Member] | |||||
loan payable | $ 50,000 | ||||
Number of payments | Number | 160 | ||||
Debt instrument periodic payment | Daily | ||||
Debt instrument periodic payment | $ 438 | ||||
Loan payable including interest | 70,000 | ||||
Debt discount | $ 20,000 | ||||
Promissory note | $ 27,500 | ||||
Interest rate | 5.00% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | Mar. 21, 2016 | |
Principal amount | $ 153,300 | $ 379,100 | |
Unamortized Debt Discount | (33,130) | (121,496) | |
Carrying Value | 120,170 | 257,604 | |
Accrued Interest | $ 3,867 | $ 8,029 | |
Noteholder 1 [Member] | |||
Issue Date | Aug. 26, 2016 | May 17, 2016 | |
Due Date | Aug. 26, 2017 | May 18, 2017 | |
Principal amount | $ 76,650 | $ 76,650 | |
Unamortized Debt Discount | (4,336) | (5,867) | |
Carrying Value | 72,314 | 70,783 | |
Accrued Interest | $ 2,137 | $ 2,268 | |
Noteholder 1 One [Member] | |||
Issue Date | Aug. 26, 2016 | ||
Due Date | Aug. 26, 2017 | ||
Principal amount | $ 76,650 | ||
Unamortized Debt Discount | (6,650) | ||
Carrying Value | 70,000 | ||
Accrued Interest | 588 | ||
Noteholder 2 Two [Member] | |||
Issue Date | May 22, 2016 | ||
Due Date | May 23, 2017 | ||
Principal amount | 45,000 | ||
Unamortized Debt Discount | |||
Carrying Value | 45,000 | ||
Accrued Interest | $ 1,282 | ||
Noteholder 3 Three [Member] | |||
Issue Date | Sep. 19, 2016 | Mar. 20, 2016 | |
Due Date | May 19, 2017 | Mar. 21, 2017 | |
Principal amount | $ 76,650 | $ 27,500 | $ 27,500 |
Unamortized Debt Discount | (28,794) | (12,959) | |
Carrying Value | 47,856 | 14,541 | |
Accrued Interest | $ 1,730 | $ 1,454 | |
Noteholder 3 Four [Member] | |||
Issue Date | May 18, 2016 | ||
Due Date | May 19, 2017 | ||
Principal amount | $ 76,650 | ||
Unamortized Debt Discount | (48,510) | ||
Carrying Value | 28,140 | ||
Accrued Interest | $ 2,252 | ||
Noteholder 3 Five [Member] | |||
Issue Date | Sep. 19, 2016 | ||
Due Date | May 19, 2017 | ||
Principal amount | $ 76,650 | ||
Unamortized Debt Discount | (47,510) | ||
Carrying Value | 29,140 | ||
Accrued Interest | $ 185 |
CONVERTIBLE NOTES PAYABLE (De37
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Sep. 19, 2016 | Aug. 26, 2016 | May 23, 2016 | May 19, 2016 | May 17, 2016 | Mar. 21, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | |
Convertible promissiory note principal amount | $ 153,300 | $ 379,100 | ||||||
Noteholder 2 Two [Member] | ||||||||
Convertible promissiory note principal amount | 45,000 | |||||||
Debt conversion converted instrument shares issued | 3,334,387 | |||||||
Description for prepayment of note | The Company may prepay the note during the first 90 days it is outstanding for a sum of 115% of the unpaid principal and accrued interest outstanding and within the next 90 days at a rate of 130% of the unpaid principal and accrued interest outstanding. | |||||||
Noteholder 3 Three [Member] | ||||||||
Convertible promissiory note principal amount | $ 27,500 | $ 76,650 | 27,500 | |||||
Discount on convertible promissiory note | 2,500 | |||||||
Cash proceeds from convertible promissiory note | $ 25,000 | |||||||
Annual interest rate | 10.00% | |||||||
Maturity date of note | Mar. 21, 2017 | |||||||
Description of conversion of note payable | The Note, together with accrued interest at the annual rate of 10%, is due on March 21, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty-five prior trading days including the date of conversion | |||||||
Noteholder 1 [Member] | ||||||||
Convertible promissiory note principal amount | $ 76,650 | |||||||
Discount on convertible promissiory note | 6,650 | |||||||
Cash proceeds from convertible promissiory note | $ 70,000 | |||||||
Annual interest rate | 8.00% | |||||||
Maturity date of note | Aug. 26, 2017 | |||||||
Description of conversion of note payable | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||
Noteholder 1 [Member] | August 26, 2016 [Member] | ||||||||
Convertible promissiory note principal amount | 76,650 | 76,650 | ||||||
Accrued interest on note | 2,137 | 588 | ||||||
Noteholder 1 [Member] | Transaction 1 [Member] | ||||||||
Convertible promissiory note principal amount | $ 76,650 | |||||||
Discount on convertible promissiory note | 6,650 | |||||||
Cash proceeds from convertible promissiory note | $ 70,000 | |||||||
Annual interest rate | 8.00% | |||||||
Maturity date of note | May 18, 2017 | |||||||
Description of conversion of note payable | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||
Noteholder 1 [Member] | Transaction 1 [Member] | May 17, 2016 [Member] | ||||||||
Convertible promissiory note principal amount | 0 | 76,650 | ||||||
Accrued interest on note | $ 0 | 2,268 | ||||||
Debt conversion converted instrument shares issued | 11,157,314 | |||||||
Noteholder 1 [Member] | Transaction 2 [Member] | ||||||||
Convertible promissiory note principal amount | $ 76,650 | |||||||
Discount on convertible promissiory note | 6,650 | |||||||
Cash proceeds from convertible promissiory note | $ 70,000 | |||||||
Annual interest rate | 8.00% | |||||||
Maturity date of note | May 18, 2017 | |||||||
Description of conversion of note payable | The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion | |||||||
Noteholder 1 [Member] | Transaction 2 [Member] | May 17, 2016 [Member] | ||||||||
Convertible promissiory note principal amount | $ 0 | 0 | ||||||
Accrued interest on note | $ 0 | 0 | ||||||
Debt conversion converted instrument shares issued | 7,164,083 | |||||||
Noteholder 2 Two [Member] | ||||||||
Convertible promissiory note principal amount | $ 45,000 | $ 0 | 45,000 | |||||
Cash proceeds from convertible promissiory note | $ 45,000 | |||||||
Annual interest rate | 8.00% | |||||||
Accrued interest on note | 0 | 1,282 | ||||||
Maturity date of note | May 23, 2017 | |||||||
Description of conversion of note payable | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 72% of the lowest trade price of the Company's common stock for the ten prior trading days including the date of conversion. | |||||||
Convertible promissory note [Member] | March 21, 2016 [Member] | Noteholder 3 Three [Member] | ||||||||
Convertible promissiory note principal amount | 0 | 27,500 | ||||||
Accrued interest on note | $ 0 | 1,454 | ||||||
Debt conversion converted instrument shares issued | 9,885,621 | |||||||
Description for prepayment of note | The Company may prepay the note during the first 180 days it is outstanding at a graduated scale of 100% of the principal amount if repaid within 30 days from issuance; 110% of the principal during the next 30 days; 120% of the principal during the next 30 days; 130% of the principal during the next 30 days; 140% of the principal during the next 30 days and 150% of the principal during the next 30 days. The note may not be prepaid after 180 days without the expressed written consent of the noteholder | |||||||
Convertible promissory note [Member] | May 19, 2016 [Member] | Noteholder 3 Three [Member] | ||||||||
Convertible promissiory note principal amount | $ 0 | 76,650 | ||||||
Accrued interest on note | $ 0 | 2,252 | ||||||
Description for prepayment of note | The Company may prepay the note during the first 180 days it is outstanding at a rate of 115% of the outstanding principal amount during the first 90 days from issuance and 135% of the principal amount during the next 90 days. The note may not be prepaid without the consent of the noteholder after 180 days. | |||||||
Convertible promissory note [Member] | September 19, 2016 [Member] | Noteholder 3 Three [Member] | ||||||||
Convertible promissiory note principal amount | $ 76,650 | 76,650 | ||||||
Accrued interest on note | $ 1,730 | $ 185 | ||||||
Description for prepayment of note | The Company may prepay the note during the first 180 days it is outstanding at a rate of 115% of the outstanding principal amount during the first 90 days from issuance and 135% of the principal amount during the next 90 days. | |||||||
Noteholder 3 Three [Member] | ||||||||
Convertible promissiory note principal amount | $ 76,650 | $ 76,650 | ||||||
Discount on convertible promissiory note | 6,650 | 6,650 | ||||||
Amount paid to third party | 7,000 | |||||||
Cash proceeds from convertible promissiory note | $ 63,000 | $ 70,000 | ||||||
Annual interest rate | 8.00% | |||||||
Maturity date of note | May 19, 2017 | May 19, 2017 | ||||||
Description of conversion of note payable | The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Sep. 30, 2016 | |
Beginning Balance | $ 775,246 | |
Ending Balance | 190,280 | $ 775,246 |
Derivative Liability [Member] | ||
Beginning Balance | 775,246 | 200,460 |
Initial measurement of derivative liabilities | 486,014 | 634,862 |
Change in fair market value | (181,471) | 1,014,678 |
Write off due to conversion | (889,509) | (1,074,754) |
Ending Balance | $ 190,280 | $ 775,246 |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - USD ($) | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total derivative expense (gain) | $ 106,243 | $ (86,413) |
Derivative Liability [Member] | ||
Day one loss due to derivatives on convertible debt | 287,714 | |
Change in fair value of derivatives | (181,471) | (86,413) |
Total derivative expense (gain) | $ 106,243 | $ (86,413) |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Derivative liability | $ 190,280 | $ 775,246 | |
Loss on change in fair market value of derivative liabilities | (106,243) | $ 86,413 | |
Convertible Notes Payable Six [Member] | |||
Loss on change in fair market value of derivative liabilities | 0 | ||
Convertible Promissory Notes | $ 45,000 | ||
Maturity date | May 23, 2017 | ||
Interest rate | 8.00% | ||
Discounted rate | 28.00% | ||
Aggregate fair value | $ 69,650 | ||
Debt discount | 45,000 | ||
Change in fair value of derivatives | 8,260 | ||
Derivative liability due to conversion | $ 61,390 | ||
Dividend yield | 0.00% | ||
Expected volatility rate | 253.00% | ||
Risk-free interest rate | 0.63% | ||
Expected life | 5 months 16 days | ||
Estimated fair value per share | $ 0.0264 | ||
Fair value at initial measurement of derivative liability | $ 24,650 | ||
Convertible Notes Payable Five [Member] | |||
Loss on change in fair market value of derivative liabilities | 0 | ||
Convertible Promissory Notes | $ 76,500 | ||
Maturity date | May 18, 2017 | ||
Interest rate | 8.00% | ||
Discounted rate | 45.00% | ||
Aggregate fair value | $ 136,874 | ||
Debt discount | 76,650 | ||
Change in fair value of derivatives | 31,054 | ||
Derivative liability due to conversion | $ 105,820 | ||
Dividend yield | 0.00% | ||
Expected volatility rate | 245.00% | ||
Risk-free interest rate | 0.66% | ||
Expected life | 5 months 5 days | ||
Estimated fair value per share | $ 0.0209 | ||
Fair value at initial measurement of derivative liability | $ 60,224 | ||
Convertible Notes Payable Four [Member] | |||
Loss on change in fair market value of derivative liabilities | 0 | ||
Convertible Promissory Notes | $ 76,500 | ||
Maturity date | May 18, 2017 | ||
Interest rate | 8.00% | ||
Discounted rate | 45.00% | ||
Aggregate fair value | $ 279,490 | ||
Debt discount | 76,650 | ||
Change in fair value of derivatives | 22,645 | ||
Derivative liability due to conversion | $ 256,845 | ||
Dividend yield | 0.00% | ||
Expected volatility rate | 260.00% | ||
Risk-free interest rate | 0.63% | ||
Expected life | 5 months 23 days | ||
Estimated fair value per share | $ 0.0285 | ||
Fair value at initial measurement of derivative liability | $ 202,840 | ||
Convertible Notes Payable Three [Member] | |||
Loss on change in fair market value of derivative liabilities | 190,280 | ||
Convertible Promissory Notes | $ 76,500 | ||
Maturity date | May 19, 2017 | ||
Interest rate | 8.00% | ||
Discounted rate | 50.00% | ||
Aggregate fair value | $ 255,582 | ||
Debt discount | 70,000 | ||
Change in fair value of derivatives | 135,548 | ||
Derivative liability due to conversion | $ 763,216 | ||
Dividend yield | 0.00% | ||
Expected volatility rate | 170.00% | ||
Risk-free interest rate | 0.62% | ||
Expected life | 4 months 17 days | ||
Estimated fair value per share | $ 0.028 | ||
Fair value at initial measurement of derivative liability | $ 185,582 | ||
Convertible Notes Payable Two [Member] | |||
Loss on change in fair market value of derivative liabilities | 0 | ||
Convertible Promissory Notes | $ 76,500 | ||
Maturity date | May 19, 2017 | ||
Interest rate | 8.00% | ||
Discounted rate | 50.00% | ||
Aggregate fair value | $ 166,260 | ||
Debt discount | 70,000 | ||
Change in fair value of derivatives | 39,489 | ||
Derivative liability due to conversion | $ 286,339 | ||
Dividend yield | 0.00% | ||
Expected volatility rate | 260.00% | ||
Risk-free interest rate | 0.63% | ||
Expected life | 5 months 27 days | ||
Estimated fair value per share | $ 0.0285 | ||
Fair value at initial measurement of derivative liability | $ 96,260 | ||
Convertible Notes Payable One [Member] | |||
Loss on change in fair market value of derivative liabilities | 0 | ||
Convertible Promissory Notes | $ 27,500 | ||
Maturity date | Mar. 21, 2017 | ||
Interest rate | 8.00% | ||
Discounted rate | 50.00% | ||
Aggregate fair value | $ 36,769 | ||
Debt discount | 25,000 | ||
Change in fair value of derivatives | 55,525 | ||
Derivative liability due to conversion | $ 179,115 | ||
Dividend yield | 0.00% | ||
Expected volatility rate | 279.00% | ||
Risk-free interest rate | 0.48% | ||
Expected life | 5 months 16 days | ||
Estimated fair value per share | $ 0.0221 | ||
Fair value at initial measurement of derivative liability | $ 11,769 | ||
Convertible Notes Payable [Member] | |||
Derivative liability | 190,280 | $ 775,246 | |
Loss on change in fair market value of derivative liabilities | $ (106,243) | $ 86,413 |
INDUSTRY SEGMENTS (Details)
INDUSTRY SEGMENTS (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 668,456 | $ 170,724 |
Corporate [Member] | ||
Revenue | ||
Segment gain (loss) from operations | (215,342) | |
Total assets | 50,562 | |
Capital expenditures | ||
Depreciation and amortization | ||
Consulting Services [Member] | ||
Revenue | 99,878 | 131,086 |
Segment gain (loss) from operations | 12,365 | (81,070) |
Total assets | 143,370 | 648,206 |
Capital expenditures | 1,038 | |
Depreciation and amortization | 5,974 | 9,293 |
Testing Services [Member] | ||
Revenue | 568,578 | 39,638 |
Segment gain (loss) from operations | (188,339) | (22,475) |
Total assets | 3,684,608 | 59,498 |
Capital expenditures | (25,276) | 9,253 |
Depreciation and amortization | 46,863 | 2,737 |
Total Consolidated [Member] | ||
Revenue | 668,456 | 170,724 |
Segment gain (loss) from operations | (391,316) | (103,545) |
Total assets | 3,878,540 | 707,704 |
Capital expenditures | (26,314) | 9,253 |
Depreciation and amortization | $ 52,837 | $ 12,030 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) | 3 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of Options | |
Number of options outstanding, beginning | shares | 31,500,000 |
Number of Options, Granted | shares | 4,000,000 |
Number of Options, Exercised | shares | |
Number of Options, Forfeited | shares | (1,000,000) |
Number of Options, Expired | shares | |
Number of options outstanding, ending | shares | 34,500,000 |
Weighted Average Exercise Price | |
Weighted average exercise price outstanding, beginning | $ / shares | $ 0.004 |
Weighted Average Exercise Price, Granted | $ / shares | 0.013 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | 0.004 |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted average exercise price outstanding, ending | $ / shares | $ 0.005 |
STOCK OPTIONS AND WARRANTS (D43
STOCK OPTIONS AND WARRANTS (Details 1) - $ / shares | 3 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Outstanding Number of Option Shares | 34,500,000 | 31,500,000 |
Outstanding Weighted Average Exercise Price | $ 0.005 | $ 0.004 |
Stock Options and Warrants [Member] | ||
Outstanding Number of Option Shares | 34,500,000 | |
Outstanding Weighted Average Exercise Price | $ 0.005 | |
Weighted Average Remaining Life (Years) | 4 years 7 months 24 days | |
Exercisable Number of Option Shares | ||
Exercisable Weighted Average Exercise Price | ||
0.004 [Member] | ||
Outstanding Number of Option Shares | 30,500,000 | |
Outstanding Weighted Average Exercise Price | $ 0.004 | |
Weighted Average Remaining Life (Years) | 4 years 7 months 13 days | |
Exercisable Number of Option Shares | ||
Exercisable Weighted Average Exercise Price | ||
0.013 [Member] | ||
Outstanding Number of Option Shares | 4,000,000 | |
Outstanding Weighted Average Exercise Price | $ 0.013 | |
Weighted Average Remaining Life (Years) | 4 years 9 months 18 days | |
Exercisable Number of Option Shares | ||
Exercisable Weighted Average Exercise Price |
STOCK OPTIONS AND WARRANTS (D44
STOCK OPTIONS AND WARRANTS (Details 2) | 3 Months Ended |
Dec. 31, 2016 | |
Expected term of options granted | 5 years |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected volatility | 409.00% |
Risk-free interest rate | 1.14% |
Maximum [Member] | |
Expected volatility | 425.00% |
Risk-free interest rate | 1.24% |
STOCK OPTIONS AND WARRANTS (D45
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options And Warrants Details Narrative | ||
Stock option expense | $ 17,208 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 02, 2017 | Apr. 19, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Convertible note payable | $ 120,171 | $ 257,605 | |||
Subsequent Event [Member] | |||||
Convertible note payable | $ 125,000 | ||||
Interest rate | 8.00% | ||||
Debt instrument term of conversion description | Company after six months from issuance at a rate equal to 65% (representing a 35% discount) of the lowest trading price in the fifteen trading days immediately prior to conversion. The note may be repaid by the Company during the first six months from issuance at a rate of 115% of the outstanding balance if repaid during the first 90 days and 135% of the outstanding balance if repaid after 90 day but before 180 days | ||||
Common stock for services | 2,000,000 | ||||
Cash proceeds | $ 20,000 | ||||
Maturity dates | Mar. 2, 2018 | ||||
Subsequent Event [Member] | Equity Incentive Program [Member] | |||||
Common stock for services | 3,750,000 | ||||
Common stock for services, value | $ 95,250 | ||||
Conversion of common shares | 525,000 | ||||
Conversion of common shares, value | $ 13,219 |