Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2019 | Oct. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | EVIO, INC. | |
Entity Central Index Key | 0000715788 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,288,776 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2019 | Sep. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 47,261 | $ 81,736 |
Accounts receivable, net of allowance of $445,887 and $414,475 | 122,783 | 234,178 |
Prepaid expenses | 131,982 | 45,940 |
Other current assets | 113,694 | 146,816 |
Note receivable, current portion | 100,000 | 100,000 |
Total current assets | 515,720 | 608,670 |
Right of use assets | 2,667,715 | |
Capital assets, net of accumulated depreciation of $229,343 and $123,854 | 1,057,748 | 411,241 |
Assets not in service | 455,540 | |
Land | 212,550 | 212,550 |
Property and equipment, net of accumulated depreciation of $897,746 and $520,437 | 3,623,541 | 3,525,772 |
Security deposits | 160,353 | 159,632 |
Note receivable | 1,200,000 | 1,200,000 |
Prepaid expenses | 120,108 | 63,582 |
Intangible assets, net of accumulated amortization of $506,944 and $318,816 | 1,463,217 | 1,680,569 |
Goodwill | 5,954,207 | 6,037,404 |
Total assets | 16,975,159 | 14,354,960 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,724,222 | 1,546,617 |
Client deposits | 206,686 | 363,211 |
Interest payable | 767,524 | 416,459 |
Capital lease obligation, current | 865,558 | 677,030 |
Derivative liability | 2,102,387 | 11,812,781 |
Convertible notes payable, net of discounts of $792,040 and $753,557, respectively | 2,978,319 | 1,678,265 |
Loans payable, current, net of discounts $0 and $119,000, respectively | 786,727 | 643,927 |
Total current liabilities | 10,431,423 | 6,506,787 |
Convertible debentures, net of discounts of $3,484,269 and $4,043,836, respectively | 1,698,731 | 1,153,164 |
Lease liabilities | 2,716,047 | |
Capital lease obligation, net of current | 173,854 | 148,433 |
Loans payable, net of current | 651,365 | 1,193,781 |
Convertible loans payable, related party, net of current | 61,263 | |
Loans payable, related party, net of current and discounts of $39,302 and $51,971 | 1,588,904 | 1,348,793 |
Total liabilities | 17,260,324 | 10,412,221 |
Stockholders' Equity: | ||
Common stock, $0.0001 par value. 1,000,000,000 authorized; 27,094,744 and 23,255,409 shares issued and outstanding at March 31, 2019 and September 30, 2018 | 2,709 | 2,326 |
Subscription Receivable | (406,000) | |
Additional paid-in capital | 24,278,682 | 21,495,621 |
Retained earnings (accumulated deficit) | (25,554,846) | (19,226,462) |
Accumulated other comprehensive income | (379,546) | (263,985) |
Total stockholders' equity | (2,058,416) | 2,008,105 |
Noncontrolling interest | 1,773,251 | 1,934,634 |
Total equity | (285,165) | 3,942,739 |
Total liabilities and stockholders' equity | 16,975,159 | 14,354,960 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock | 500 | 500 |
Total equity | 500 | 500 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock | 50 | 50 |
Total equity | 50 | 50 |
Series D Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock | 35 | 55 |
Total equity | $ 35 | $ 55 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2019 | Sep. 30, 2018 |
Allowance for accounts receivable | $ 445,887 | $ 414,475 |
Accumulated depreciation of capital assets | 229,343 | 123,854 |
Accumulated depreciation of property and equipment | 897,746 | 520,437 |
Accumulated amortization of intangible assets | 506,944 | 318,816 |
Discounts on convertible notes payable | 792,040 | 753,557 |
Discounts on loans payable | 0 | 119,000 |
Discounts on convertible debentures | 3,484,269 | 4,043,836 |
Discounts on loans payable related party | $ 39,302 | $ 51,971 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 27,094,744 | 23,255,409 |
Common stock, shares outstanding | 27,094,744 | 23,255,409 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 349,500 | 552,500 |
Preferred stock, shares outstanding | 349,500 | 552,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||||
Total revenues | $ 735,179 | $ 732,311 | $ 1,922,417 | $ 1,679,176 |
Cost of revenue | ||||
Depreciation and amortization | 321,846 | 55,706 | 612,304 | 84,819 |
Total cost of revenue | 1,157,042 | 798,388 | 2,461,470 | 1,534,651 |
Gross margin | (421,863) | (66,077) | (539,053) | 144,525 |
Operating expenses: | ||||
Selling, general and administrative | 1,223,662 | 2,213,094 | 2,702,302 | 3,033,369 |
Depreciation and amortization | 57,116 | 83,769 | 115,982 | 141,156 |
Total operating expenses | 1,280,778 | 2,296,863 | 2,836,284 | 3,174,525 |
Income (loss) from operations | (1,702,641) | (2,362,940) | (3,375,337) | (3,030,000) |
Other income (expense) | ||||
Interest income (expense), net | (692,419) | (1,102,537) | (2,457,297) | (1,387,188) |
Other income (expense) | (33,422) | (97,517) | ||
Gain (loss) on settlement of debt | (56,093) | |||
Gain (loss) on change in fair market value of derivative liabilities | (1,409,305) | 1,780,769 | (556,647) | 1,794,091 |
Total other income (expense) | (2,135,146) | 678,232 | (3,111,461) | 350,810 |
Income (loss) before income taxes | (3,837,787) | (1,684,708) | (6,486,798) | (2,679,190) |
Provision for income taxes (benefit) | 613 | 2,969 | ||
Net income (loss) | (3,838,400) | (1,684,708) | (6,489,767) | (2,679,190) |
Net income (loss) attributable to noncontrolling interest | 18,439 | (4,906) | (161,383) | (12,796) |
Net income (loss) attributable to EVIO, Inc. shareholders | $ (3,856,839) | $ (1,679,802) | $ (6,328,384) | $ (2,666,394) |
Basic and diluted earnings (loss) per common share | $ (0.16) | $ (0.11) | $ (0.25) | $ (0.20) |
Weighted-average number of common shares outstanding: Basic and diluted | 24,753,819 | 15,387,039 | 25,366,021 | 13,519,957 |
Comprehensive loss: | ||||
Net income (loss) | $ (3,838,400) | $ (1,684,708) | $ (6,489,767) | $ (2,679,190) |
Foreign currency translation adjustment | (115,561) | (115,561) | ||
Comprehensive income (loss) | (3,953,961) | (1,684,708) | (6,605,328) | (2,679,190) |
Testing [Member] | ||||
Revenues | ||||
Total revenues | 735,179 | 689,011 | 1,922,417 | 1,576,360 |
Cost of revenue | ||||
Cost of revenue for services | 835,186 | 664,182 | 1,849,166 | 1,360,840 |
Consulting [Member] | ||||
Revenues | ||||
Total revenues | 43,300 | 102,816 | ||
Cost of revenue | ||||
Cost of revenue for services | $ 78,500 | $ 88,992 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | |
Cash flows from operating activities of continuing operations: | |||||||
Net income (loss) | $ (3,838,400) | $ (2,651,397) | $ (1,684,708) | $ (994,482) | $ (6,489,767) | $ (2,679,190) | |
Amortization of debt discount | 1,951,983 | 1,199,159 | |||||
Common stock issued in exchange for fees and services | 240,501 | 254,720 | |||||
Depreciation and amortization | 57,116 | 83,769 | 115,982 | 141,156 | |||
Loss on disposal of assets | 64,095 | ||||||
Loss on settlement of accounts payable | 3,750 | ||||||
Loss on settlement of debt | 56,093 | ||||||
Provision for doubtful accounts | 35,333 | 3,067 | |||||
Stock based compensation | 395,850 | 1,234,415 | |||||
Unrealized (gain) loss on derivative liability | 556,647 | (1,794,091) | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 74,625 | 16,067 | |||||
Prepaid expenses | (142,911) | 77,954 | |||||
Other current assets | 33,122 | (52,647) | |||||
Security deposits | (722) | (451,323) | |||||
Operating lease right of use assets | 48,332 | ||||||
Accounts payable and accrued liabilities | 1,179,775 | (348,073) | |||||
Customer deposits and deferred revenues | (156,363) | (83,385) | |||||
Interest payable | 410,712 | 192,616 | |||||
Net cash provided by (used in) operating activities | (1,078,049) | (2,148,643) | |||||
Cash flows from investing activities: | |||||||
Cash consideration for acquisition of business | 20,468 | ||||||
Notes receivable | (39,987) | ||||||
Deposit, related party | (200,000) | ||||||
Purchase of fixed assets | (580,075) | (571,501) | |||||
Net cash provided by (used in) investing activities | (580,075) | (791,020) | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock, net of issuance costs | 186,000 | 508,000 | |||||
Proceeds from issuance of convertible debentures | 414,183 | 6,136,120 | |||||
Proceeds from issuance of convertible notes, net of issuance costs | 971,014 | ||||||
Proceeds from related party advances | 199,040 | ||||||
Repayments of capital leases | (93,050) | (22,347) | |||||
Repayments of loans payable | (18,617) | (605,348) | |||||
Repayments of related party loans payable | (27,151) | (176,528) | |||||
Net cash provided by (used in) financing activities | 1,631,419 | 5,839,897 | |||||
Effect of exchange rates on cash and cash equivalents | (7,769) | ||||||
Net increase (decrease) in cash and cash equivalents | (34,474) | 2,900,234 | |||||
Cash and cash equivalents at beginning of period | $ 81,735 | 121,013 | 81,735 | 121,013 | $ 121,013 | ||
Cash and cash equivalents at end of period | $ 47,261 | 3,021,247 | 47,261 | 3,021,247 | $ 81,735 | ||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest | 80,028 | ||||||
Cash paid for income taxes | |||||||
Supplemental disclosure of non-cash investing and financing activities: | |||||||
Conversion of convertible note and accrued interest into common stock | 708,089 | 730,485 | |||||
Reclassification of derivative liability to additional paid in capital | $ 601,139 | $ 281,315 | 882,454 | ||||
Settlement of account payable for common stock | 18,750 | ||||||
Common stock issued for settlement of note payable | 162,000 | ||||||
Common stock issued for settlement of related party note payable | 62,500 | ||||||
Common stock issued for subscription receivable | 406,000 | ||||||
Conversion of Series D Preferred stock to common stock | 70 | ||||||
Debt discount recorded on convertible notes and debentures payable upon initial measurement of derivative liability | 364,462 | 5,505,131 | |||||
Debt discounts recorded for original issue discounts on convertible debentures | 846,985 | 446,800 | |||||
Equipment financed through capital leases | 323,411 | 385,208 | |||||
Issuance of convertible notes payable and other obligations in connection with the acquisition of a business | 600,000 | ||||||
Sale and assumption of note payable and accrued interest | $ 556,658 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Common Stock [Member] | Stock Subscriptions Receivable [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Stockholders' Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning Balance at Sep. 30, 2017 | $ 500 | $ 50 | $ 83 | $ 1,073 | $ 7,657,982 | $ (7,592,371) | $ 67,317 | $ 158,124 | $ 225,441 | ||
Beginning Balance, shares at Sep. 30, 2017 | 5,000,000 | 500,000 | 832,500 | 10,732,922 | |||||||
Net income (loss) | (986,592) | (986,592) | (7,890) | (994,482) | |||||||
Change in foreign currency translation | |||||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock | $ (9) | $ 22 | (13) | ||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock, shares | (87,728) | 219,320 | |||||||||
Issuance of common stock in connection with sales made under private offerings | $ 125 | 497,875 | 498,000 | 498,000 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 1,245,000 | ||||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants | |||||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares | |||||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 2 | 6,562 | 6,564 | 6,564 | |||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 15,000 | ||||||||||
Issuance of common stock in exchange for consulting, professional and other services provided | $ 24 | 241,133 | 241,157 | 241,157 | |||||||
Issuance of common stock in exchange for consulting, professional and other services provided, shares | 239,750 | ||||||||||
Issuance of common stock in connection with the settlement of accounts payable | $ 4 | 18,746 | 18,750 | 18,750 | |||||||
Issuance of common stock in connection with the settlement of accounts payable, shares | 37,500 | ||||||||||
Issuance of common stock in connection with the settlement of notes payable | $ 32 | 161,968 | 162,000 | 162,000 | |||||||
Issuance of common stock in connection with the settlement of notes payable, shares | 324,000 | ||||||||||
Issuance of common stock in connection with the conversion of loans payable | $ 90 | 318,910 | 319,000 | 319,000 | |||||||
Issuance of common stock in connection with the conversion of loans payable, shares | 900,793 | ||||||||||
Issuance of common stock in connection with the conversion of related party notes payable | $ 13 | 62,487 | 62,500 | 62,500 | |||||||
Issuance of common stock in connection with the conversion of related party notes payable, shares | 125,000 | ||||||||||
Issuance of common stock in connection with the conversion of interest payable | $ 5 | 17,879 | 17,884 | 17,884 | |||||||
Issuance of common stock in connection with the conversion of interest payable, shares | 50,743 | ||||||||||
Common stock options issued under employee equity incentive plan | 72,587 | 72,587 | 72,587 | ||||||||
Reclassification of derivative liability to additional paid-in capital | 281,315 | 281,315 | 281,315 | ||||||||
Recognition of beneficial conversion features related to convertible debt instruments | |||||||||||
Acquisition of equity interests in subsidiaries | |||||||||||
Ending Balance at Dec. 31, 2017 | $ 500 | $ 50 | $ 74 | $ 1,390 | 9,337,431 | (8,578,963) | 760,482 | 150,234 | 910,716 | ||
Ending Balance, shares at Dec. 31, 2017 | 5,000,000 | 500,000 | 744,772 | 13,890,028 | |||||||
Beginning Balance at Sep. 30, 2017 | $ 500 | $ 50 | $ 83 | $ 1,073 | 7,657,982 | (7,592,371) | 67,317 | 158,124 | 225,441 | ||
Beginning Balance, shares at Sep. 30, 2017 | 5,000,000 | 500,000 | 832,500 | 10,732,922 | |||||||
Net income (loss) | (2,679,190) | ||||||||||
Change in foreign currency translation | |||||||||||
Reclassification of derivative liability to additional paid-in capital | 882,454 | ||||||||||
Ending Balance at Mar. 31, 2018 | $ 500 | $ 50 | $ 55 | $ 1,607 | 12,925,708 | (10,258,765) | 2,669,155 | 545,328 | 3,214,483 | ||
Ending Balance, shares at Mar. 31, 2018 | 5,000,000 | 500,000 | 552,500 | 16,068,505 | |||||||
Beginning Balance at Dec. 31, 2017 | $ 500 | $ 50 | $ 74 | $ 1,390 | 9,337,431 | (8,578,963) | 760,482 | 150,234 | 910,716 | ||
Beginning Balance, shares at Dec. 31, 2017 | 5,000,000 | 500,000 | 744,772 | 13,890,028 | |||||||
Net income (loss) | (1,679,802) | (1,679,802) | (4,906) | (1,684,708) | |||||||
Change in foreign currency translation | |||||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock | $ (19) | $ 48 | (29) | ||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock, shares | (192,272) | 480,680 | |||||||||
Issuance of common stock in connection with sales made under private offerings | $ 2 | 9,998 | 10,000 | 10,000 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 25,000 | ||||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants | |||||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares | |||||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 5 | 160,890 | 160,895 | 160,895 | |||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 45,000 | ||||||||||
Issuance of common stock in exchange for consulting, professional and other services provided | $ 1 | 38,251 | 38,252 | 38,252 | |||||||
Issuance of common stock in exchange for consulting, professional and other services provided, shares | 15,000 | ||||||||||
Issuance of common stock in connection with the settlement of accounts payable | |||||||||||
Issuance of common stock in connection with the settlement of accounts payable, shares | |||||||||||
Issuance of common stock in connection with the settlement of notes payable | |||||||||||
Issuance of common stock in connection with the settlement of notes payable, shares | |||||||||||
Issuance of common stock in connection with the conversion of loans payable | $ 97 | 384,118 | 384,215 | 384,215 | |||||||
Issuance of common stock in connection with the conversion of loans payable, shares | 968,857 | ||||||||||
Issuance of common stock in connection with the conversion of related party notes payable | |||||||||||
Issuance of common stock in connection with the conversion of related party notes payable, shares | |||||||||||
Issuance of common stock in connection with the conversion of interest payable | $ 2 | 9,384 | 9,386 | 9,386 | |||||||
Issuance of common stock in connection with the conversion of interest payable, shares | 23,669 | ||||||||||
Common stock options issued under employee equity incentive plan | 995,181 | 995,181 | 995,181 | ||||||||
Reclassification of derivative liability to additional paid-in capital | 601,139 | 601,139 | 601,139 | ||||||||
Issuance of common stock in satisfaction of debt issuances costs | $ 62 | 1,389,345 | 1,389,407 | 1,389,407 | |||||||
Issuance of common stock in satisfaction of debt issuances costs, shares | 620,271 | ||||||||||
Issuance of common stock in connection with the conversion of debentures | |||||||||||
Issuance of common stock in connection with the conversion of debentures, shares | |||||||||||
Recognition of beneficial conversion features related to convertible debt instruments | |||||||||||
Acquisition of equity interests in subsidiaries | 400,000 | 400,000 | |||||||||
Ending Balance at Mar. 31, 2018 | $ 500 | $ 50 | $ 55 | $ 1,607 | 12,925,708 | (10,258,765) | 2,669,155 | 545,328 | 3,214,483 | ||
Ending Balance, shares at Mar. 31, 2018 | 5,000,000 | 500,000 | 552,500 | 16,068,505 | |||||||
Beginning Balance at Sep. 30, 2018 | $ 500 | $ 50 | $ 55 | $ 2,326 | 21,495,621 | (19,226,462) | (263,985) | 2,008,105 | 1,934,634 | 3,942,739 | |
Beginning Balance, shares at Sep. 30, 2018 | 5,000,000 | 500,000 | 552,500 | 23,255,411 | |||||||
Net income (loss) | (2,596,659) | (2,596,659) | (54,738) | (2,651,397) | |||||||
Change in foreign currency translation | (179,822) | (179,822) | (179,822) | ||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock | $ (4) | $ 10 | (6) | (1) | (1) | ||||||
Issuance of common stock in connection with the conversion of Series D preferred stock, shares | (38,000) | 95,000 | |||||||||
Issuance of common stock in connection with sales made under private offerings | $ 20 | 105,980 | 106,000 | 106,000 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 200,000 | ||||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants | |||||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares | |||||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 5 | 35,870 | 35,875 | 35,875 | |||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 50,000 | ||||||||||
Issuance of common stock in exchange for consulting, professional and other services provided | $ 25 | 128,375 | 128,400 | 128,400 | |||||||
Issuance of common stock in exchange for consulting, professional and other services provided, shares | 250,000 | ||||||||||
Issuance of common stock in connection with the conversion of loans payable | $ 78 | 317,022 | 317,100 | 317,100 | |||||||
Issuance of common stock in connection with the conversion of loans payable, shares | 779,808 | ||||||||||
Issuance of common stock in connection with the conversion of interest payable | $ 1 | 2,987 | 2,988 | 2,988 | |||||||
Issuance of common stock in connection with the conversion of interest payable, shares | 10,163 | ||||||||||
Issuance of common stock in connection with the conversion of debentures | $ 67 | 387,933 | 388,000 | 388,000 | |||||||
Issuance of common stock in connection with the conversion of debentures, shares | 669,362 | ||||||||||
Issuance of common stock and common stock purchase warrants in satisfaction of debt issuances costs | 12,423 | 12,423 | 12,423 | ||||||||
Recognition of beneficial conversion features related to convertible debt instruments | 280,144 | 280,144 | 280,144 | ||||||||
Stock based compensation related to employee stock options | 169,922 | 169,922 | 169,922 | ||||||||
Ending Balance at Dec. 31, 2018 | $ 500 | $ 50 | $ 51 | $ 2,531 | 22,936,272 | (21,823,121) | (443,807) | 672,476 | 1,879,896 | 2,552,372 | |
Ending Balance, shares at Dec. 31, 2018 | 5,000,000 | 500,000 | 514,500 | 25,309,744 | |||||||
Beginning Balance at Sep. 30, 2018 | $ 500 | $ 50 | $ 55 | $ 2,326 | 21,495,621 | (19,226,462) | (263,985) | 2,008,105 | 1,934,634 | 3,942,739 | |
Beginning Balance, shares at Sep. 30, 2018 | 5,000,000 | 500,000 | 552,500 | 23,255,411 | |||||||
Net income (loss) | (6,489,767) | ||||||||||
Change in foreign currency translation | (115,561) | ||||||||||
Reclassification of derivative liability to additional paid-in capital | |||||||||||
Ending Balance at Mar. 31, 2019 | $ 500 | $ 50 | $ 35 | $ 2,709 | (406,000) | 24,278,682 | (25,554,846) | (379,546) | (2,058,416) | 1,773,251 | (285,165) |
Ending Balance, shares at Mar. 31, 2019 | 5,000,000 | 500,000 | 349,500 | 27,094,744 | |||||||
Beginning Balance at Dec. 31, 2018 | $ 500 | $ 50 | $ 51 | $ 2,531 | 22,936,272 | (21,823,121) | (443,807) | 672,476 | 1,879,896 | 2,552,372 | |
Beginning Balance, shares at Dec. 31, 2018 | 5,000,000 | 500,000 | 514,500 | 25,309,744 | |||||||
Net income (loss) | (3,731,725) | (3,731,725) | (106,645) | (3,838,400) | |||||||
Change in foreign currency translation | 64,261 | 64,261 | (115,561) | ||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock | $ (16) | $ 41 | (24) | 1 | 1 | ||||||
Issuance of common stock in connection with the conversion of Series D preferred stock, shares | (165,000) | 412,500 | |||||||||
Issuance of common stock in connection with sales made under private offerings | $ 20 | 79,980 | 80,000 | 80,000 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 200,000 | ||||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants | |||||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares | |||||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 4 | 19,496 | 19,500 | 19,500 | |||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 37,500 | ||||||||||
Issuance of common stock in exchange for consulting, professional and other services provided | $ 10 | 52,990 | 53,000 | 53,000 | |||||||
Issuance of common stock in exchange for consulting, professional and other services provided, shares | 100,000 | ||||||||||
Issuance of common stock and common stock purchase warrants in satisfaction of debt issuances costs | $ 2 | 46,675 | 46,677 | 46,677 | |||||||
Issuance of common stock and common stock purchase warrants in satisfaction of debt issuances costs, shares | 20,000 | ||||||||||
Issuance of common stock in connection with stock subscriptions received under private offerings | $ 101 | (406,000) | 405,899 | ||||||||
Issuance of common stock in connection with stock subscriptions received under private offerings, shares | 1,015,000 | ||||||||||
Recognition of beneficial conversion features related to convertible debt instruments | 566,841 | 566,841 | 566,841 | ||||||||
Stock based compensation related to employee stock options | 170,553 | 170,553 | 170,553 | ||||||||
Ending Balance at Mar. 31, 2019 | $ 500 | $ 50 | $ 35 | $ 2,709 | $ (406,000) | $ 24,278,682 | $ (25,554,846) | $ (379,546) | $ (2,058,416) | $ 1,773,251 | $ (285,165) |
Ending Balance, shares at Mar. 31, 2019 | 5,000,000 | 500,000 | 349,500 | 27,094,744 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation and Significant Accounting Policies | NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES EVIO, Inc., a Colorado corporation and its subsidiaries (“the Company”, “EVIO”, “EVIO Labs”, “we”, “us”, or “our”) provide analytical testing and advisory services to the developing legalized cannabis and hemp industries. The Company operates both corporate owned and licensed laboratories through-out North America. Our laboratories provide testing for both cannabis and hemp products at all our labs. Oregon: The Company operates two OLCC licensed and ORELAP accredited laboratories in Oregon. EVIO Labs Portland, located in Tigard, OR, is 100% owned by EVIO. EVIO Labs Medford, located in Central Point, OR is 80% owned by EVIO. California: The Company operates one BCC licensed and ISO 17025 accredited laboratory in Berkeley serving both the cannabis and hemp markets in the state and the hemp market nationwide. EVIO owns 90% of this company. Massachusetts: The Company is completing the relocation and re-accreditation of our laboratory in the state. Florida: The Company licenses its brand to Kaycha Holdings, which operates two ISO 17025 accredited laboratories in the state. Colorado: The Company licenses its brand to Kaycha Holdings, which operates one ISO 17025 accredited laboratory in the state. Canada: The Company operates one Health Canada licensed, GMP certified laboratory, in Edmonton, Alberta. EVIO owns 50% of this company. 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. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from consulting services, licensing agreements and testing of cannabis and hemp products for medicinal and adult-use consumption. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The Company’s services included in its contracts are distinct from one another. The Company determines the transaction price for each contract based on the consideration it expects to receive for the distinct services being provided under the contract. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the services provided. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the service. The Company recognizes revenue from testing services upon delivery of its testing results to the client. Customer orders for testing services are generally completed within two weeks of receiving the order. Consulting engagements may vary in length and scope, but will generally include the review and/or preparation of regulatory filings, business plans and financial models, operating plans, and technology support to customers within the same industry. Revenue from consulting services is recognized upon completion of deliverables as outlined in the consulting agreement. The Company recognizes revenue from right of use license agreements upon transfer of control of the functional intellectual property. In certain licensing agreements, the Company may receive royalty revenues based upon performance metrics which are recognized as earned over time. Foreign Currency Translation The functional currency of the Company’s subsidiary in Canada is the Canadian Dollar. The subsidiary’s assets and liabilities have been translated to U.S. Dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the average exchange rate for each period. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). Fair Value of Financial Instruments The Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Net Income (Loss) Per Share Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. There were 24,753,819 and 11,713,103 potentially dilutive common shares outstanding as of March 31, 2019 and 2018, respectively. Because of the net losses incurred during the six months ended March 31, 2019 and 2018, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from the diluted loss per share calculations. Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU 2017-04, “ Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption |
Going Concern
Going Concern | 6 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – 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 Company’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 Company’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 convertible debentures, convertible promissory notes, 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 Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Mar. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments | Note 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: ● 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 cash, accounts payable, and accrued liabilities. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of the Company’s debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair value of freestanding derivative instruments such as warrant and option derivatives are valued using the Black-Scholes simulation model. The Company’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 2,102,387 $ 2,102,387 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 31, 2018: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 1,181,278 $ 1,181,278 |
Leases
Leases | 6 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 4 –leases The Company determines if an arrangement is a lease at inception and has lease agreements for warehouses, office facilities, and equipment. These commitments have remaining non-cancelable lease terms, with lease expirations which range from 2020 to 2024. As a result of the adoption of ASC 842, certain real estate and equipment operating leases have been recorded on the balance sheet with a lease liability and right-of-use asset (“ROU”). Application of this standard resulted in the recognition of ROU assets of $2,667,715, net of accumulated amortization, and a corresponding lease liability of $2,828,361 at the October 1, 2018, date of adoption. Accounting for finance leases is substantially unchanged. Operating leases are included in operating lease ROU assets, operating lease obligations, current, and operating lease obligations, long term on the condensed consolidated balance sheets. Finance leases are included in property and equipment, finance lease obligations, short term, and finance lease obligations, long term, on the condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make scheduled lease payments. ROU assets and liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. The present value of lease payments is calculated using the incremental borrowing rate at lease commencement, which takes into consideration recent debt issuances as well as other applicable market data available. Amortization of lease assets is included in general and administrative expenses. The future minimum lease payments of lease liabilities as of March 31, 2019, are as follows: Year ended March 31, Operating Leases Financing Leases 2019 662,673 $ 404.795 2020 784,958 354,898 2021 525,852 340,025 2022 489,392 181,372 2023 323,356 204,812 Thereafter 27,911 4,977 Total lease payments 2,814,142 1,490,879 Less: Payments Made (225,192 ) (196,035 ) Total Lease Liabilities $ 2,478,950 $ 1,294,845 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – INTANGIBLE ASSETS The Company’s intangible assets consist of customer lists, testing licenses, favorable leases and websites. The components of intangible assets as of March 31, 2019 and September 30, 2018 consist of: March 31, 2019 September 30, 2018 Customer list $ 849,458 $ 865,672 License 503,000 503,000 Favorable lease 3,100 3,100 Domains & Websites 49,448 49,690 Non-compete agreements 181,538 184,563 Assembled Workforce 50,750 50,750 Intellectual Property 332,868 342,610 Total 1,970,162 1,999,385 Accumulated amortization (506,945 ) (318,815 ) Net value $ 1,463,217 $ 1,680,570 The Company estimates amortization to be recorded on existing intangible assets through the year ended September 30, 2030 to be: Amortization 2019 $ 193,959 2020 346,656 2021 307,469 2022 238,289 2023 197,765 2024 124,847 2025 44,097 2026 2,317 2027 2,317 2028 2,317 2029 2,317 2030 868 Total $ 1,463,217 |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | Note 6 – Concentration of Credit Risk Instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits, notes receivable and accounts receivable. As of March 31, 2019, the Company did not hold cash at any financial institution in excess of the amount insured by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000. As of both March 31, 2019 and September 30, 2018, the Company had a note receivable totaling $1,300,000 due from a single entity. Customer Concentrations During the six months ended March 31, 2019, there was no customers that represented over 10% of the Company’s revenues. During the six months ended March 31, 2018, no customer represented over 10% of the Company’s revenues. As of March 31, 2019, there was one customer who represented 32% of accounts receivable. As of May 31, 2018, there were no customers who represented more than 10% of accounts receivable. As of March 31, 2019, the Company had total accounts receivable net of allowances of $122,783. Three clients comprised a total of 36% of this balance as follows: Balance Percent of Total Customer 1 $ 180,000 32 % Customer 2 29,063 5 % Customer 3 22,740 4 % All others 325,034 58 % Total 556,837 100 % Allowance for doubtful accounts (434,054 ) Net accounts receivable $ 122,783 As of September 30, 2018, the Company had total accounts receivable, net of allowances, of $234,178. Three separate clients comprised a total of 36% of this balance as follows: Balance Percent of Total Customer 1 $ 180,000 27 % Customer 2 34,268 5 % Customer 3 27,317 4 % All others 427,680 64 % Total 669,265 100 % Allowance for doubtful accounts (417,610 ) Net accounts receivable $ 251,655 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed in the period incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets and the modified accelerated cost recovery system for federal income tax purposes. The estimated useful lives of depreciable assets are: Estimated Useful Lives Building 39 years Laboratory and Computer Equipment 5 years Furniture and Fixtures 7 years Software 3 years Domains 15 years The Company’s property and equipment consisted of the following as of March 31, 2019 and September 30, 2018: March 31, 2019 September 30, 2018 Assets Not-In-Service $ - $ 455,540 Capital Assets 1,287,091 535,095 Land 212,550 212,550 Buildings & Real Estate 941,857 937,450 Furniture and Equipment 187,602 189,459 Laboratory Equipment 2,651,312 2,468,141 Software 73,908 63,913 Leasehold Improvements 582,695 303,331 Vehicles 83,915 83,915 Total 6,020,931 5,249,394 Accumulated depreciation (1,127,091 ) (644,291 ) Net value $ 4,893,839 $ 4,605,103 During the six months ended March 31, 2019, the Company capitalized a total of $738,141 of equipment and depreciation expense of $230,454. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – Related Party Transactions During the six months ended March 31, 2019, the Company received loans from its Chief Operating Officer totaling $15,000 and made repayments totaling $1,040 leaving a balance due as of March 31, 2019 of $13,960. The advances are non-interest bearing and due on demand. There was $13,960 and $0 due as of March 31, 2019 and September 30, 2018 and is included in the accompanying consolidated balance sheets as a current portion of notes payable to related parties. During the six months ended March 31, 2019 the Company made payments to Sara Lausmann, associated with the asset purchase of Oregon Analytical Services, LLC, totaling $9,000. There was $571,299 and $580,299 of principal due as of March 31, 2019 and September 30, 2018, respectively. The note carries interest at a rate of 5% per annum and had accrued interest totaling $93,653 and $79,295 due as of March 31, 2019 and September 30, 2018, respectively. During the six months ended March 31, 2019, the Company made $12,000 in payments to Anthony Smith, our Chief Science Officer, associated with the purchase of 80% of Smith Scientific Industries. There was $224,000 and $236,000 of principal due as of March 31, 2019 and September 30, 2018, respectively. The note carries interest at a rate of 5% per annum and had accrued interest totaling $36,696 and $30,960 due as of March 31, 2019 and September 30, 2018, respectively. During the six months ended March 31, 2019, the Company made repayments to Henry Grimmett, prior Company Director (retired April 2018), on an outstanding loan from member assumed by the Company, totaling a note payable of Greenhaus Analytical Services, LLC, totaling $3,858.85. There was $113,554 and $117,412 of principal due as of March 31, 2019 and September 30, 2018, respectively. The note bears interest at 0% per annum and requires repayments of $25,000 quarterly. During the six months ended March 31, 2019, the Company made no payments to Henry Grimmett, prior Company Director (retired April 2018), associated with the acquisition of Greenhaus Analytical Services, LLC. 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 as of March 31, 2019 and September 30, 2018. Unamortized debt discount of $39,302 and $51,971 as of March 31, 2019 and September 30, 2018, respectively and $50,078 and $39,905 of accrued interest due as of March 31, 2019 and September 30, 2018, respectively. During the six months ended March 31, 2019, the Company received $119,937 from a related party associate with Keystone Labs and made repayment of $25,886, leaving balances due of $249,546 and $153,177 as of March 31, 2019 and September 30, 2018, respectively. Amounts have been adjusted for USD. The advances are non-interest bearing and due on demand and is included in the accompanying consolidated balance sheets as a current portion of notes payable to related parties. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 – STOCKHOLDERS’ EQUITY Series A Convertible Preferred Stock The Company has 0 shares of Series A Convertible Stock issued and outstanding as of March 31, 2019 and 2018. 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. The Company has 5,000,000 shares of Series B Convertible Stock issued and outstanding as of March 31, 2019 and 2018. These shares converted to common stock at a rate of 1 common share per each shares of Series B Convertible Preferred Stock. 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. There were 500,000 shares of Series C Convertible Stock issued and outstanding as of March 31, 2019 and 2018. These shares converted to common stock at a rate of 5 common shares per each shares of Series C Convertible Preferred Stock. 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. These shares converted to common stock at a rate of 2.5 common shares per each shares of Series D Convertible Preferred Stock. During the six months ended March 31, 2019, the Company received conversion notices from Series D Preferred Stockholders resulting in a total of 507,500 shares of common stock being issued for the conversion of 203,000 shares of Series D Preferred Stock. During the six months ended March 31, 2018, the Company received conversion notices from Series D Preferred Stockholders resulting in a total of 700,000 shares of common stock being issued for the conversion of 280,000 shares of Series D Preferred Stock. There were 349,500 and 552,500 shares of Series D Convertible Stock issued and outstanding as March 31, 2019 and March 31, 2018, respectively. Common Stock During the six months ended March 31, 2019, the Company issued 350,000 common shares valued at $181,400 for services; 400,000 common shares for cash proceeds of $186,000; 1,015,000 common shares for stock subscription of $406,000, 87,500 common shares valued at $55,375 under its employee equity incentive plan; 779,808 common shares for the conversion of $317,100 of outstanding principal on convertible notes payable; 669,362 common shares for the conversion of $388,000 of convertible debentures; 10,163 common shares for conversion of interest payable of $2,988; 507,500 common shares for the conversion of Preferred Series D stock, and 20,000 common shares valued at $11,760 for debt issue costs. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms. During the six months ended March 31, 2018, the Company issued 207,750 common shares valued at $254,720 for services; 700,000 common shares for the conversion of 280,000 shares of Series D Preferred Stock; 1,270,000 common shares for cash proceeds of $508,000; 57,000 common shares valued at $75,755 under its employee equity incentive plan under which a total expense of $166,647 was recorded; 37,500 common shares for the settlement of $15,000 of accounts payable; 1,869,650 common shares for the conversion of $703,215 of outstanding principal on convertible notes payable; 74,412 for the conversion of $27,270 of convertible accrued interest; 324,000 common shares for the settlement of non-convertible debt and interest totaling $122,157; 125,000 common shares for the settlement of non-convertible related party debt totaling $50,000 and 670,271 common shares valued at $1,414,907 for debt issue costs from a capital raise. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms There were 27,094,744 and 16,068,505 shares of common stock issued and outstanding at March 31, 2019 and March 31, 2018, respectively. |
Loans Payable
Loans Payable | 6 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 10 – LOANS PAYABLE The Company had the following loans payable outstanding as of March 31, 2019 and September 30, 2018: March 31, 2019 September 30, 2018 On March 16, 2017, the Company executed notes payable for the purchase of three vehicles. The notes carry interest at 6.637% annually and mature on March 31, 2023. 53,476 60,477 On September 6, 2017, the Company entered into a note payable totaling $1,000,000 for the purchase of an outstanding note receivable. The note carries interest at 8% annually and is due on July 6, 2018. - 500,000 On June 28, 2018, the Company executed a note payable for $650,000 for the purchase of the building at 14775 SW 74 th 634,617 646,231 On July 5, 2018, the Company executed a note payable for $750,000 for the asset purchase of MRX Labs. The note carries interest at 8% annually and is due on January 5, 2019. 750,000 750,000 1,438,093 1,956,708 Less: unamortized original issue discounts - (119,000 ) Total loans payable 1,438,093 1,837,708 Less: current portion of loans payable 786,729 643,627 Long-term portion of loans payable $ 651,364 $ 1,193,781 As of March 31, 2019 and September 30, 2018, the Company accrued interest of $45,834 and $47,767 respectively |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 11 – Convertible NOTES PAYABLE The Company has entered into convertible notes payable that convert to common stock of the Company at variable conversion prices. As further discussed in Note 13 – Derivative Liability The following table summarizes all convertible notes outstanding as of March 31, 2019: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 2 7/2/18 10/1/18 220,000 - 220,000 13,116 Noteholder 3 7/2/18 10/1/18 220,000 - 220,000 13,116 Noteholder 4 8/1/18 1/1/19 330,000 - 330,000 17,504 Noteholder 5 8/29/18 2/28/19 222,222 - 222,222 6,514 Noteholder 6 9/6/18 9/6/19 125,000 (37,887 ) 87,113 7,055 Noteholder 3 9/13/18 3/11/19 435,000 - 435,000 - Noteholder 7 9/17/18 9/17/19 62,500 (26,327 ) 36,173 3,339 Noteholder 4 10/2/18 1/1/19 220,000 - 220,000 8,679 Noteholder 8 11/15/18 11/15/19 222,600 (139,659 ) 82,941 6,635 Noteholder 9 12/27/18 12/27/19 105,000 (78,248 ) 26,753 2,140 Noteholder 9 12/27/18 12/27/19 131,250 (111,832 ) 19,418 2,186 Noteholder 8 11/15/18 11/15/19 265,000 (224,168 ) 40,832 3,195 Noteholder 9 131,250 (113,990 ) 17,260 1,553 Noteholder 11 580,537 (59,930 ) 520,607 8,112 Noteholder 10 4/24/18 4/24/19 500,000 - 500,000 - $ 3,770,359 $ (792,040 ) $ 2,978,319 $ 93,144 The following table summarizes all convertible notes outstanding as of September 30, 2018: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 2 7/2/18 10/1/18 220,000 (220 ) 219,780 4,340 Noteholder 3 7/2/18 10/1/18 220,000 (220 ) 219,780 4,340 Noteholder 4 8/1/18 10/1/18 330,000 (492 ) 329,508 - Noteholder 1 8/14/18 8/14/19 167,100 (13,591 ) 153,509 2,839 Noteholder 5 8/29/18 2/28/19 222,222 (78,670 ) 143,552 - Noteholder 6 9/6/18 9/6/19 125,000 (89,921 ) 35,079 - Noteholder 3 9/13/18 3/11/19 585,000 (513,062 ) 71,938 - Noteholder 7 9/17/18 9/17/19 62,500 (57,381 ) 5,119 - Noteholder 10 4/24/18 4/24/19 500,000 0 500,000 - $ 2,431,822 $ (753,557 ) $ 1,678,265 $ 11,519 Noteholder 1 On August 14, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $275,600 of which $15,600 was an original issue discount and $10,000 was paid directly to third parties resulting in cash proceeds to the Company of $250,000 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 14, 2018. The Note is convertible into the Company’s common stock commencing 180 days from the date of issuance at a conversion price equal to 75% of the lowest trade price of the Company’s common stock for the fifteen prior trading days including the date of conversion. During the year ended September 30, 2018, the holder elected to convert $167,100 of principal due in exchange for 479,848 shares of common stock and the holder elected to convert $2,988 of interest due in exchange for 10,163 shares of common stock. There was $0 and $167,100 of principal and $0 and $2,839 of accrued interest due at March 31, 2019 and September 30, 2018, respectively. Noteholder 2 On July 2, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $220,000 of which $20,000 was an original issue discount and $17,000 was paid directly to third parties resulting in cash proceeds to the Company of $183,000 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 October 1, 2018. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $220,000 and $220,000 of principal and $13,116 and $4,340 of accrued interest due March 31, 2019 and September 30, 2018, respectively. Noteholder 3 On July 2, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $220,000 of which $20,000 was an original issue discount resulting in cash proceeds to the Company of $200,000 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 October 1, 2018. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $220,000 and $220,000 of principal and $13,116 and $4,340 of accrued interest due March 31, 2019 and September 30, 2018, respectively. On September 17, 2018, the Company entered into an exchange agreement with an unrelated party for the principal amount $585,000, of which the loan payable to Palliatech, Dated August 1, 2017, outstanding and principal of $549,652 would be assumed by the new note holder, with difference of $35,348 to be treated as an original issue discount. The new convertible note payable carries an interest rate of 0% per annum is convertible into common stock of the Company at the option of the noteholder immediately at 80% of the lowest volume weighted average price of the Company’s common stock in the preceding 20 trading days. There was $435,000 of principal and $0 accrued interest due on both March 31, 2019 and September 30, 2018. Noteholder 4 On August 1, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $330,000 of which $30,000 was an original issue discount resulting in cash proceeds to the Company of $300,000 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%, was due on October 1, 2018. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $330,000 and $330,000 of principal and $17,504 and $10,994 of accrued interest due at March 31, 2019 and September 30, 2018, respectively. On October 2, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $220,000 of which $20,000 was an original issue discount resulting in cash proceeds to the Company of $200,000 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 January 1, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $220,000 of principal and $8,679 of accrued interest due at March 31, 2019. Noteholder 5 On August 29, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $222,222 of which $22,222 was an original issue discount and $5,500 was paid directly to third parties resulting in cash proceeds to the Company of $194,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 5%, is due on February 28, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.70 per share. There was $222,222 and $222,222 of principal and $3,775 and $0 of accrued interest due at March 31, 2019 and September 30, 2018, respectively. The holder has issued a notice of default on this promissory note. Noteholder 6 On September 6, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $125,000 of which $15,000 was an original issue discount parties resulting in cash proceeds to the Company of $110,000 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 September 6, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.50 per share. There was $125,000 and $125,000 of principal and $7,055 and $0 of accrued interest due at March 31, 2019 and September 30, 2018, respectively. Noteholder 7 On September 6, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $62,500 of which $6,250 was an original issue discount resulting in cash proceeds to the Company of $56,250 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 September 6, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.50 per share. There was $62,500 and $62,500 of principal and $3,339 and $0 of accrued interest due at March 31, 2019 and September 30, 2018, respectively. Noteholder 8 On November 15, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $222,600 of which $12,600 was an original issue discount resulting in cash proceeds to the Company of $210,000 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 November 15, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.55 per share. There was $222,600 of principal and $6,635 of accrued interest due at March 31, 2019. On February 4, 2019, the Company entered into a convertible note payable with an unrelated party for $265,000 of which $15,000 was an original issue discount and $10,000 in third party fees resulting in net cash proceeds to the Company of $240,000. The convertible note payable carries interest at a rate of 8% per annum, is due on February 4, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. There was $265,000 of principal and $3,195 of accrued interest due at March 31, 2019. Noteholder 9 On December 27, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $105,000 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 December 27, 2019. The Note is convertible into the Company’s common stock commencing 180 days from the date of issuance at a conversion price equal to 65% of the lowest trade price of the Company’s common stock for the fifteen prior trading days including the date of conversion. There was $105,000 of principal and $2,140 of accrued interest due at March 31, 2019. On January 14, 2019, the Company entered into a convertible note payable with an unrelated party for $131,250 of which included $6,250 in third party fees resulting in net cash proceeds to the Company of $125,000. The convertible note payable carries interest at a rate of 8% per annum, is due on January 14, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. There was $131,250 of principal and $2,186 of accrued interest due at March 31, 2019. On February 4, 2019, the Company entered into a convertible note payable with an unrelated party for $131,250 of which included $6,250 in third party fees resulting in net cash proceeds to the Company of $125,000. The convertible note payable carries interest at a rate of 8% per annum, is due on February 4, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. There was $131,250 of principal and $1,553 of accrued interest due at March 31, 2019. Noteholder 10 On April 24, 2018, the Company entered into a convertible note payable totaling $500,000 in exchange for 100% of the assets of Leaf Detective LLC. The note bears no interest, matures on April 24, 2019 and automatically converted to common stock at $1.25 per share on the maturity date. In the event the average lowest trading price of the Company’s common stock during the five days prior to maturity is less than $1.25 per share, the Company will pay the noteholder the difference between $1.25 and the average lowest trading price during the preceding five days per share converted in cash. There was $500,000 principal and $0 interest due on both March 31, 2019 and September 30, 2018. Noteholder 11 On February 8, 2019, the Company entered into an exchange agreement with an unrelated party for $580,537, of which the loan payable to Palliatech, dated September 1, 2017, outstanding and principal would be assumed by the new note holder. The new convertible note payable carries an interest rate of 10% per annum, with one year interest guaranteed, is due on February 8, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 30% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. There was $580,537 of principal and $8,112 of accrued interest due at March 31, 2019. |
Convertible Debentures
Convertible Debentures | 6 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | NOTE 12 – CONVERTIBLE DEBENTURES On January 29, 2018, the Company issued a total of 5,973 units of 8% unsecured convertible debentures. Each unit consists of one convertible debenture with a principal face value of $1,000 and 250 warrants. The gross proceeds were $5,973,000. Each warrant entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.80 per warrant for a period of 24 months. The convertible debentures have a maturity date of 36 months from issuance. Simple interest will be paid at a rate of 8% per annum in arrears until maturity or until conversion. The principal amount of the debentures and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. In addition to the warrants associated with the convertible debentures, the Company issued an additional 597,300 warrants to purchase common stock of the Company as offering costs representing an equivalent of 6% of the fully converted debentures. The warrants are exercisable at $0.60 per share for a period of two years. During the fiscal year ended September 30, 2018, the Company issued three separate debentures under the same terms for additional cash proceeds of $610,000. The additional debentures carry an additional 152,500 warrants to purchase additional common shares of the Company at $0.80 per share. Additionally, the outstanding principal and interest may be converted to common stock of the Company at $0.60 per share. During the six month quarter ended March 31, 2019, the Company also issued nineteen additional debentures under the same terms for additional cash proceeds of $374,000. The additional debentures carry an additional 187,000 warrants to purchase additional common shares of the Company at $0.80 per share. Additionally, the outstanding principal and interest may be converted to common stock of the Company at $0.60 per share. Associated with the issuance of the convertible debentures, the Company incurred cash-based issuance costs of $702,963, issued common shares valued at $1,414,907 and warrants to purchase additional shares of common stock valued at $1,265,385 for total debt issuance costs of $3,383,255. The debt issuance costs were recorded as a discount to the carrying value of the convertible debentures. The warrants associated with the debt issue costs were valued using a Black-Scholes model with the following assumptions: Expected term of options granted 2 years Expected volatility 223 % Risk-free interest rate 2.49 % Expected dividend yield 0 % The Company separately assessed the value of the detachable warrants and conversion features of the convertible debentures. The Company separately initially valued the detachable warrants issued with the convertible debentures at $3,351,160 using a Black-Scholes model with the following assumptions: Expected term of options granted 2 years Expected volatility 211 - 223 % Risk-free interest rate 2.09 - 2.25 % Expected dividend yield 0 % Additionally, the outstanding principal on convertible debentures totaling $6,957,000 may be converted into common stock of the Company at $0.60 per share for a total of 11,595,000 shares. Due to the variable conversion features of the outstanding convertible notes payable as discussed in Note 7 – Convertible Notes Payable As of March 31, 2019 the Company has amortized $698,521 of the total outstanding debt discount leaving an unamortized debt discount of $3,484,269. The remaining debt discount will be amortized to interest expense over the expected life of the note. There was $5,183,000 of principal and accrued interest totaling $446,427 outstanding as of March 31, 2019. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Mar. 31, 2019 | |
Derivative Liability [Abstract] | |
Derivative Liability | Note 13 – Derivative Liability As of March 31, 2019 and September 30, 2018, Company had a derivative liability balance of $2,102,387 and $1,181,278 on the balance sheets and recorded a loss of $556,647 from derivative liability fair value adjustments during the six months ended March 31, 2019. On November 15, 2018, the Company issued a $222,600 convertible promissory note to an unrelated party that matures on November 15, 2019. Refer to Noteholder 8 under “Note 12 – Convertible Debentures” Derivatives and Hedging 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 $220,463 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $184,957 which was up to the face value of the convertible note with the excess fair value at initial measurement of $35,506 being recognized as a loss on derivative fair value measurement. On December 27, 2018, the Company issued a $105,000 convertible promissory note to an unrelated party that matures on December 27, 2019. Refer to Noteholder 9 under “Note 12 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $98,091 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $38,365 which was up to the face value of the convertible note with the excess fair value at initial measurement of $59,725 being recognized as a loss on derivative fair value measurement. On February 4, 2019, the Company issued a $265,000 convertible promissory note to an unrelated party that matures on February 4, 2020. Refer to Noteholder 8 under “Note 12 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $322,521 which was recorded as a derivative liability on the balance sheet. The Company recognized a loss of $322,521 on derivative fair value measurement. On February 5, 2019, the Company issued a $131,250 convertible promissory note to an unrelated party that matures on February 5, 2020. Refer to Noteholder 9 under “Note 12 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $144,752 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $14,423 which was up to the face value of the convertible note with the excess fair value at initial measurement of $130,329 being recognized as a loss on derivative fair value measurement. On February 11, 2019, the Company issued a $131,250 convertible promissory note to an unrelated party that matures on February 11, 2020. Refer to Noteholder 9 under “Note 12 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $228,916 which was recorded as a derivative liability on the balance sheet. The Company recognized a loss of $228,916 on derivative fair value measurement. At March 31, 2019, the Company marked-to-market the fair value of the derivative liabilities related to conversion features and determined an aggregate fair value of $1,445,738 and recorded a $430,636 loss from change in fair value for the six months ended March 31, 2019. The fair value of the embedded derivatives was determined using a Black-Scholes option pricing model based on the following assumptions: (1) expected volatility of 110%, (2) risk-free interest rate of 2.40%, (3) exercise prices of $0.21 - $0.31, and (4) expected lives of 0.63 – 0.87 years. On October 2, 2018, the Company issued a total of $220,000 convertible debenture to an unrelated party that matures on January 1, 2019. The Company issued a total of 100,000 warrants to purchase additional shares of common stock of the Company in connection with the convertible debenture. The Company analyzed the issued warrants for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the warrants should be classified as a derivative because the Company is unable to ascertain there will be adequate unissued authorized shares of common stock to fulfill its obligations should the warrants be exercised. In accordance with AC 815, the Company has recorded a derivative liability related to the warrants. The derivative for the warrants 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 derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the warrants was $57,014 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $53,333 which was up to the face value of the convertible debentures with the excess fair value at initial measurement of $3,681 being recognized as a loss on derivative fair value measurement. As discussed in “Note 12 – Convertible Debentures” At March 31, 2019, the Company marked-to-market the fair value of the derivative liabilities related to warrants and determined an aggregate fair value of $627,792 and recorded a $651,427 gain from change in fair value for the six months ended March 31, 2019. The fair value of the derivatives was determined using a Black-Scholes option pricing model based on the following assumptions: (1) expected volatility of 110%, (2) risk-free interest rate of 2.40%, (3) exercise prices of $0.60 to $0.80, and (4) expected lives of 0.87 – 0.99 of a year. The following table summarizes the derivative liabilities included in the balance sheet at March 31, 2019: Fair Value of Derivative Liabilities: Balance, September 30, 2018 $ 1,181,278 Initial measurement of derivative liabilities 1,145,140 Change in fair market value (224,021 ) Write off due to conversion - Balance, March 31, 2019 $ 2,102,387 The following table summarizes the gain (loss) on derivative liability included in the income statement for the six months ended March 31, 2019 and 2018, respectively. March 31, 2018 2017 Day one loss due to derivatives on convertible debt $ (780,678 ) $ (352,206 ) Change in fair value of derivatives 224,021 160,928 Total derivative gain (loss) $ (556,647 ) $ (191,278 ) |
Stock Options and Warrants
Stock Options and Warrants | 6 Months Ended |
Mar. 31, 2019 | |
Stock Options And Warrants | |
Stock Options and Warrants | NOTE 14 – STOCK OPTIONS AND WARRANTS The following table summarizes all stock option and warrant activity for the six months ended March 31, 2019: Shares Weighted-Average Outstanding, September 30, 2018 4,638,050 $ 0.784 Granted 646,920 0.610 Exercised - Forfeited - - Expired - - Outstanding, March 31, 2019 5,284,970 $ 0.764 The following table discloses information regarding outstanding and exercisable options and warrants at March 31, 2019: Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Weighted Average Number of Option Shares Weighted Average Exercise Price $ 0.400 110,000 $ 0.400 2.38 110,000 $ 0.400 $ 0.420 330,000 $ 0.420 4.80 330,000 $ 0.420 $ 0.500 165,000 $ 0.500 2.45 162,500 $ 0.500 $ 0.600 627,220 $ 0.600 0.87 627,220 $ 0.600 $ 0.650 145,000 $ 0.650 3.57 36,250 $ 0.650 $ 0.800 3,482,750 $ 0.800 2.19 3,095,250 $ 0.800 $ 0.850 100,000 $ 0.850 4.05 - $ 0.850 $ 1.050 25,000 $ 1.050 4.55 - $ 1.050 $ 1.260 220,000 $ 1.260 3.25 110,000 $ 1.260 $ 1.300 10,000 $ 1.300 2.56 7,500 $ 1.300 $ 1.386 60,000 $ 1.386 3.25 30,000 $ 1.386 $ 1.666 10,000 $ 1.666 3.34 5,000 1.666 Total 5,284,970 $ 0.783 2.82 4,513,720 $ 0.764 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: March 31, 2019 Expected term of options granted 1.1 to 5.0 years Expected volatility 102.63 to 122.49 % Risk-free interest rate 2.57 to 2.67 % Expected dividend yield 0 % The Company recognized stock option expense of $169,922 and $72,587 during the three months ended March 31, 2019 and 2018, respectively. There was $787,907 of unrecognized stock-based compensation expense as of March 31, 2019. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Common Stock Issuances The Company made the following issuances of common stock subsequent to March 31, 2019: ● 25,000 common shares for the conversion of 10,000 shares of Series D Preferred Stock. ● 58,245 common shares for the settlement of $21,000 of accounts payable. ● 12,500 common shares valued at $6,624 for the vesting of restricted stock grants for officers and directors ● 688,017 common shares for services valued at $192,390 ● 1,201,420 common shares for the conversion of $357,222 of outstanding principal on convertible notes payable. ● 381,351 common shares for the settlement of $165,000 of outstanding interest and penalties on convertible notes payable. Equity Raise with Warrants On April 8, 2019, the Company raised an aggregate amount of $586,000, in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States or to a U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements. A portion of the Offering was completed on a best efforts basis through lead agent and bookrunner Dominick Capital Corporation of Toronto, Canada. A total of 1,465,000 Units were sold in this transaction, each Unit consists of one share of EVIO common stock (“Stock”) at a price of $0.40, and a share purchase warrant (each, a “Warrant”) in the amount of one full Warrant per Unit. Each whole Warrant shall entitle the holder thereof to purchase one additional common share of the Offeror (each a “Warrant Share”) at an exercise price of US $0.65 per Warrant Share for a period of 24 months after the closing of the Offering Convertible Notes Payable On August 8, 2019, the Company entered into a convertible note payable with an unrelated party for $33,092 which included $1,575 third party fees resulting in net cash proceeds to the Company of $31,517. The convertible note payable carries interest at a rate of 8% per annum, is due on August 8, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. On August 8, 2019, the Company entered into a convertible note payable with an unrelated party for $33,092 which included $1,575 third party fees resulting in net cash proceeds to the Company of $31,517. The convertible note payable carries interest at a rate of 8% per annum, is due on August 8, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. On August 30, 2019, the Company entered into a convertible note payable with an unrelated party for $110,000 which included $10,000 original issue discount resulting in net cash proceeds to the Company of $100,000. The convertible note payable carries interest at a rate of 8% per annum, is due on May 30, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. Convertible Notes Payable – Exchanged Note On August 29, 2019, the Company entered into an exchange agreement with an unrelated party for $199,203, of which the loan payable to Henry Grimmett, dated October 16, 2016, outstanding and principal would be assumed by the new note holder. The new convertible note payable carries an interest rate of 8% per annum, is due on May 29, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. Debenture Holders Offer On June 16, 2019 the Company offered current Debenture Holders a one-time opportunity to lower the Conversion Price of the Debenture to US$0.40 per share (the “Amended Conversion Price”); provided, however, that Investor agrees to defer interest under the Debenture until the Maturity Date identified in the Debenture, and further agrees to have any and all accrued and unpaid interest automatically converted into Common Shares of the Company at the Amended Conversion Price on the Maturity Date The original debenture had a conversion rate of US$0.60 per share. At the time of the offer there were $5,183,000 in outstanding debentures. To date a total of $4,654,000 of have opted for the offer, and $529,000 have yet to accept the offer. The additional shares to be issued related to accepted offers is 3,878,333. Equipment Financing On April 24, 2019 the Company entered into an equipment lease arrangement with Sweet Leaf Capital. The term of the lease is 30 months, commencing June 1, 2019. The capital cost of the equipment financed is $467,837.00. The agreement calls for an initial payment of $67,459, followed by 30 payments in the amount of $18,226.00. The Company will record this as a capital lease obligation in Q3, 2019. Legal Proceedings On May 9, 2019, Stephanie Head, a former part-time lab administrator for EVIO Labs Eugene, LLC, filed a wrongful termination lawsuit with the US District Court - District of Oregon, Eugene Division, Case No. 6:19-CV-00681, against EVIO Labs Eugene, LLC, EVIO, Inc. and Lori Glauser. This case is still in process. Complaint - Breach of Promissory Note th |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from consulting services, licensing agreements and testing of cannabis and hemp products for medicinal and adult-use consumption. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The Company’s services included in its contracts are distinct from one another. The Company determines the transaction price for each contract based on the consideration it expects to receive for the distinct services being provided under the contract. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the services provided. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the service. The Company recognizes revenue from testing services upon delivery of its testing results to the client. Customer orders for testing services are generally completed within two weeks of receiving the order. Consulting engagements may vary in length and scope, but will generally include the review and/or preparation of regulatory filings, business plans and financial models, operating plans, and technology support to customers within the same industry. Revenue from consulting services is recognized upon completion of deliverables as outlined in the consulting agreement. The Company recognizes revenue from right of use license agreements upon transfer of control of the functional intellectual property. In certain licensing agreements, the Company may receive royalty revenues based upon performance metrics which are recognized as earned over time. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s subsidiary in Canada is the Canadian Dollar. The subsidiary’s assets and liabilities have been translated to U.S. Dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the average exchange rate for each period. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. There were 24,753,819 and 11,713,103 potentially dilutive common shares outstanding as of March 31, 2019 and 2018, respectively. Because of the net losses incurred during the six months ended March 31, 2019 and 2018, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from the diluted loss per share calculations. |
Accounting Pronouncements | Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU 2017-04, “ Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Assets and Liabilities Measured in 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 Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 2,102,387 $ 2,102,387 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 31, 2018: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 1,181,278 $ 1,181,278 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments of Lease Liabilities | The future minimum lease payments of lease liabilities as of March 31, 2019, are as follows: Year ended March 31, Operating Leases Financing Leases 2019 662,673 $ 404.795 2020 784,958 354,898 2021 525,852 340,025 2022 489,392 181,372 2023 323,356 204,812 Thereafter 27,911 4,977 Total lease payments 2,814,142 1,490,879 Less: Payments Made (225,192 ) (196,035 ) Total Lease Liabilities $ 2,478,950 $ 1,294,845 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The components of intangible assets as of March 31, 2019 and September 30, 2018 consist of: March 31, 2019 September 30, 2018 Customer list $ 849,458 $ 865,672 License 503,000 503,000 Favorable lease 3,100 3,100 Domains & Websites 49,448 49,690 Non-compete agreements 181,538 184,563 Assembled Workforce 50,750 50,750 Intellectual Property 332,868 342,610 Total 1,970,162 1,999,385 Accumulated amortization (506,945 ) (318,815 ) Net value $ 1,463,217 $ 1,680,570 |
Schedule of Future Amortization on Intangible Assets | The Company estimates amortization to be recorded on existing intangible assets through the year ended September 30, 2030 to be: Amortization 2019 $ 193,959 2020 346,656 2021 307,469 2022 238,289 2023 197,765 2024 124,847 2025 44,097 2026 2,317 2027 2,317 2028 2,317 2029 2,317 2030 868 Total $ 1,463,217 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of Allowance for Accounts Receivable | As of March 31, 2019, the Company had total accounts receivable net of allowances of $122,783. Three clients comprised a total of 36% of this balance as follows: Balance Percent of Total Customer 1 $ 180,000 32 % Customer 2 29,063 5 % Customer 3 22,740 4 % All others 325,034 58 % Total 556,837 100 % Allowance for doubtful accounts (434,054 ) Net accounts receivable $ 122,783 As of September 30, 2018, the Company had total accounts receivable, net of allowances, of $234,178. Three separate clients comprised a total of 36% of this balance as follows: Balance Percent of Total Customer 1 $ 180,000 27 % Customer 2 34,268 5 % Customer 3 27,317 4 % All others 427,680 64 % Total 669,265 100 % Allowance for doubtful accounts (417,610 ) Net accounts receivable $ 251,655 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Estimated Life of Property and Equipment | The estimated useful lives of depreciable assets are: Estimated Useful Lives Building 39 years Laboratory and Computer Equipment 5 years Furniture and Fixtures 7 years Software 3 years Domains 15 years |
Schedule of Property and Equipment | The Company’s property and equipment consisted of the following as of March 31, 2019 and September 30, 2018: March 31, 2019 September 30, 2018 Assets Not-In-Service $ - $ 455,540 Capital Assets 1,287,091 535,095 Land 212,550 212,550 Buildings & Real Estate 941,857 937,450 Furniture and Equipment 187,602 189,459 Laboratory Equipment 2,651,312 2,468,141 Software 73,908 63,913 Leasehold Improvements 582,695 303,331 Vehicles 83,915 83,915 Total 6,020,931 5,249,394 Accumulated depreciation (1,127,091 ) (644,291 ) Net value $ 4,893,839 $ 4,605,103 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | The Company had the following loans payable outstanding as of March 31, 2019 and September 30, 2018: March 31, 2019 September 30, 2018 On March 16, 2017, the Company executed notes payable for the purchase of three vehicles. The notes carry interest at 6.637% annually and mature on March 31, 2023. 53,476 60,477 On September 6, 2017, the Company entered into a note payable totaling $1,000,000 for the purchase of an outstanding note receivable. The note carries interest at 8% annually and is due on July 6, 2018. - 500,000 On June 28, 2018, the Company executed a note payable for $650,000 for the purchase of the building at 14775 SW 74 th 634,617 646,231 On July 5, 2018, the Company executed a note payable for $750,000 for the asset purchase of MRX Labs. The note carries interest at 8% annually and is due on January 5, 2019. 750,000 750,000 1,438,093 1,956,708 Less: unamortized original issue discounts - (119,000 ) Total loans payable 1,438,093 1,837,708 Less: current portion of loans payable 786,729 643,627 Long-term portion of loans payable $ 651,364 $ 1,193,781 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | The following table summarizes all convertible notes outstanding as of March 31, 2019: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 2 7/2/18 10/1/18 220,000 - 220,000 13,116 Noteholder 3 7/2/18 10/1/18 220,000 - 220,000 13,116 Noteholder 4 8/1/18 1/1/19 330,000 - 330,000 17,504 Noteholder 5 8/29/18 2/28/19 222,222 - 222,222 6,514 Noteholder 6 9/6/18 9/6/19 125,000 (37,887 ) 87,113 7,055 Noteholder 3 9/13/18 3/11/19 435,000 - 435,000 - Noteholder 7 9/17/18 9/17/19 62,500 (26,327 ) 36,173 3,339 Noteholder 4 10/2/18 1/1/19 220,000 - 220,000 8,679 Noteholder 8 11/15/18 11/15/19 222,600 (139,659 ) 82,941 6,635 Noteholder 9 12/27/18 12/27/19 105,000 (78,248 ) 26,753 2,140 Noteholder 9 12/27/18 12/27/19 131,250 (111,832 ) 19,418 2,186 Noteholder 8 11/15/18 11/15/19 265,000 (224,168 ) 40,832 3,195 Noteholder 9 131,250 (113,990 ) 17,260 1,553 Noteholder 11 580,537 (59,930 ) 520,607 8,112 Noteholder 10 4/24/18 4/24/19 500,000 - 500,000 - $ 3,770,359 $ (792,040 ) $ 2,978,319 $ 93,144 The following table summarizes all convertible notes outstanding as of September 30, 2018: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 2 7/2/18 10/1/18 220,000 (220 ) 219,780 4,340 Noteholder 3 7/2/18 10/1/18 220,000 (220 ) 219,780 4,340 Noteholder 4 8/1/18 10/1/18 330,000 (492 ) 329,508 - Noteholder 1 8/14/18 8/14/19 167,100 (13,591 ) 153,509 2,839 Noteholder 5 8/29/18 2/28/19 222,222 (78,670 ) 143,552 - Noteholder 6 9/6/18 9/6/19 125,000 (89,921 ) 35,079 - Noteholder 3 9/13/18 3/11/19 585,000 (513,062 ) 71,938 - Noteholder 7 9/17/18 9/17/19 62,500 (57,381 ) 5,119 - Noteholder 10 4/24/18 4/24/19 500,000 0 500,000 - $ 2,431,822 $ (753,557 ) $ 1,678,265 $ 11,519 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value Assumptions of Warrants | Expected term of options granted 2 years Expected volatility 223 % Risk-free interest rate 2.49 % Expected dividend yield 0 % Expected term of options granted 2 years Expected volatility 211 - 223 % Risk-free interest rate 2.09 - 2.25 % Expected dividend yield 0 % |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Derivative Liability [Abstract] | |
Schedule of Derivative Liabilities | The following table summarizes the derivative liabilities included in the balance sheet at March 31, 2019: Fair Value of Derivative Liabilities: Balance, September 30, 2018 $ 1,181,278 Initial measurement of derivative liabilities 1,145,140 Change in fair market value (224,021 ) Write off due to conversion - Balance, March 31, 2019 $ 2,102,387 |
Summary of Gain (Loss) on Derivative Liability | The following table summarizes the gain (loss) on derivative liability included in the income statement for the six months ended March 31, 2019 and 2018, respectively. March 31, 2018 2017 Day one loss due to derivatives on convertible debt $ (780,678 ) $ (352,206 ) Change in fair value of derivatives 224,021 160,928 Total derivative gain (loss) $ (556,647 ) $ (191,278 ) |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Stock Options And Warrants | |
Summary of Stock Option and Warrant Activity | The following table summarizes all stock option and warrant activity for the six months ended March 31, 2019: Shares Weighted-Average Outstanding, September 30, 2018 4,638,050 $ 0.784 Granted 646,920 0.610 Exercised - Forfeited - - Expired - - Outstanding, March 31, 2019 5,284,970 $ 0.764 |
Schedule of Outstanding and Exercisable Options and Warrants | The following table discloses information regarding outstanding and exercisable options and warrants at March 31, 2019: Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Weighted Average Number of Option Shares Weighted Average Exercise Price $ 0.400 110,000 $ 0.400 2.38 110,000 $ 0.400 $ 0.420 330,000 $ 0.420 4.80 330,000 $ 0.420 $ 0.500 165,000 $ 0.500 2.45 162,500 $ 0.500 $ 0.600 627,220 $ 0.600 0.87 627,220 $ 0.600 $ 0.650 145,000 $ 0.650 3.57 36,250 $ 0.650 $ 0.800 3,482,750 $ 0.800 2.19 3,095,250 $ 0.800 $ 0.850 100,000 $ 0.850 4.05 - $ 0.850 $ 1.050 25,000 $ 1.050 4.55 - $ 1.050 $ 1.260 220,000 $ 1.260 3.25 110,000 $ 1.260 $ 1.300 10,000 $ 1.300 2.56 7,500 $ 1.300 $ 1.386 60,000 $ 1.386 3.25 30,000 $ 1.386 $ 1.666 10,000 $ 1.666 3.34 5,000 1.666 Total 5,284,970 $ 0.783 2.82 4,513,720 $ 0.764 |
Schedule of Stock Option Granted Assumptions | The assumptions used in these calculations are summarized as follows: March 31, 2019 Expected term of options granted 1.1 to 5.0 years Expected volatility 102.63 to 122.49 % Risk-free interest rate 2.57 to 2.67 % Expected dividend yield 0 % |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Significant Accounting Policies (Details Narrative) | 6 Months Ended | |
Mar. 31, 2019Laboratoriesshares | Mar. 31, 2018shares | |
Dilutive common shares outstanding | shares | 24,753,819 | 11,713,103 |
Oregon [Member] | ||
Number of operating laboratories | 2 | |
Canada [Member] | ||
Number of operating laboratories | 1 | |
Florida [Member] | ||
Number of operating laboratories | 2 | |
Colorado [Member] | ||
Number of operating laboratories | 1 | |
Canada [Member] | ||
Number of operating laboratories | 1 | |
EVIO Labs Portland [Member] | Oregon [Member] | ||
Ownership percentage | 100.00% | |
EVIO Labs Medford [Member] | Oregon [Member] | ||
Ownership percentage | 80.00% | |
BCC Licensed and ISO 17025 Accredited Laboratory [Member] | Canada [Member] | ||
Ownership percentage | 90.00% | |
GMP Certified Laboratory [Member] | Canada [Member] | ||
Ownership percentage | 50.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured in Fair Value (Details) - USD ($) | Mar. 31, 2019 | Sep. 30, 2018 |
Derivative financial instruments | $ 2,102,387 | $ 1,181,278 |
Level 1 [Member] | ||
Derivative financial instruments | ||
Level 2 [Member] | ||
Derivative financial instruments | ||
Level 3 [Member] | ||
Derivative financial instruments | $ 2,102,387 | $ 1,181,278 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 31, 2019 | Oct. 02, 2018 | Sep. 30, 2018 | |
Leases [Abstract] | |||
Lease expirations description | These commitments have remaining non-cancelable lease terms, with lease expirations which range from 2020 to 2024. | ||
Right of use assets | $ 2,667,715 | $ 2,667,715 | |
Lease Liability | $ 2,716,047 | $ 2,828,361 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments of Lease Liabilities (Details) | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Operating Leases, Year ended March 31, 2019 | $ 662,673 |
Operating Leases, Year ended March 31, 2020 | 784,958 |
Operating Leases, Year ended March 31, 2021 | 525,852 |
Operating Leases, Year ended March 31, 2022 | 489,392 |
Operating Leases, Year ended March 31, 2023 | 323,356 |
Operating Leases, Thereafter | 27,911 |
Operating Leases, Total lease payments | 2,814,142 |
Operating Leases, Less: Payments Made | (225,192) |
Operating Leases, Total Lease Liabilities | 2,478,950 |
Financing Leases, Year ended March 31, 2019 | 404,795 |
Financing Leases, Year ended March 31, 2020 | 354,898 |
Financing Leases, Year ended March 31, 2021 | 340,025 |
Financing Leases, Year ended March 31, 2022 | 181,372 |
Financing Leases, Year ended March 31, 2023 | 204,812 |
Financing Leases, Thereafter | 4,977 |
Financing Leases, Total lease payments | 1,490,879 |
Financing Leases, Less: Payments Made | (196,035) |
Financing Leases, Total Lease Liabilities | $ 1,294,845 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2019 | Sep. 30, 2018 |
Intangible assets, gross | $ 1,970,162 | $ 1,999,385 |
Accumulated amortization | (506,944) | (318,816) |
Net value | 1,463,217 | 1,680,570 |
Customer List [Member] | ||
Intangible assets, gross | 849,458 | 865,672 |
License [Member] | ||
Intangible assets, gross | 503,000 | 503,000 |
Favorable Lease [Member] | ||
Intangible assets, gross | 3,100 | 3,100 |
Domains & Websites [Member] | ||
Intangible assets, gross | 49,448 | 49,690 |
Noncompete Agreements [Member] | ||
Intangible assets, gross | 181,538 | 184,563 |
Assembled Workforce [Member] | ||
Intangible assets, gross | 50,750 | 50,750 |
Intellectual Property [Member] | ||
Intangible assets, gross | $ 332,868 | $ 342,610 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Amortization on Intangible Assets (Details) - USD ($) | Mar. 31, 2019 | Sep. 30, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 193,959 | |
2020 | 346,656 | |
2021 | 307,469 | |
2022 | 238,289 | |
2023 | 197,765 | |
2024 | 124,847 | |
2025 | 44,097 | |
2026 | 2,317 | |
2027 | 2,317 | |
2028 | 2,317 | |
2029 | 2,317 | |
2030 | 868 | |
Total | $ 1,463,217 | $ 1,680,570 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Sep. 30, 2018 | |
Cash insured by Federal Deposit Insurance Corporation | $ 250,000 | |
Notes receivable, net | 1,300,000 | $ 1,300,000 |
Accounts receivable, net | $ 122,783 | $ 251,655 |
Credit Concentration Risk [Member] | ||
Concentration risk percentage | 100.00% | 100.00% |
Credit Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | ||
Concentration risk percentage | 32.00% | |
Credit Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member] | ||
Concentration risk percentage | 36.00% | 36.00% |
Concentration of Credit Risk -
Concentration of Credit Risk - Schedule of Allowance for Accounts Receivable (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Sep. 30, 2018 | |
Gross accounts receivable | $ 556,837 | $ 669,265 |
Allowance for doubtful accounts | (445,887) | (414,475) |
Net accounts receivable | $ 122,783 | $ 251,655 |
Credit Concentration Risk [Member] | ||
Concentration of risk percentage | 100.00% | 100.00% |
Customer 1 [Member] | ||
Gross accounts receivable | $ 180,000 | $ 180,000 |
Customer 1 [Member] | Credit Concentration Risk [Member] | ||
Concentration of risk percentage | 32.00% | 27.00% |
Customer 2 [Member] | ||
Gross accounts receivable | $ 29,063 | $ 34,268 |
Customer 2 [Member] | Credit Concentration Risk [Member] | ||
Concentration of risk percentage | 5.00% | 5.00% |
Customer 3 [Member] | ||
Gross accounts receivable | $ 22,740 | $ 27,317 |
Customer 3 [Member] | Credit Concentration Risk [Member] | ||
Concentration of risk percentage | 4.00% | 4.00% |
All Others [Member] | ||
Gross accounts receivable | $ 325,034 | $ 427,680 |
All Others [Member] | Credit Concentration Risk [Member] | ||
Concentration of risk percentage | 58.00% | 64.00% |
Property and Equipment (Details
Property and Equipment (Details Narrative) | 6 Months Ended |
Mar. 31, 2019USD ($) | |
Property, Plant and Equipment [Abstract] | |
Capitalized equipment | $ 738,141 |
Depreciation expense | $ 230,454 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Estimated Life of Property and Equipment (Details) | 6 Months Ended |
Mar. 31, 2019 | |
Building [Member] | |
Property and equipment, estimated useful life | 39 years |
Laboratory and Computer Equipment [Member] | |
Property and equipment, estimated useful life | 5 years |
Furniture and Fixtures [Member] | |
Property and equipment, estimated useful life | 7 years |
Software [Member] | |
Property and equipment, estimated useful life | 3 years |
Domains [Member] | |
Property and equipment, estimated useful life | 15 years |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2019 | Sep. 30, 2018 |
Property and equipment gross | $ 6,020,931 | $ 5,249,394 |
Accumulated depreciation | (897,746) | (520,437) |
Net value | 3,623,541 | 3,525,772 |
Assets Not-In-Service [Member] | ||
Property and equipment gross | 455,540 | |
Capital Assets [Member] | ||
Property and equipment gross | 1,287,091 | 535,095 |
Land [Member] | ||
Property and equipment gross | 212,550 | 212,550 |
Buildings & Real Estate [Member] | ||
Property and equipment gross | 941,857 | 937,450 |
Furniture and Equipment [Member] | ||
Property and equipment gross | 187,602 | 189,459 |
Laboratory Equipment [Member] | ||
Property and equipment gross | 2,651,312 | 2,468,141 |
Software [Member] | ||
Property and equipment gross | 73,908 | 63,913 |
Leasehold Improvements [Member] | ||
Property and equipment gross | 582,695 | 303,331 |
Vehicles [Member] | ||
Property and equipment gross | $ 83,915 | $ 83,915 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | |
Loan received from related party | $ 199,040 | ||
Repayments of related party debt | 27,151 | $ 176,528 | |
Unamortized debt discount | 792,040 | $ 753,557 | |
Keystone Labs [Member] | |||
Loan received from related party | 119,937 | ||
Repayments of related party debt | 25,886 | ||
Due to related party | 153,177 | 25,886 | |
Chief Operating Officer [Member] | |||
Loan received from related party | 15,000 | ||
Repayments of related party debt | 1,040 | ||
Due to related party | 13,960 | 0 | |
Sara Lausmann [Member] | Oregon Analytical Services, LLC [Member] | |||
Repayments of related party debt | 9,000 | ||
Due to related party | $ 571,299 | 580,299 | |
Interest rate | 5.00% | ||
Accrued interest | $ 93,653 | 79,295 | |
Anthony Smith [Member] | |||
Repayments of related party debt | 12,000 | ||
Due to related party | $ 224,000 | 236,000 | |
Interest rate | 5.00% | ||
Accrued interest | $ 36,696 | 30,960 | |
Anthony Smith [Member] | Smith Scientific Industries [Member] | |||
Purchase percentage | 80.00% | ||
Henry Grimmett [Member] | Greenhaus Analytical Services, LLC [Member] | Interest 0% [Member] | |||
Due to related party | $ 113,554 | 117,412 | |
Interest rate | 0.00% | ||
Notes payable | $ 3,859 | ||
Repayment of debt quarterly | 25,000 | ||
Henry Grimmett [Member] | Greenhaus Analytical Services, LLC [Member] | Interest 6% [Member] | |||
Due to related party | $ 340,000 | 340,000 | |
Interest rate | 6.00% | ||
Accrued interest | $ 50,078 | 39,905 | |
Notes payable | $ 340,000 | ||
Maturity date | Oct. 16, 2020 | ||
Unamortized debt discount | $ 39,302 | $ 51,971 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | |
Common shares issued for services, value | $ 53,000 | $ 128,400 | $ 38,252 | $ 241,157 | |||
Common shares issued for conversion of convertible debentures, value | $ 388,000 | ||||||
Incentive plan expense | $ 395,850 | $ 1,234,415 | |||||
Common stock, shares issued | 27,094,744 | 16,068,505 | 27,094,744 | 16,068,505 | 23,255,409 | ||
Common stock, shares outstanding | 27,094,744 | 16,068,505 | 27,094,744 | 16,068,505 | 23,255,409 | ||
Common Stock [Member] | |||||||
Conversion of stock, shares converted | 507,500 | 700,000 | |||||
Common shares issued for services | 350,000 | 207,750 | |||||
Common shares issued for services, value | $ 181,400 | $ 254,720 | |||||
Common shares issued for cash | 400,000 | 1,270,000 | |||||
Common shares issued for cash, value | $ 186,000 | $ 508,000 | |||||
Common shares stock subscription | 1,015,000 | 1,015,000 | |||||
Common shares stock subscription, value | $ 406,000 | $ 406,000 | |||||
Common shares issued for employee equity incentive plan | 87,500 | 57,000 | |||||
Common shares issued for employee equity incentive plan, value | $ 55,375 | $ 75,755 | |||||
Common shares issued for conversion of convertible notes payable | 779,808 | 1,869,650 | |||||
Common shares issued for conversion of convertible notes payable, value | $ 317,100 | $ 703,215 | |||||
Common shares issued for conversion of convertible debentures | 669,362 | ||||||
Common shares issued for conversion of convertible debentures, value | $ 388,000 | ||||||
Common shares issued for conversion of interest payable | 10,163 | ||||||
Common shares issued for conversion of interest payable, value | $ 2,988 | ||||||
Common shares issued for debt issuance costs | 20,000 | 670,271 | |||||
Common shares issued for debt issuance costs, value | $ 11,760 | $ 1,414,907 | |||||
Incentive plan expense | $ 166,647 | ||||||
Common shares issued for conversion of accrued interest | 74,412 | ||||||
Common shares issued for conversion of accrued interest, value | $ 27,270 | ||||||
Common Stock [Member] | Accounts Payable [Member] | |||||||
Common shares issued for settlement of debt | 37,500 | ||||||
Common shares issued for settlement of debt, value | $ 15,000 | ||||||
Common Stock [Member] | Non-Convertible Debt [Member] | |||||||
Common shares issued for settlement of debt | 324,000 | ||||||
Common shares issued for settlement of debt, value | $ 122,157 | ||||||
Common Stock [Member] | Non-Convertible Related Party Debt [Member] | |||||||
Common shares issued for settlement of debt | 125,000 | ||||||
Common shares issued for settlement of debt, value | $ 50,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||
Series B Preferred Stock [Member] | |||||||
Preferred stock, shares issued | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, shares designated | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Convertible preferred stock shares converted | 1 | 1 | |||||
Common shares issued for services | |||||||
Common shares issued for services, value | |||||||
Common shares issued for conversion of convertible debentures | |||||||
Common shares issued for conversion of convertible debentures, value | |||||||
Series C Preferred Stock [Member] | |||||||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | ||
Preferred stock, shares outstanding | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | ||
Preferred stock, shares designated | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Convertible preferred stock shares converted | 5 | 5 | |||||
Common shares issued for services | |||||||
Common shares issued for services, value | |||||||
Common shares issued for conversion of convertible debentures | |||||||
Common shares issued for conversion of convertible debentures, value | |||||||
Series D Preferred Stock [Member] | |||||||
Preferred stock, shares issued | 349,500 | 552,500 | 349,500 | 552,500 | 552,500 | ||
Preferred stock, shares outstanding | 349,500 | 552,500 | 349,500 | 552,500 | 552,500 | ||
Preferred stock, shares designated | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Convertible preferred stock shares converted | 2.5 | 2.5 | |||||
Conversion of stock, shares converted | 203,000 | 280,000 | |||||
Common shares issued for services | |||||||
Common shares issued for services, value | |||||||
Common shares issued for conversion of convertible debentures | |||||||
Common shares issued for conversion of convertible debentures, value |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Mar. 31, 2019 | Sep. 30, 2018 |
Loans Payable [Member] | ||
Accrued interest | $ 45,834 | $ 47,767 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable Outstanding (Details) - USD ($) | Mar. 31, 2019 | Sep. 30, 2018 |
Notes payable | $ 1,438,093 | $ 1,956,708 |
Less: unamortized original issue discounts | (119,000) | |
Total loans payable | 1,438,093 | 1,837,708 |
Less: current portion of loans payable | 786,727 | 643,927 |
Long-term portion of loans payable | 651,365 | 1,193,781 |
Notes Payable 1 [Member] | ||
Notes payable | 53,476 | 60,477 |
Notes Payable 2 [Member] | ||
Notes payable | 500,000 | |
Notes Payable 3 [Member] | ||
Notes payable | 634,617 | 646,231 |
Notes Payable 4 [Member] | ||
Notes payable | $ 750,000 | $ 750,000 |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Payable Outstanding (Details) (Parenthetical) - USD ($) | Jul. 05, 2018 | Jun. 28, 2018 | Sep. 06, 2017 | Mar. 16, 2017 | Mar. 31, 2019 | Sep. 30, 2018 |
Debt instrument principal amount | $ 3,770,359 | $ 2,431,822 | ||||
Notes Payable 1 [Member] | ||||||
Debt instrument interest rate | 6.637% | |||||
Debt instrument maturity date | Mar. 31, 2023 | |||||
Notes Payable 2 [Member] | ||||||
Debt instrument interest rate | 8.00% | |||||
Debt instrument maturity date | Jul. 6, 2018 | |||||
Debt instrument principal amount | $ 1,000,000 | |||||
Notes Payable 3 [Member] | ||||||
Debt instrument interest rate | 8.00% | |||||
Debt instrument maturity date | Jun. 28, 2021 | |||||
Debt instrument principal amount | $ 650,000 | |||||
Notes Payable 4 [Member] | ||||||
Debt instrument interest rate | 8.00% | |||||
Debt instrument maturity date | Jan. 5, 2019 | |||||
Debt instrument principal amount | $ 750,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Feb. 11, 2019USD ($) | Feb. 08, 2019USD ($)TradingDays | Feb. 05, 2019USD ($) | Feb. 04, 2019USD ($)TradingDays | Jan. 14, 2019USD ($)TradingDays | Dec. 27, 2018USD ($)TradingDays | Nov. 15, 2018USD ($)$ / shares | Nov. 15, 2018USD ($)$ / shares | Oct. 02, 2018USD ($)$ / shares | Sep. 17, 2018USD ($)TradingDays | Sep. 06, 2018USD ($)$ / shares | Aug. 29, 2018USD ($)$ / shares | Aug. 01, 2018USD ($)$ / shares | Jul. 02, 2018USD ($)$ / shares | Apr. 24, 2018USD ($)TradingDays$ / shares | Aug. 14, 2017USD ($)TradingDays | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($)shares |
Debt instrument face amount | $ 3,770,359 | $ 2,431,822 | ||||||||||||||||
Noteholder 1 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 275,600 | 0 | $ 167,100 | |||||||||||||||
Original issue discount | 15,600 | |||||||||||||||||
Cash paid to third parties | 10,000 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 250,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt instrument maturity date | Aug. 14, 2018 | Aug. 14, 2019 | ||||||||||||||||
Debt instrument description | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 75% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion. | |||||||||||||||||
Debt instrument threshold percentage | 75.00% | |||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||
Debt conversion principal amount converted | $ 167,100 | |||||||||||||||||
Debt conversion principal amount converted, shares | shares | 479,848 | |||||||||||||||||
Debt conversion interest amount converted | $ 2,988 | |||||||||||||||||
Debt conversion interest amount converted, shares | shares | 10,163 | |||||||||||||||||
Accrued interest | 0 | $ 2,839 | ||||||||||||||||
Noteholder 2 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 220,000 | $ 220,000 | $ 220,000 | |||||||||||||||
Original issue discount | 20,000 | |||||||||||||||||
Cash paid to third parties | 17,000 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 183,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt instrument maturity date | Oct. 1, 2018 | Oct. 1, 2018 | Oct. 1, 2018 | |||||||||||||||
Accrued interest | $ 13,116 | $ 4,340 | ||||||||||||||||
Conversion price per share | $ / shares | $ 0.60 | |||||||||||||||||
Noteholder 3 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 220,000 | $ 220,000 | $ 220,000 | |||||||||||||||
Original issue discount | 20,000 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 200,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt instrument maturity date | Oct. 1, 2018 | Oct. 1, 2018 | Oct. 1, 2018 | |||||||||||||||
Accrued interest | $ 13,116 | $ 4,340 | ||||||||||||||||
Conversion price per share | $ / shares | $ 0.60 | |||||||||||||||||
Noteholder 3 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 585,000 | $ 435,000 | $ 585,000 | |||||||||||||||
Original issue discount | $ 35,348 | |||||||||||||||||
Debt instrument interest rate | 0.00% | |||||||||||||||||
Debt instrument maturity date | Mar. 11, 2019 | Mar. 11, 2019 | ||||||||||||||||
Debt instrument description | The new convertible note payable carries an interest rate of 0% per annum is convertible into common stock of the Company at the option of the noteholder immediately at 80% of the lowest volume weighted average price of the Company's common stock in the preceding 20 trading days. | |||||||||||||||||
Debt instrument threshold percentage | 80.00% | |||||||||||||||||
Debt instrument trading days | TradingDays | 20 | |||||||||||||||||
Accrued interest | $ 0 | $ 0 | ||||||||||||||||
Noteholder 3 [Member] | Palliatech [Member] | ||||||||||||||||||
Debt instrument face amount | $ 549,652 | |||||||||||||||||
Noteholder 4 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 330,000 | $ 330,000 | $ 330,000 | |||||||||||||||
Original issue discount | 30,000 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 300,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt instrument maturity date | Oct. 1, 2018 | Jan. 1, 2019 | Oct. 1, 2018 | |||||||||||||||
Accrued interest | $ 17,504 | $ 10,994 | ||||||||||||||||
Conversion price per share | $ / shares | $ 0.60 | |||||||||||||||||
Noteholder 4 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 220,000 | $ 220,000 | ||||||||||||||||
Original issue discount | 20,000 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 200,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt instrument maturity date | Jan. 1, 2019 | Jan. 1, 2019 | ||||||||||||||||
Accrued interest | $ 8,679 | |||||||||||||||||
Conversion price per share | $ / shares | $ 0.60 | |||||||||||||||||
Noteholder 5 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 222,222 | $ 222,222 | $ 222,222 | |||||||||||||||
Original issue discount | 22,222 | |||||||||||||||||
Cash paid to third parties | 5,500 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 194,500 | |||||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||||
Debt instrument maturity date | Feb. 28, 2019 | Feb. 28, 2019 | Feb. 28, 2019 | |||||||||||||||
Accrued interest | $ 3,775 | $ 0 | ||||||||||||||||
Conversion price per share | $ / shares | $ 0.70 | |||||||||||||||||
Noteholder 6 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 125,000 | $ 125,000 | $ 125,000 | |||||||||||||||
Original issue discount | 15,000 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 110,000 | |||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||
Debt instrument maturity date | Sep. 6, 2019 | Sep. 6, 2019 | Sep. 6, 2019 | |||||||||||||||
Accrued interest | $ 7,055 | $ 0 | ||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | |||||||||||||||||
Noteholder 7 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 62,500 | $ 62,500 | $ 62,500 | |||||||||||||||
Original issue discount | 6,250 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 56,250 | |||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||
Debt instrument maturity date | Sep. 6, 2019 | Sep. 17, 2019 | Sep. 17, 2019 | |||||||||||||||
Accrued interest | $ 3,339 | $ 0 | ||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | |||||||||||||||||
Noteholder 8 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 222,600 | $ 222,600 | $ 222,600 | |||||||||||||||
Original issue discount | $ 12,600 | 12,600 | ||||||||||||||||
Cash proceeds from convertible promissory note | $ 210,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | ||||||||||||||||
Debt instrument maturity date | Nov. 15, 2019 | Nov. 15, 2019 | Nov. 15, 2019 | |||||||||||||||
Accrued interest | $ 6,635 | |||||||||||||||||
Conversion price per share | $ / shares | $ 0.55 | $ 0.55 | ||||||||||||||||
Noteholder 8 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 265,000 | $ 265,000 | ||||||||||||||||
Original issue discount | 15,000 | |||||||||||||||||
Cash paid to third parties | 10,000 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 240,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt instrument maturity date | Feb. 4, 2020 | Nov. 15, 2019 | ||||||||||||||||
Debt instrument description | The convertible note payable carries interest at a rate of 8% per annum, is due on February 4, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company's common stock in the preceding 15 trading days. | |||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||
Accrued interest | $ 3,195 | |||||||||||||||||
Noteholder 9 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 105,000 | $ 105,000 | ||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt instrument maturity date | Dec. 27, 2019 | Dec. 27, 2019 | ||||||||||||||||
Debt instrument description | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion. | |||||||||||||||||
Debt instrument threshold percentage | 65.00% | |||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||
Accrued interest | $ 2,140 | |||||||||||||||||
Noteholder 9 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 131,250 | $ 131,250 | $ 131,250 | |||||||||||||||
Cash paid to third parties | 6,250 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 125,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt instrument maturity date | Feb. 5, 2020 | Jan. 14, 2020 | Dec. 27, 2019 | |||||||||||||||
Debt instrument description | The convertible note payable carries interest at a rate of 8% per annum, is due on January 14, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company's common stock in the preceding 15 trading days. | |||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||
Accrued interest | $ 2,186 | |||||||||||||||||
Noteholder 9 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 131,250 | $ 131,250 | 131,250 | |||||||||||||||
Cash paid to third parties | 6,250 | |||||||||||||||||
Cash proceeds from convertible promissory note | $ 125,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt instrument maturity date | Feb. 11, 2020 | Feb. 4, 2020 | ||||||||||||||||
Debt instrument description | The convertible note payable carries interest at a rate of 8% per annum, is due on February 4, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company's common stock in the preceding 15 trading days. | |||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||
Accrued interest | 1,553 | |||||||||||||||||
Noteholder 10 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||||||
Debt instrument maturity date | Apr. 24, 2019 | Apr. 24, 2019 | Apr. 24, 2019 | |||||||||||||||
Debt instrument description | In the event the average lowest trading price of the Company's common stock during the five days prior to maturity is less than $1.25 per share, the Company will pay the noteholder the difference between $1.25 and the average lowest trading price during the preceding five days per share converted in cash. | |||||||||||||||||
Debt instrument trading days | TradingDays | 5 | |||||||||||||||||
Accrued interest | $ 0 | $ 0 | ||||||||||||||||
Conversion price per share | $ / shares | $ 1.25 | |||||||||||||||||
Percentage of asset exchange | 100.00% | |||||||||||||||||
Debt instrument trading price | $ / shares | $ 1.25 | |||||||||||||||||
Noteholder 11 [Member] | ||||||||||||||||||
Debt instrument face amount | $ 580,537 | 580,537 | ||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||
Debt instrument maturity date | Feb. 8, 2020 | |||||||||||||||||
Debt instrument description | The new convertible note payable carries an interest rate of 10% per annum, with one year interest guaranteed, is due on February 8, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 30% discount from the lowest trading price of the Company's common stock in the preceding 15 trading days. | |||||||||||||||||
Debt instrument threshold percentage | 30.00% | |||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||
Accrued interest | $ 8,112 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Feb. 11, 2019 | Feb. 08, 2019 | Feb. 05, 2019 | Feb. 04, 2019 | Jan. 14, 2019 | Dec. 27, 2018 | Nov. 15, 2018 | Nov. 15, 2018 | Oct. 02, 2018 | Sep. 06, 2018 | Aug. 29, 2018 | Aug. 01, 2018 | Jul. 02, 2018 | Apr. 24, 2018 | Aug. 14, 2017 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 17, 2018 |
Principal | $ 3,770,359 | $ 2,431,822 | ||||||||||||||||
Unamortized debt discount | (792,040) | (753,557) | ||||||||||||||||
Carrying value | 2,978,319 | 1,678,265 | ||||||||||||||||
Accrued interest | $ 767,524 | $ 416,459 | ||||||||||||||||
Noteholder 2 [Member] | ||||||||||||||||||
Issue date | Jul. 2, 2018 | Jul. 2, 2018 | ||||||||||||||||
Due date | Oct. 1, 2018 | Oct. 1, 2018 | Oct. 1, 2018 | |||||||||||||||
Principal | $ 220,000 | $ 220,000 | $ 220,000 | |||||||||||||||
Unamortized debt discount | (220) | |||||||||||||||||
Carrying value | 220,000 | 219,780 | ||||||||||||||||
Accrued interest | $ 13,116 | $ 4,340 | ||||||||||||||||
Noteholder 3 [Member] | ||||||||||||||||||
Issue date | Jul. 2, 2018 | Jul. 2, 2018 | ||||||||||||||||
Due date | Oct. 1, 2018 | Oct. 1, 2018 | Oct. 1, 2018 | |||||||||||||||
Principal | $ 220,000 | $ 220,000 | $ 220,000 | |||||||||||||||
Unamortized debt discount | (220) | |||||||||||||||||
Carrying value | 220,000 | 219,780 | ||||||||||||||||
Accrued interest | $ 13,116 | $ 4,340 | ||||||||||||||||
Noteholder 4 [Member] | ||||||||||||||||||
Issue date | Aug. 1, 2018 | Aug. 1, 2018 | ||||||||||||||||
Due date | Oct. 1, 2018 | Jan. 1, 2019 | Oct. 1, 2018 | |||||||||||||||
Principal | $ 330,000 | $ 330,000 | $ 330,000 | |||||||||||||||
Unamortized debt discount | (492) | |||||||||||||||||
Carrying value | 330,000 | 329,508 | ||||||||||||||||
Accrued interest | $ 17,504 | |||||||||||||||||
Noteholder 5 [Member] | ||||||||||||||||||
Issue date | Aug. 29, 2018 | Aug. 29, 2018 | ||||||||||||||||
Due date | Feb. 28, 2019 | Feb. 28, 2019 | Feb. 28, 2019 | |||||||||||||||
Principal | $ 222,222 | $ 222,222 | $ 222,222 | |||||||||||||||
Unamortized debt discount | (78,670) | |||||||||||||||||
Carrying value | 222,222 | 143,552 | ||||||||||||||||
Accrued interest | $ 6,514 | |||||||||||||||||
Noteholder 6 [Member] | ||||||||||||||||||
Issue date | Sep. 6, 2018 | Sep. 6, 2018 | ||||||||||||||||
Due date | Sep. 6, 2019 | Sep. 6, 2019 | Sep. 6, 2019 | |||||||||||||||
Principal | $ 125,000 | $ 125,000 | $ 125,000 | |||||||||||||||
Unamortized debt discount | (37,887) | (89,921) | ||||||||||||||||
Carrying value | 87,113 | 35,079 | ||||||||||||||||
Accrued interest | $ 7,055 | |||||||||||||||||
Noteholder 3 [Member] | ||||||||||||||||||
Issue date | Sep. 13, 2018 | Sep. 13, 2018 | ||||||||||||||||
Due date | Mar. 11, 2019 | Mar. 11, 2019 | ||||||||||||||||
Principal | $ 435,000 | $ 585,000 | $ 585,000 | |||||||||||||||
Unamortized debt discount | (513,062) | |||||||||||||||||
Carrying value | 435,000 | 71,938 | ||||||||||||||||
Accrued interest | ||||||||||||||||||
Noteholder 7 [Member] | ||||||||||||||||||
Issue date | Sep. 17, 2018 | Sep. 17, 2018 | ||||||||||||||||
Due date | Sep. 6, 2019 | Sep. 17, 2019 | Sep. 17, 2019 | |||||||||||||||
Principal | $ 62,500 | $ 62,500 | $ 62,500 | |||||||||||||||
Unamortized debt discount | (26,327) | (57,381) | ||||||||||||||||
Carrying value | 36,173 | 5,119 | ||||||||||||||||
Accrued interest | $ 3,339 | |||||||||||||||||
Noteholder 4 [Member] | ||||||||||||||||||
Issue date | Oct. 2, 2018 | |||||||||||||||||
Due date | Jan. 1, 2019 | Jan. 1, 2019 | ||||||||||||||||
Principal | $ 220,000 | $ 220,000 | ||||||||||||||||
Unamortized debt discount | ||||||||||||||||||
Carrying value | 220,000 | |||||||||||||||||
Accrued interest | $ 8,679 | |||||||||||||||||
Noteholder 8 [Member] | ||||||||||||||||||
Issue date | Nov. 15, 2018 | |||||||||||||||||
Due date | Nov. 15, 2019 | Nov. 15, 2019 | Nov. 15, 2019 | |||||||||||||||
Principal | $ 222,600 | $ 222,600 | $ 222,600 | |||||||||||||||
Unamortized debt discount | $ (184,957) | $ (184,957) | (139,659) | |||||||||||||||
Carrying value | 82,941 | |||||||||||||||||
Accrued interest | $ 6,635 | |||||||||||||||||
Noteholder 9 [Member] | ||||||||||||||||||
Issue date | Dec. 27, 2018 | |||||||||||||||||
Due date | Dec. 27, 2019 | Dec. 27, 2019 | ||||||||||||||||
Principal | $ 105,000 | $ 105,000 | ||||||||||||||||
Unamortized debt discount | $ (38,365) | (78,248) | ||||||||||||||||
Carrying value | 26,753 | |||||||||||||||||
Accrued interest | $ 2,140 | |||||||||||||||||
Noteholder 9 [Member] | ||||||||||||||||||
Issue date | Dec. 27, 2018 | |||||||||||||||||
Due date | Feb. 5, 2020 | Jan. 14, 2020 | Dec. 27, 2019 | |||||||||||||||
Principal | $ 131,250 | $ 131,250 | $ 131,250 | |||||||||||||||
Unamortized debt discount | $ (14,423) | (111,832) | ||||||||||||||||
Carrying value | 19,418 | |||||||||||||||||
Accrued interest | $ 2,186 | |||||||||||||||||
Noteholder 8 [Member] | ||||||||||||||||||
Issue date | Nov. 15, 2018 | |||||||||||||||||
Due date | Feb. 4, 2020 | Nov. 15, 2019 | ||||||||||||||||
Principal | $ 265,000 | $ 265,000 | ||||||||||||||||
Unamortized debt discount | (224,168) | |||||||||||||||||
Carrying value | 40,832 | |||||||||||||||||
Accrued interest | 3,195 | |||||||||||||||||
Noteholder 9 [Member] | ||||||||||||||||||
Due date | Feb. 11, 2020 | Feb. 4, 2020 | ||||||||||||||||
Principal | $ 131,250 | $ 131,250 | 131,250 | |||||||||||||||
Unamortized debt discount | (113,990) | |||||||||||||||||
Carrying value | 17,260 | |||||||||||||||||
Accrued interest | 1,553 | |||||||||||||||||
Noteholder 11 [Member] | ||||||||||||||||||
Due date | Feb. 8, 2020 | |||||||||||||||||
Principal | $ 580,537 | 580,537 | ||||||||||||||||
Unamortized debt discount | (59,930) | |||||||||||||||||
Carrying value | 520,607 | |||||||||||||||||
Accrued interest | $ 8,112 | |||||||||||||||||
Noteholder 10 [Member] | ||||||||||||||||||
Issue date | Apr. 24, 2018 | Apr. 24, 2018 | ||||||||||||||||
Due date | Apr. 24, 2019 | Apr. 24, 2019 | Apr. 24, 2019 | |||||||||||||||
Principal | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||
Carrying value | 500,000 | 500,000 | ||||||||||||||||
Accrued interest | ||||||||||||||||||
Noteholder 1 [Member] | ||||||||||||||||||
Issue date | Aug. 14, 2018 | |||||||||||||||||
Due date | Aug. 14, 2018 | Aug. 14, 2019 | ||||||||||||||||
Principal | $ 275,600 | $ 0 | $ 167,100 | |||||||||||||||
Unamortized debt discount | (13,591) | |||||||||||||||||
Carrying value | 153,509 | |||||||||||||||||
Accrued interest | $ 2,839 |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) - USD ($) | Jan. 29, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 |
Debt instrument principal amount | $ 3,770,359 | $ 2,431,822 | ||
Gross proceeds from debenture issuance | 971,014 | |||
Amortization of debt discount | 1,951,983 | $ 1,199,159 | ||
Unamortized debt discount | 792,040 | $ 753,557 | ||
8% Unsecured Convertible Debentures [Member] | ||||
Issuance of debentures | 5,973 | |||
Debt instrument interest rate | 8.00% | |||
Debt instrument principal amount | $ 1,000 | |||
Number of warrants to issued | 250 | |||
Gross proceeds from debenture issuance | $ 5,973,000 | |||
Warrants exercise price | $ 0.80 | |||
Warrant term | 24 months | |||
Debt instrument term | 36 months | |||
Debt conversion price | $ 0.60 | |||
Convertible Debentures [Member] | ||||
Debt instrument interest rate | 6.00% | |||
Debt instrument principal amount | 5,183,000 | |||
Number of warrants to issued | 597,300 | |||
Warrants exercise price | $ 0.60 | |||
Warrant term | 2 years | |||
Cash based issuance costs | $ 702,963 | |||
Common share value | $ 1,414,907 | |||
Additional Warrants to purchase common stock | 1,265,385 | |||
Debt issuance costs | $ 3,383,255 | |||
Detachable warrants issued with convertible debentures | 3,351,160 | |||
Convertible debenture converted into common stock | $ 6,957,000 | |||
Convertible debenture converted into common stock, shares | 11,595,000 | |||
Total initial measurement of warrants issued with convertible debentures | $ 4,616,545 | |||
Amortization of debt discount | 4,465,131 | 698,521 | ||
Debt discount and issuance costs | $ 6,583,000 | |||
Unamortized debt discount | 3,484,269 | |||
Accrued interest | $ 446,427 | |||
Three Separate Debentures [Member] | ||||
Issuance of debentures | 3 | |||
Number of warrants to issued | 152,500 | |||
Gross proceeds from debenture issuance | $ 610,000 | |||
Warrants exercise price | $ 0.80 | |||
Debt conversion price | $ 0.60 | |||
Nineteen Additional Debentures [Member] | ||||
Issuance of debentures | 19 | |||
Number of warrants to issued | 187,000 | |||
Gross proceeds from debenture issuance | $ 374,000 | |||
Warrants exercise price | $ 0.80 | |||
Debt conversion price | $ 0.60 |
Convertible Debentures - Schedu
Convertible Debentures - Schedule of Fair Value Assumptions of Warrants (Details) | 6 Months Ended |
Mar. 31, 2019 | |
Expected Term of Options Granted [Member] | |
Warrant fair value measurement term | 2 years |
Expected Term of Options Granted [Member] | Detachable Warrants [Member] | |
Warrant fair value measurement term | 2 years |
Expected Volatility [Member] | |
Warrant fair value measurement | 2.23 |
Expected Volatility [Member] | Detachable Warrants [Member] | Minimum [Member] | |
Warrant fair value measurement | 2.11 |
Expected Volatility [Member] | Detachable Warrants [Member] | Maximum [Member] | |
Warrant fair value measurement | 2.23 |
Risk Free Interest Rate [Member] | |
Warrant fair value measurement | 0.0249 |
Risk Free Interest Rate [Member] | Detachable Warrants [Member] | Minimum [Member] | |
Warrant fair value measurement | 0.0209 |
Risk Free Interest Rate [Member] | Detachable Warrants [Member] | Maximum [Member] | |
Warrant fair value measurement | 0.0225 |
Expected Dividend Yield [Member] | |
Warrant fair value measurement | 0 |
Expected Dividend Yield [Member] | Detachable Warrants [Member] | |
Warrant fair value measurement | 0 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | Feb. 11, 2019USD ($) | Feb. 05, 2019USD ($) | Feb. 04, 2019USD ($) | Jan. 14, 2019USD ($) | Dec. 27, 2018USD ($) | Nov. 15, 2018USD ($) | Nov. 15, 2018USD ($) | Oct. 02, 2018USD ($)shares | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($) |
Derivative liability | $ 2,102,387 | $ 2,102,387 | $ 1,181,278 | ||||||||||
Gain on derivative liability | (556,647) | $ 1,794,091 | |||||||||||
Debt instrument face amount | 3,770,359 | 3,770,359 | 2,431,822 | ||||||||||
Debt instrument discount | 792,040 | 792,040 | $ 753,557 | ||||||||||
Loss on derivative fair value measurement | 1,145,140 | ||||||||||||
Change in fair value of derivatives | (1,409,305) | $ 1,780,769 | (556,647) | $ 1,794,091 | |||||||||
Convertible Debenture [Member] | |||||||||||||
Debt instrument face amount | $ 220,000 | ||||||||||||
Debt instrument maturity date | Jan. 1, 2019 | ||||||||||||
Convertible Debenture [Member] | October 17, 2020 to October 23, 2020 [Member] | |||||||||||||
Debt instrument face amount | 374,000 | 374,000 | |||||||||||
Conversion Features [Member] | |||||||||||||
Derivative liability | $ 1,445,738 | 1,445,738 | |||||||||||
Change in fair value of derivatives | $ 430,636 | ||||||||||||
Conversion Features [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||
Derivative liability measurement input | 1.10 | 1.10 | |||||||||||
Conversion Features [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Derivative liability measurement input | 0.0240 | 0.0240 | |||||||||||
Conversion Features [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] | |||||||||||||
Derivative liability measurement input | $ / shares | 0.21 | 0.21 | |||||||||||
Conversion Features [Member] | Measurement Input, Exercise Price [Member] | Maximum [Member] | |||||||||||||
Derivative liability measurement input | $ / shares | 0.31 | 0.31 | |||||||||||
Conversion Features [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||||||||||
Derivative liability measurement input term | 7 months 17 days | ||||||||||||
Conversion Features [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||||||||||
Derivative liability measurement input term | 10 months 14 days | ||||||||||||
Warrants [Member] | |||||||||||||
Derivative liability | $ 57,014 | $ 627,792 | $ 627,792 | ||||||||||
Debt instrument discount | 53,333 | 53,333 | |||||||||||
Loss on derivative fair value measurement | 3,681 | ||||||||||||
Change in fair value of derivatives | 651,427 | ||||||||||||
Warrants issued | shares | 100,000 | ||||||||||||
Warrants [Member] | October 17, 2020 to October 23, 2020 [Member] | |||||||||||||
Derivative liability | $ 73,383 | $ 73,383 | |||||||||||
Warrants issued | shares | 187,000 | ||||||||||||
Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||
Derivative liability measurement input | 1.10 | 1.10 | |||||||||||
Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Derivative liability measurement input | 0.0240 | 0.0240 | |||||||||||
Warrants [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] | |||||||||||||
Derivative liability measurement input | $ / shares | 0.60 | 0.60 | |||||||||||
Warrants [Member] | Measurement Input, Exercise Price [Member] | Maximum [Member] | |||||||||||||
Derivative liability measurement input | $ / shares | 0.80 | 0.80 | |||||||||||
Warrants [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||||||||||
Derivative liability measurement input term | 10 months 14 days | ||||||||||||
Warrants [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||||||||||
Derivative liability measurement input term | 11 months 26 days | ||||||||||||
Noteholder 8 [Member] | |||||||||||||
Derivative liability | $ 220,463 | $ 220,463 | |||||||||||
Debt instrument face amount | $ 222,600 | $ 222,600 | $ 222,600 | $ 222,600 | |||||||||
Debt instrument maturity date | Nov. 15, 2019 | Nov. 15, 2019 | Nov. 15, 2019 | ||||||||||
Debt instrument discount | $ 184,957 | $ 184,957 | 139,659 | $ 139,659 | |||||||||
Loss on derivative fair value measurement | $ 35,506 | ||||||||||||
Noteholder 9 [Member] | |||||||||||||
Derivative liability | $ 98,091 | ||||||||||||
Debt instrument face amount | $ 105,000 | 105,000 | $ 105,000 | ||||||||||
Debt instrument maturity date | Dec. 27, 2019 | Dec. 27, 2019 | |||||||||||
Debt instrument discount | $ 38,365 | 78,248 | $ 78,248 | ||||||||||
Loss on derivative fair value measurement | $ 59,725 | ||||||||||||
Noteholder 8 [Member] | |||||||||||||
Derivative liability | $ 322,521 | ||||||||||||
Debt instrument face amount | $ 265,000 | 265,000 | $ 265,000 | ||||||||||
Debt instrument maturity date | Feb. 4, 2020 | Nov. 15, 2019 | |||||||||||
Debt instrument discount | 224,168 | $ 224,168 | |||||||||||
Loss on derivative fair value measurement | $ 322,521 | ||||||||||||
Noteholder 9 [Member] | |||||||||||||
Derivative liability | $ 144,752 | ||||||||||||
Debt instrument face amount | $ 131,250 | $ 131,250 | 131,250 | $ 131,250 | |||||||||
Debt instrument maturity date | Feb. 5, 2020 | Jan. 14, 2020 | Dec. 27, 2019 | ||||||||||
Debt instrument discount | $ 14,423 | 111,832 | $ 111,832 | ||||||||||
Loss on derivative fair value measurement | $ 130,329 | ||||||||||||
Noteholder 9 [Member] | |||||||||||||
Derivative liability | $ 228,916 | ||||||||||||
Debt instrument face amount | $ 131,250 | $ 131,250 | 131,250 | 131,250 | |||||||||
Debt instrument maturity date | Feb. 11, 2020 | Feb. 4, 2020 | |||||||||||
Debt instrument discount | $ 113,990 | $ 113,990 | |||||||||||
Loss on derivative fair value measurement | $ 228,916 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Liability [Abstract] | ||||
Beginning, Balance | $ 1,181,278 | |||
Initial measurement of derivative liabilities | 1,145,140 | |||
Change in fair market value | $ (1,409,305) | $ 1,780,769 | (556,647) | $ 1,794,091 |
Write off due to conversion | ||||
Ending, Balance | $ 2,102,387 | $ 2,102,387 |
Derivative Liability - Summary
Derivative Liability - Summary of Gain (Loss) on Derivative Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Liability [Abstract] | ||||
Day one loss due to derivatives on convertible debt | $ (780,678) | $ (352,206) | ||
Change in fair value of derivatives | $ (1,409,305) | $ 1,780,769 | (556,647) | 1,794,091 |
Total derivative gain (loss) | $ (556,647) | $ 1,794,091 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stock Options And Warrants | ||
Stock option expense | $ 169,922 | $ 72,587 |
Unrecognized stock-based compensation expense | $ 787,907 |
Stock Options and Warrants - Su
Stock Options and Warrants - Summary of Stock Option and Warrant Activity (Details) | 6 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Stock Options And Warrants | |
Beginning balance, Shares | shares | 4,638,050 |
Granted, Shares | shares | 646,920 |
Exercised, Shares | shares | |
Forfeited, Shares | shares | |
Expired, Shares | shares | |
Ending balance, Shares | shares | 5,284,970 |
Weighted-Average Exercise Price Per Share, Beginning balance | $ / shares | $ 0.784 |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 0.610 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | |
Weighted-Average Exercise Price Per Share, Forfeited | $ / shares | |
Weighted-Average Exercise Price Per Share, Expired | $ / shares | |
Weighted-Average Exercise Price Per Share, Ending balance | $ / shares | $ 0.764 |
Stock Options and Warrants - Sc
Stock Options and Warrants - Schedule of Outstanding and Exercisable Options and Warrants (Details) | 6 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Option Shares, Outstanding | shares | 5,284,970 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.783 |
Weighted Average Remaining Life (Years), Outstanding | 2 years 9 months 25 days |
Number of Option Shares, Exercisable | shares | 4,513,720 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.764 |
Exercise Prices One [Member] | |
Number of Option Shares, Outstanding | shares | 110,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.400 |
Weighted Average Remaining Life (Years), Outstanding | 2 years 4 months 17 days |
Number of Option Shares, Exercisable | shares | 110,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.400 |
Exercise Prices Two [Member] | |
Number of Option Shares, Outstanding | shares | 330,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.420 |
Weighted Average Remaining Life (Years), Outstanding | 4 years 9 months 18 days |
Number of Option Shares, Exercisable | shares | 330,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.420 |
Exercise Prices Three [Member] | |
Number of Option Shares, Outstanding | shares | 165,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.500 |
Weighted Average Remaining Life (Years), Outstanding | 2 years 5 months 12 days |
Number of Option Shares, Exercisable | shares | 162,500 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.500 |
Exercise Prices Four [Member] | |
Number of Option Shares, Outstanding | shares | 627,220 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.600 |
Weighted Average Remaining Life (Years), Outstanding | 10 months 14 days |
Number of Option Shares, Exercisable | shares | 627,220 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.600 |
Exercise Prices Five [Member] | |
Number of Option Shares, Outstanding | shares | 145,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.650 |
Weighted Average Remaining Life (Years), Outstanding | 3 years 6 months 25 days |
Number of Option Shares, Exercisable | shares | 36,250 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.650 |
Exercise Prices Six [Member] | |
Number of Option Shares, Outstanding | shares | 3,482,750 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.800 |
Weighted Average Remaining Life (Years), Outstanding | 2 years 2 months 8 days |
Number of Option Shares, Exercisable | shares | 3,095,250 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.800 |
Exercise Prices Seven [Member] | |
Number of Option Shares, Outstanding | shares | 100,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.850 |
Weighted Average Remaining Life (Years), Outstanding | 4 years 18 days |
Number of Option Shares, Exercisable | shares | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.850 |
Exercise Prices Eight [Member] | |
Number of Option Shares, Outstanding | shares | 25,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 1.050 |
Weighted Average Remaining Life (Years), Outstanding | 4 years 6 months 18 days |
Number of Option Shares, Exercisable | shares | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.050 |
Exercise Prices Nine [Member] | |
Number of Option Shares, Outstanding | shares | 220,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 1.260 |
Weighted Average Remaining Life (Years), Outstanding | 3 years 2 months 30 days |
Number of Option Shares, Exercisable | shares | 110,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.260 |
Exercise Prices Ten [Member] | |
Number of Option Shares, Outstanding | shares | 10,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 1.300 |
Weighted Average Remaining Life (Years), Outstanding | 2 years 6 months 21 days |
Number of Option Shares, Exercisable | shares | 7,500 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.300 |
Exercise Prices Eleven [Member] | |
Number of Option Shares, Outstanding | shares | 60,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 1.386 |
Weighted Average Remaining Life (Years), Outstanding | 3 years 2 months 30 days |
Number of Option Shares, Exercisable | shares | 30,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.386 |
Exercise Price Twelve [Member] | |
Number of Option Shares, Outstanding | shares | 10,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 1.666 |
Weighted Average Remaining Life (Years), Outstanding | 3 years 4 months 2 days |
Number of Option Shares, Exercisable | shares | 5,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.666 |
Stock Options and Warrants - _2
Stock Options and Warrants - Schedule of Stock Option Granted Assumptions (Details) | 6 Months Ended |
Mar. 31, 2019 | |
Expected term of options granted | 2 years |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected term of options granted | 1 year 1 month 6 days |
Expected volatility | 102.63% |
Risk-free interest rate | 2.57% |
Maximum [Member] | |
Expected term of options granted | 5 years |
Expected volatility | 122.49% |
Risk-free interest rate | 2.67% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Aug. 30, 2019USD ($)TradingDays | Aug. 29, 2019USD ($)TradingDays | Aug. 08, 2019USD ($)TradingDays | Apr. 24, 2019USD ($) | Apr. 08, 2019USD ($)$ / sharesshares | Aug. 29, 2018USD ($)shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Oct. 18, 2019USD ($)shares | Jun. 16, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) |
Number of shares issued for services, value | $ 53,000 | $ 128,400 | $ 38,252 | $ 241,157 | |||||||||||
Number of shares issued for conversion, value | $ 388,000 | ||||||||||||||
Debt instrument face amount | 3,770,359 | $ 3,770,359 | $ 2,431,822 | ||||||||||||
Proceeds from convertible debt | 971,014 | ||||||||||||||
Finance lease | $ 1,294,845 | 1,294,845 | |||||||||||||
Payment to financial lease | $ 93,050 | $ 22,347 | |||||||||||||
Firstfire Global Opportunities Fund LLC [Member] | |||||||||||||||
Debt original principal amount | $ 220,000 | ||||||||||||||
Number of shares agree to issue | shares | 1,000,000 | ||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||
Number of shares issued for conversion | shares | |||||||||||||||
Preferred stock issued upon conversion | shares | 2.5 | 2.5 | |||||||||||||
Number of shares issued for services | shares | |||||||||||||||
Number of shares issued for services, value | |||||||||||||||
Number of shares issued for conversion, value | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Number of shares issued for services | shares | 688,017 | ||||||||||||||
Number of shares issued for services, value | $ 192,390 | ||||||||||||||
Capital raised due to aggregate warrants | $ 586,000 | ||||||||||||||
Number of stock sold | shares | 1,465,000 | ||||||||||||||
Sale of stock price per share | $ / shares | $ 0.40 | ||||||||||||||
Warrant exercise price | $ / shares | $ 0.65 | ||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.40 | ||||||||||||||
Lease term | 30 months | ||||||||||||||
Finance lease | $ 467,837 | ||||||||||||||
Payment to financial lease | 67,459 | ||||||||||||||
Subsequent Event [Member] | 30 Payments [Member] | |||||||||||||||
Payment to financial lease | $ 18,226 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable One [Member] | Unrelated Party [Member] | |||||||||||||||
Debt instrument face amount | $ 33,092 | ||||||||||||||
Proceeds from convertible debt | $ 31,517 | ||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||
Debt instrument maturity date | Aug. 8, 2020 | ||||||||||||||
Debt instrument trading days percentage | 35.00% | ||||||||||||||
Debt instrument convertible trading days | TradingDays | 15 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable One [Member] | Third Party [Member] | |||||||||||||||
Debt instrument face amount | $ 1,575 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable Two [Member] | Unrelated Party [Member] | |||||||||||||||
Debt instrument face amount | 33,092 | ||||||||||||||
Proceeds from convertible debt | $ 31,517 | ||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||
Debt instrument maturity date | Aug. 8, 2020 | ||||||||||||||
Debt instrument trading days percentage | 35.00% | ||||||||||||||
Debt instrument convertible trading days | TradingDays | 15 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable Two [Member] | Third Party [Member] | |||||||||||||||
Debt instrument face amount | $ 1,575 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Unrelated Party [Member] | |||||||||||||||
Debt instrument face amount | $ 110,000 | ||||||||||||||
Proceeds from convertible debt | $ 100,000 | ||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||
Debt instrument maturity date | May 30, 2020 | ||||||||||||||
Debt instrument trading days percentage | 35.00% | ||||||||||||||
Debt instrument convertible trading days | TradingDays | 15 | ||||||||||||||
Original issue discount | $ 10,000 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Unrelated Party [Member] | Exchange Agreement [Member] | |||||||||||||||
Debt instrument face amount | $ 199,203 | ||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||
Debt instrument maturity date | May 29, 2020 | ||||||||||||||
Debt instrument trading days percentage | 35.00% | ||||||||||||||
Debt instrument convertible trading days | TradingDays | 15 | ||||||||||||||
Subsequent Event [Member] | Debenture Holder [Member] | |||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.60 | ||||||||||||||
Outstanding debentures | $ 5,183,000 | ||||||||||||||
Outstanding debentures opted for the offer | 4,654,000 | ||||||||||||||
Outstanding debentures yet to accept the offer | $ 529,000 | ||||||||||||||
Additional shares to be issued related to accepted offers | shares | 3,878,333 | ||||||||||||||
Subsequent Event [Member] | Officers and Directors [Member] | |||||||||||||||
Number of restricted stock grants | shares | 12,500 | ||||||||||||||
Number of restricted stock grants, value | $ 6,624 | ||||||||||||||
Subsequent Event [Member] | Accounts Payable [Member] | |||||||||||||||
Common shares issued for settlement of debt | shares | 58,245 | ||||||||||||||
Common shares issued for settlement of debt, value | $ 21,000 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Number of shares issued for conversion | shares | 1,201,420 | ||||||||||||||
Common shares issued for settlement of debt | shares | 381,351 | ||||||||||||||
Common shares issued for settlement of debt, value | $ 165,000 | ||||||||||||||
Number of shares issued for conversion, value | $ 357,222 | ||||||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||||||||||
Number of shares issued for conversion | shares | 25,000 | ||||||||||||||
Preferred stock issued upon conversion | shares | 10,000 |