Vape 10-Q 8 May 18 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2016	May 07, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Vape Holdings, Inc.
Entity Central Index Key	1,455,819
Amendment Flag	false
Trading Symbol	vape
Current Fiscal Year End Date	--09-30
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,000,000,000

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Current assets:
Cash	$ 12,098
Accounts receivable, net	2,010	2,010
Inventory		18,254
Other current assets	3,137	8,219
Total current assets	17,245	28,483
TOTAL ASSETS	17,245	28,483
Current liabilities:
Accounts payable	495,800	473,654
Accrued expenses	680,351	555,994
Related party convertible notes payable	300,000	300,000
Convertible notes payable, net of unamortized discount of $49,980 and $119,680, respectively	724,112	537,291
Related party notes payable	15,000	15,000
Settlement liability	422,000	422,000
Derivative liabilities	2,699,387	2,755,544
Total current liabilities	5,336,650	5,059,483
Long term liabilities:
Convertible notes payable, long-term, net of unamortized discount of $0 and $0, respectively		41,121
Total liabilities	5,336,650	5,100,604
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.00001 par value - 100,000,000 authorized; 500,000 outstanding at December 31, 2016 and September 30, 2016
Common stock, $0.00001 par value - authorized 1,000,000,000 shares; 588,837,978 issued at December 31, 2016, 588,397,353 outstanding at December 31, 2016 and 588,837,978 issued at September 30, 2016, 588,837,978 outstanding at September 30, 2016	5,883	5,883
Additional paid-in capital	30,319,265	30,319,265
Treasury stock, 1,025,625 shares at December 31, 2016 and September 30, 2016	(372,601)	(372,601)
Accumulated deficit	(35,271,952)	(35,024,668)
Total stockholders' deficit	(5,319,405)	(5,072,121)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 17,245	$ 28,483

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Statement of Financial Position [Abstract]
Unamortized discount convertible notes payable, current	$ 49,980	$ 119,680
Unamortized discount convertible notes payable, non current	$ 0	$ 0
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares outstanding	500,000	500,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	588,837,978	588,837,978
Common stock, shares outstanding	588,397,353	588,837,978
Treasury stock, shares	1,025,625	1,025,625

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)		3 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
Revenue		$ 38,791	$ 246,828
Cost of revenue		48,687	205,409
Gross profit (loss)		(9,896)	41,419
Operating expenses:
Sales and marketing [A]	[1]	34,547	131,845
Research and development			35,599
General and administrative [B]	[2]	183,568	305,552
Total operating expenses		218,115	472,996
Operating loss		(228,011)	(431,577)
Other income (expense):
Interest expense		(70,600)	(433,536)
Interest expense - related party		(4,830)	(4,238)
Change in derivative liabilities		56,157	(367,404)
Total other income (expense), net		(19,273)	(805,178)
Loss before provision for income taxes		(247,284)	(1,236,755)
Provision for income taxes			800
Net loss		$ (247,284)	$ (1,237,555)
Net loss available to common shareholders:
Loss per common share - basic		$ 0	$ (0.01)
Loss per common share - diluted		$ 0	$ (0.01)
Weighted average shares - basic		588,837,978	84,039,785
Weighted average shares - diluted		588,837,978	84,039,785
[1]	Stock-based compensation was $0 and $32,343 for the three months ended December 31, 2016 and 2015, respectively.
[2]	Stock-based compensation was $0 and $34,800 for the three months ended December 31, 2016 and 2015, respectively.

Consolidated Statements of Ope5

Consolidated Statements of Operations (Parenthetical) (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Stock-based compensation		$ 36,000
Sales and marketing [Member]
Stock-based compensation	0	32,343
General and administrative [Member]
Stock-based compensation	$ 0	$ 34,800

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (247,284)	$ (1,237,555)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		38,614
Accretion of debt discounts	69,700	280,677
Fair value in excess of stock issued for conversion of notes payable and accrued interest		112
Loss (gain) on change in derivative liabilities	(56,157)	367,404
Forbearance settlement		105,000
Common stock issued for services		31,689
Stock-based compensation		36,000
Changes in operating assets and liabilities:
Accounts receivable		(2,755)
Inventory	18,254	(178,150)
Other assets	5,082	(2,828)
Accounts payable	22,146	84,369
Accrued expenses	124,357	105,049
Net cash used in operating activities	(63,902)	(372,374)
Cash flows from investing activities:
Capital expenditures		(39,925)
Net cash used in investing activities		(39,925)
Cash flows from financing activities:
Net proceeds from issuances of common stock		90,000
Net proceeds from issuance of convertible notes payable	76,000	46,000
Net proceeds from issuances of related party convertible notes payable		50,000
Net cash provided by financing activities	76,000	186,000
Net change in cash	12,098	(226,299)
Cash, beginning of period		273,904
Cash, end of period	12,098	47,605
Cash paid during the period for:
Interest
Taxes		800
Non-cash investing and financing activities:
Conversion of notes payable, accrued interest, and derivatives		2,099,931
Beneficial conversion feature recorded with convertible notes payable

Description of Business and Sum

Description of Business and Summary of Significant Accounting Policies	3 Months Ended
	Dec. 31, 2016
Description of Business and Summary of Significant Accounting Policies [Abstract]
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BUSINESS Vape Holdings, Inc. (“VAPE,” the “Company,” “we,” “us,” “our,” “our company”) is a holding company with its primary focus in the manufacturing and distribution of healthy and sustainable vaporization products. The Company designs, markets and distributes ceramic vaporization products under a unique brand. The Company has introduced a nonporous, non-corrosive, chemically inert medical-grade ceramic vaporization element as a healthy, sustainable alternative to traditional titanium and quartz vaporization materials, as well as lower-grade ceramic found in traditional electronic cigarettes and vaporizers. This material can be used for a wide range of applications, including stand-alone vaporization products and “E-cigs.” Electronic cigarettes come in a variety of designs ranging from those that look vastly like traditional cigarettes, to larger vaporizer units which are capable of vaporizing liquid with varying viscosity. The process of vaporization is believed to eliminate the smoke, tar, ash, and other byproducts of traditional smoking by utilizing lower temperatures in a controlled electronic environment. HIVE CERAMICS HIVE Ceramics (“HIVE”) is the premier brand under the VAPE umbrella. HIVE outsource manufactures and distributes a proprietarily blended ceramic vaporization element for torched, electronic and portable vaporizers with countless design and product crossover capabilities in existing and emerging markets. HIVE is dedicated to bringing the healthiest and cleanest vaporization experience possible to the market. HIVE Ceramics has seen a significant decrease in sales due to competition in the market and restricted operations. While sales channels are still open, without an infusion, the revenues are not large enough to support HIVE Ceramics outside of its existing product line.

Accounting Policies and Basis o

Accounting Policies and Basis of Presentation	3 Months Ended
	Dec. 31, 2016
Accounting Policies and Basis of Presentation [Abstract]
ACCOUNTING POLICIES AND BASIS OF PRESENTATION	NOTE 2. ACCOUNTING POLICIES AND BASIS OF PRESENTATION GOING CONCERN VAPE’s consolidated financial statements reflect a net loss of $247,284 during the three months ended December 31, 2016. As of December 31, 2016, we had cash of $12,098, a working capital deficit of $5,319,405, and an accumulated deficit of $35,271,952. In addition, the ongoing need to obtain financing to fund operations also raise substantial doubt about the ability of Vape to continue as a going concern. Management expects to obtain funding for the new operations for the foreseeable future; however, there are no assurances that the Company will obtain such funding. VAPE’s financial statements do not include any adjustments to reflect the possible effects on recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability to continue as a going concern. See Note 8 for subsequent events regarding financing activities. BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. The current results are not an indication of the full year. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2016 and September 30, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses, accounts payable, accrued liabilities, and notes payable. Fair values for these items were assumed to approximate carrying values because of their short-term nature or they are payable on demand. The following table presents the Company’s fair value hierarchy for assets measured at fair value on a recurring basis at December 31, 2016: Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 12,098 $ - $ - $ 12,098 Total assets measured at fair value $ 12,098 $ - $ - $ 12,098 Liabilities Derivative instruments $ - $ 2,699,387 $ - $ 2,699,387 Total liabilities measured at fair value $ - $ 2,699,387 $ - $ 2,699,387 The following table presents the Company’s fair value hierarchy for assets measured at fair value on a recurring basis at September 30, 2016: Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ - $ - $ - $ - Total assets measured at fair value $ - $ - $ - $ - Liabilities Derivative instruments $ - $ 2,755,544 $ - $ 2,755,544 Total liabilities measured at fair value $ - $ 2,755,544 $ - $ 2,755,544 EARNINGS (LOSS) PER COMMON SHARE The following is a summary of outstanding securities that would have been included in the calculation of diluted shares outstanding since the exercise prices did not exceed the average market value of the Company’s common stock had the Company generated net income for the three months ended December 31, 2016 and 2015: For the For the December 31, December 31, 2016 2015 Series A Preferred stock 500,000 500,000 Common stock options - - Common stock warrants - 1,184,727 Convertible notes 221,196,008 535,890,076 221,696,008 537,574,803 The Company does not have sufficient shares to accommodate the convertible notes. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers”, which supersedes most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. This guidance is effective for the Company in the first quarter of fiscal year 2018 and early application is not permitted. Entities must adopt the new guidance using one of two retrospective application methods. The Company is currently evaluating the standard but does not expect it to have a material impact on our financial position, results of operations or cash flows. The Financial Accounting Standards Board issues Accounting Standard Updates (“ASUs”) to amend the authoritative literature in Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company. AMENDMENT We have amended the previous three months ended December 31, 2015 in this Form 10-Q to correctly account for the following non-cash transactions: In August 2015 the Company entered into convertible notes without conversion floors resulting in an unlimited potential of shares to be issued. Accordingly, we adjusted the consolidated financial statements to recognize the embedded conversion feature of the instruments. On August 13, 2015 and August 26, 2015, the convertible notes due to Redwood and Typenex, respectively, were amended which removed the fixed conversion floors per common share creating a potentially unlimited number of shares to be issued on the date of the amendment. Accordingly, we amended this Form 10-Q to account for the embedded conversion features as derivative financial instruments at fair value upon their original issuance dates. This increased the loss on debt extinguishments and interest expense previously recorded, as well as the derivative liabilities at fair value. The following was the effect on the previously reported consolidated financial statements. As As Restated December 31, Change December 31, LIABILITIES AND STOCKHOLDERS’ DEFICIT Total current liabilities $ 1,896,294 $ 1,414,749 $ 3,311,043 Total liabilities $ 2,117,625 $ 1,193,418 $ 3,311,043 Total stockholders’ deficit $ (1,185,908 ) $ (1,193,418 ) $ (2,379,326 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 931,717 $ - $ 931,717 Interest expense $ (777,943 ) $ 344,407 $ (433,536 ) Loss from the effects of derivative liabilities $ (191,524 ) $ (175,880 ) $ (367,404 ) Net loss $ (1,406,082 ) $ 168,527 $ (1,237,555 ) Net loss available to common shareholders Loss per common share - basic $ (0.02 ) $ (0.01 ) Loss per common share - diluted $ (0.02 ) $ (0.01 )

Accrued Expenses

Accrued Expenses	3 Months Ended
	Dec. 31, 2016
Accrued Expenses [Abstract]
ACCRUED EXPENSES	NOTE 3. ACCRUED EXPENSES The following is a summary of accrued expenses as of December 31, 2016 and September 30, 2016: December 31, September 30, Accrued interest $ 184,290 $ 183,390 Accrued interest - related party 47,992 43,162 Accrued wages and taxes 443,600 324,086 Other 4,469 5,356 $ 680,351 $ 555,994 As of December 31, 2016, $25,000 for Kyle Tracey, $16,667 for Joe Andreae, $63,742 for Mike Cook, $93,881 for Allan Viernes, $95,548 for Benjamin Beaulieu, and $65,000 for Justin Braune are recorded in accrued wages.

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Dec. 31, 2016
Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 4. CONVERTIBLE NOTES PAYABLE At December 31, 2016 convertible notes payable consisted of the following: Counterparty Principal Amount Unamortized Discount Carrying Value Accrued Interest Derivative Liability Interest Expense GHS Investments $ 324,926 $ 44,037 $ 280,889 $ 132,239 $ 1,366,809 $ 39,437 Adar Bays 187,500 - 187,500 28,875 545,814 3,833 JMJ Financial 171,666 5,943 165,723 23,176 510,760 12,330 Odyssey Research 90,000 - 90,000 - 276,004 15,000 $ 774,092 $ 49,980 $ 724,112 $ 184,290 $ 2,699,387 $ 70,600 At September 30, 2016, convertible notes payable consisted of the following: Counterparty Principal Amount Unamortized Discount Carrying Value Accrued Interest Derivative Liability Interest Expense GHS Investments $ 248,926 $ 88,075 $ 160,852 $ 124,872 $ 1,255,774 $ 1,323,000 Adar Bays 187,500 - 187,500 25,042 610,117 153,174 JMJ Financial 171,666 16,605 155,060 23,174 578,288 211,790 Union - - - - - 90,909 LG Capital - - - - - 91,017 Oddyssey Research 90,000 15,000 75,000 - 311,365 75,341 $ 698,092 $ 119,680 $ 578,412 $ 173,088 $ 2,755,544 $ 1,945,231 Securities Purchase Agreement with Typenex Co-Investment, LLC On November 1, 2016, the Company closed a Securities Purchase Agreement (the “Typenex Agreement”) with Typenex. Pursuant to the Typenex Agreement, Typenex purchased a Convertible Promissory Note from the Company in the original principal amount of up to $1,413,000 (the “Typenex Note”), at an interest rate of ten percent (10%) per annum. The Typenex Note is unsecured. The principal amount of the Typenex Note included an original issue discount of $128,000 and a transaction fee of $5,000. The investment from Typenex is scheduled to occur in a series of sixteen (16) tranches, represented each by a separate Secured Investor Promissory Note (the “Tranche Notes”) in varying amounts. The first Tranche Note of $40,000 is memorialized in Secured Promissory Note #1, the funding of which occurred on or immediately after the execution of the Typenex Agreement. Each Tranche Note, or any part of it, is convertible into fully paid and non-assessable $0.00001 par value common stock of the Company. The Conversion Price is as described in the Typenex Agreement and is based on at least a 45% discount to the trading price of the Company’s common stock. As a part of the Typenex Agreement, the Company agreed to use its best efforts to cause its authorized but unissued stock to be increased in order for the Company to create a reserve sufficient to meet its conversion obligations under the Typenex Note. The Company is in the process of taking steps in order to increase its authorized but unissued stock to meet its obligations. There is no guarantee that Typenex will fund the remainder of the Typenex Note and in fact it is within Typenex’s sole and absolute discretion whether it ultimately funds Tranche Notes #2- #12. However, in order to secure Typenex’s performance of its obligations under the Typenex Note, as well as any subsequent Tranche Notes, Typenex agreed to pledge a 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company. Should Typenex decide it won’t fund the remainder of the Tranche Notes, the Company’s operating results will suffer and its ability to remain a going concern will be jeopardized. Securities Purchase Agreement with GHS Investments, LLC On October 28, 2016, the Company closed a Securities Purchase Agreement (the “GHS Purchase Agreement”) with GHS. Pursuant to the GHS Purchase Agreement, GHS agreed to purchase and the Company agreed to sell up to $1,105,000 of convertible securities, in the form of a Convertible Promissory Note (the “GHS Note”), at an interest rate of ten percent (10%) per annum. The GHS Note is also attached as Exhibit 10.6 to the 12/27/16 Form 8K and is incorporated herein by this reference. The GHS Note included a ten percent (10%) original issuance discount (i.e., $100,000) and a $5,000 initial transaction fee, as defined in the GHS Purchase Agreement. Upon the closing of the GHS Purchase Agreement, GHS funded $40,000 to the Company (the “Initial Tranche”). Within 15 days of certain conditions being met, an additional $40,000 shall be disbursed by GHS to the Company, in its sole discretion (“Second Tranche”). Within 30 days from the Second Tranche’s issuance, so long as there are no defaults under the GHS Note, GHS in its discretion may fund an additional $50,000 to the Company every 30 days (“Subsequent Tranches”) until $1,000,000 has been funded to the Company. During the three months ended December 31, 2016, GHS provided another tranche of $76,000. The principal sum and corresponding interest due to GHS shall be prorated based on the consideration actually paid by GHS to the Company in accordance with the GHS Purchase Agreement. Each GHS Note, or any part of it, is convertible into fully paid and non-assessable $0.00001 par value common stock of the Company. The Conversion Price is as described in the GHS Purchase Agreement and is based on at least a 45% discount to the trading price of the Company’s common stock. As a part of the GHS Purchase Agreement, the Company agreed to use its best efforts to cause its authorized but unissued stock to be increased in order for the Company to create a reserve sufficient to meet its conversion obligations. There is no guarantee that GHS will fund the remainder of the Subsequent Tranches and in fact it is within GHS’s sole and absolute discretion whether it ultimately funds the Subsequent Tranches. Should GHS decide it won’t fund the Subsequent Tranches, the Company’s operating results will suffer and its ability to remain a going concern will be jeopardized. Subsequent to year end, GHS elected to convert $365,266 of principal and interest into 191,162,022 shares of common stock. Another shareholder received 220,000,000 shares of common stock pursuant to a note assignment agreement executed subsequent to year end. The following weighted average variables were used in the Black Scholes model for the derivative liabilities as of December 31, 2016 and September 30, 2016: Balance Sheet Date Stock Price at Dividend Exercise Risk Free Volatility Average December 31, 2016 $ 0.016 - % $ 0.005 0.82 % 309 % 0.8 September 30, 2016 $ 0.004 - % $ 0.001 0.45 % 298 % 0.5

Related Party Debt

Related Party Debt	3 Months Ended
	Dec. 31, 2016
Related Party Debt [Abstract]
RELATED PARTY DEBT	NOTE 5. RELATED PARTY DEBT Related Party Note Payable The Company had outstanding accounts payable balance to a related party (shareholder of the Company) in the amount of $15,000 as of September 30, 2013. This payable was converted into a note payable on December 7, 2013. The note payable bears interest of 6% per annum with a maturity date of December 1, 2016. As of December 31, 2016, there is $2,790 in accrued interest expense related to this note and the Company recorded $230 and $230 in interest expense related to this note during the three months ended December 31, 2016 and 2015. Related Party Convertible Notes Payable On December 10, 2015, the Company entered into two Secured Series B Preferred Stock Convertible Notes (the “Series B Notes”) for an aggregate principal of $300,000 including 1) $50,000 from Hive Ceramics, LLC in new capital to the Company and 2) an amended and restated note for Hive Ceramics LLC in the amount of $250,000 for capital previously contributed which is soon to be due and payable. The Company failed to pay the Series B Note and the Amended Note on the Maturity Date (December 10, 2016). On December 15, 2016, the Company received a Notice of Default from counsel for Holder. Holder’s counsel demanded that all amounts owed under the Series B Note and the Amended Note be paid no later than December 20, 2016. The Company was unable to pay the demanded amounts by December 20, 2016. The Company believes that the Holder intends to execute on the security for the Series B Note and the Amended Note, namely, all of the assets of the Company. The Company is attempting to negotiate a resolution that does not include seizure of the Company’s assets however there is no guarantee that the Company will be able to work out a satisfactory resolution that does not include seizure of the Company’s assets. The Series B Notes accrue interest at eight percent (8%) per annum, mature one (1) year from issuance and are secured by all of the assets and property of the Company. Upon the election of the noteholder, the Series B Notes are convertible into newly created Series B Preferred Stock on a one-for-one (1:1) basis into shares of common stock of the Company at a fixed price per share of $0.01. Concurrently, the Company filed a Certificate of Designation with the Delaware Secretary of State on the Series B Preferred Stock which provides, in pertinent part, for the following rights and privileges: Authorized Amount of Series B Preferred Stock Voting Rights Rank pari passu During the three months ended December 31, 2016, the Company recorded $4,600 of interest expense related to the notes. As of December 31, 2016, $300,000 of the Series B Notes along with $45,202 of accrued interest are outstanding. The Board of Directors authorized the designation of the Series B Preferred Stock pursuant to the authority of the Certificate of Incorporation, which confers said authority on the Board, and the issuance of the Series B Notes pursuant to a unanimous written consent of the Board dated December 10, 2015. The value ascribed to the Series B Notes were based on the fixed conversion price of the instruments into common stock and such no beneficial conversion feature was recorded. See Note 8 for subsequent events related to this note.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Dec. 31, 2016
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES SETTLEMENT LIABILITIES On or about December 1, 2016, LG Capital Funding, LLC (“LG Capital”) obtained a judgment in the amount of $151,000. On or about December 10, 2016, the Company learned that LG Capital had placed a judgment lien on the Company’s operating account. The effect of the lien was that the Company’s operating account was frozen for an amount twice the judgment, or approximately $300,000. In or around December 2016 and continuing into early January 2017, GHS Investments, LLC (“GHS”) and LG Capital negotiated a transaction whereby GHS purchased the rights to the LG Capital Convertible Promissory Note and/or the right to collect on the LG Capital judgment for $161,000. As of September 30, 2016, the Company recorded a settlement liability of $151,000. On February 22, 2016, a convertible promissory note holder, Union Capital, LLC (“Union”), filed suit against the Company in the United States District Court for the Southern District of New York claiming breach of contract and conversion and seeking specific performance, permanent injunction, and damages arising from the Company’s rejection of certain conversion notices submitted by Union. The Company and Union subsequently settled this matter without further court proceedings for $170,000 in 2017. As of September 30, 2016, the Company recorded a settlement liability of $170,000. JUSTIN BRAUNE V. VAPE HOLDINGS, INC. ET.AL. On May 16, 2017, Justin Braune, the Company’s former Chief Executive Officer filed a civil lawsuit in Los Angeles County Superior Court against the Company, Allan Viernes and Ben Beaulieu claiming breach of Mr. Braune’s employment contract, including, but not limited to failure to pay wages including deferred salary and commissions, and wages upon separation of employment and seeking damages arising from the Company’s breach. The Company and Justin Braune subsequently settled this matter without further court proceedings. On September 25, 2017, the parties participated in a full-day mediation and agreed to settle and resolve all matters including the lawsuit. On December 6, 2017, the parties entered into a Settlement Agreement whereby, the Allan Viernes and Ben Beaulieu 1) shall pay the sum of $15,000 by December 8, 2017 and the Company shall, 2) $40,000 on or before December 31, 2018, and 3) a convertible promissory note in the amount of $100,000.00. The convertible note and/or any shares issued in connection shall have a buyout cash value of no less than 125% of the cash value. The Company recorded a provision for loss of approximately $165,000 during the year ended September 30, 2016.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Dec. 31, 2016
Stockholders' Deficit [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT COMMON STOCK On November 27, 2013, the Board and shareholders approved an increase in the authorized number of shares of common and preferred stock which may be issued by the Company to 1,000,000,000 shares and 100,000,000 shares, respectively. On December 3, 2013, the certificate of amendment was filed with the Secretary of State of Delaware to reflect the increase in authorized. PREFERRED STOCK On April 1, 2014, the Board formally approved the filing of a Preferred Stock Designation in connection with the commitment of 500,000 Series A Shares to HIVE on March 27, 2014 pursuant to its authority to issue blank check preferred stock as provided in the Company’s Certificate of Incorporation. Per the Certificate of Designation (the “Designation”), there are 100,000,000 shares of preferred stock authorized by the Company’s Certificate of Incorporation. The Company is authorized to issue 500,000 shares of Series A Shares pursuant to the Designation. As provided in the Designation (and as set forth in the HIVE Asset Purchase Agreement), Series A Shares are entitled to vote at a 15-1 ratio to Common Stock. Each share of preferred stock shall initially be convertible into one share of common stock (500,000 shares of common stock in the aggregate). On the two-year anniversary of the transaction of HIVE, the preferred stock conversion ratio shall be adjusted as follows: a one-time pro rata adjustment of up to ten-for-one (10-1) based upon the Company generating aggregate gross revenues over the two years of at least $8,000,000 (e.g. If the Company generates only $4,000,000 in aggregate gross revenues over the two-year period then the convertible ratio will adjust to 5-1). In no event will the issuance convert into more than 5,000,000 shares of common stock of the Company. On June 19, 2014, the Company formally issued the 500,000 Series A Shares to HIVE. The value ascribed to the Series A Shares was based on the historical costs of the assets acquired on March 27, 2014 from HIVE since the transfer of assets was made among entities under common control. On December 10, 2015, the Company approved the filing of a Preferred Stock Designation for up to 30,000,000 shares of Series B Preferred Stock. No Series B Preferred Stock are issued or outstanding. See discussion of designation of Series B Preferred Stock in Note 5.

Subsequent Events

Subsequent Events	3 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS See Note 4 for any subsequent activity related to debt.

Accounting Policies and Basis15

Accounting Policies and Basis of Presentation (Policies)	3 Months Ended
	Dec. 31, 2016
Accounting Policies and Basis of Presentation [Abstract]
GOING CONCERN	GOING CONCERN VAPE’s consolidated financial statements reflect a net loss of $247,284 during the three months ended December 31, 2016. As of December 31, 2016, we had cash of $12,098, a working capital deficit of $5,319,405, and an accumulated deficit of $35,271,952. In addition, the ongoing need to obtain financing to fund operations also raise substantial doubt about the ability of Vape to continue as a going concern. Management expects to obtain funding for the new operations for the foreseeable future; however, there are no assurances that the Company will obtain such funding. VAPE’s financial statements do not include any adjustments to reflect the possible effects on recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability to continue as a going concern. See Note 8 for subsequent events regarding financing activities.
BASIS OF PRESENTATION	BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. The current results are not an indication of the full year. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2016 and September 30, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses, accounts payable, accrued liabilities, and notes payable. Fair values for these items were assumed to approximate carrying values because of their short-term nature or they are payable on demand. The following table presents the Company’s fair value hierarchy for assets measured at fair value on a recurring basis at December 31, 2016: Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 12,098 $ - $ - $ 12,098 Total assets measured at fair value $ 12,098 $ - $ - $ 12,098 Liabilities Derivative instruments $ - $ 2,699,387 $ - $ 2,699,387 Total liabilities measured at fair value $ - $ 2,699,387 $ - $ 2,699,387 The following table presents the Company’s fair value hierarchy for assets measured at fair value on a recurring basis at September 30, 2016: Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ - $ - $ - $ - Total assets measured at fair value $ - $ - $ - $ - Liabilities Derivative instruments $ - $ 2,755,544 $ - $ 2,755,544 Total liabilities measured at fair value $ - $ 2,755,544 $ - $ 2,755,544
EARNINGS (LOSS) PER COMMON SHARE	EARNINGS (LOSS) PER COMMON SHARE The following is a summary of outstanding securities that would have been included in the calculation of diluted shares outstanding since the exercise prices did not exceed the average market value of the Company’s common stock had the Company generated net income for the three months ended December 31, 2016 and 2015: For the For the December 31, December 31, 2016 2015 Series A Preferred stock 500,000 500,000 Common stock options - - Common stock warrants - 1,184,727 Convertible notes 221,196,008 535,890,076 221,696,008 537,574,803 The Company does not have sufficient shares to accommodate the convertible notes.
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers”, which supersedes most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. This guidance is effective for the Company in the first quarter of fiscal year 2018 and early application is not permitted. Entities must adopt the new guidance using one of two retrospective application methods. The Company is currently evaluating the standard but does not expect it to have a material impact on our financial position, results of operations or cash flows. The Financial Accounting Standards Board issues Accounting Standard Updates (“ASUs”) to amend the authoritative literature in Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.
AMENDMENT	AMENDMENT We have amended the previous three months ended December 31, 2015 in this Form 10-Q to correctly account for the following non-cash transactions: In August 2015 the Company entered into convertible notes without conversion floors resulting in an unlimited potential of shares to be issued. Accordingly, we adjusted the consolidated financial statements to recognize the embedded conversion feature of the instruments. On August 13, 2015 and August 26, 2015, the convertible notes due to Redwood and Typenex, respectively, were amended which removed the fixed conversion floors per common share creating a potentially unlimited number of shares to be issued on the date of the amendment. Accordingly, we amended this Form 10-Q to account for the embedded conversion features as derivative financial instruments at fair value upon their original issuance dates. This increased the loss on debt extinguishments and interest expense previously recorded, as well as the derivative liabilities at fair value. The following was the effect on the previously reported consolidated financial statements. As As Restated December 31, Change December 31, LIABILITIES AND STOCKHOLDERS’ DEFICIT Total current liabilities $ 1,896,294 $ 1,414,749 $ 3,311,043 Total liabilities $ 2,117,625 $ 1,193,418 $ 3,311,043 Total stockholders’ deficit $ (1,185,908 ) $ (1,193,418 ) $ (2,379,326 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 931,717 $ - $ 931,717 Interest expense $ (777,943 ) $ 344,407 $ (433,536 ) Loss from the effects of derivative liabilities $ (191,524 ) $ (175,880 ) $ (367,404 ) Net loss $ (1,406,082 ) $ 168,527 $ (1,237,555 ) Net loss available to common shareholders Loss per common share - basic $ (0.02 ) $ (0.01 ) Loss per common share - diluted $ (0.02 ) $ (0.01 )

Accounting Policies and Basis16

Accounting Policies and Basis of Presentation (Tables)	3 Months Ended
	Dec. 31, 2016
Accounting Policies and Basis of Presentation [Abstract]
Schedule of assets and liabilities measured at fair value on a recurring basis	Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ - $ - $ - $ - Total assets measured at fair value $ - $ - $ - $ - Liabilities Derivative instruments $ - $ 2,755,544 $ - $ 2,755,544 Total liabilities measured at fair value $ - $ 2,755,544 $ - $ 2,755,544
Schedule of securities to be included in diluted share calculation	For the For the December 31, December 31, 2016 2015 Series A Preferred stock 500,000 500,000 Common stock options - - Common stock warrants - 1,184,727 Convertible notes 221,196,008 535,890,076 221,696,008 537,574,803
Schedule of previously reported consolidated financial statements	As As Restated December 31, Change December 31, LIABILITIES AND STOCKHOLDERS’ DEFICIT Total current liabilities $ 1,896,294 $ 1,414,749 $ 3,311,043 Total liabilities $ 2,117,625 $ 1,193,418 $ 3,311,043 Total stockholders’ deficit $ (1,185,908 ) $ (1,193,418 ) $ (2,379,326 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 931,717 $ - $ 931,717 Interest expense $ (777,943 ) $ 344,407 $ (433,536 ) Loss from the effects of derivative liabilities $ (191,524 ) $ (175,880 ) $ (367,404 ) Net loss $ (1,406,082 ) $ 168,527 $ (1,237,555 ) Net loss available to common shareholders Loss per common share - basic $ (0.02 ) $ (0.01 ) Loss per common share - diluted $ (0.02 ) $ (0.01 )

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Dec. 31, 2016
Accrued Expenses [Abstract]
Summary of accrued expenses	December 31, September 30, Accrued interest $ 184,290 $ 183,390 Accrued interest - related party 47,992 43,162 Accrued wages and taxes 443,600 324,086 Other 4,469 5,356 $ 680,351 $ 555,994

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	3 Months Ended
	Dec. 31, 2016
Convertible Notes Payable [Abstract]
Schedule of convertible notes payable	Counterparty Principal Amount Unamortized Discount Carrying Value Accrued Interest Derivative Liability Interest Expense GHS Investments $ 324,926 $ 44,037 $ 280,889 $ 132,239 $ 1,366,809 $ 39,437 Adar Bays 187,500 - 187,500 28,875 545,814 3,833 JMJ Financial 171,666 5,943 165,723 23,176 510,760 12,330 Odyssey Research 90,000 - 90,000 - 276,004 15,000 $ 774,092 $ 49,980 $ 724,112 $ 184,290 $ 2,699,387 $ 70,600 Counterparty Principal Amount Unamortized Discount Carrying Value Accrued Interest Derivative Liability Interest Expense GHS Investments $ 248,926 $ 88,075 $ 160,852 $ 124,872 $ 1,255,774 $ 1,323,000 Adar Bays 187,500 - 187,500 25,042 610,117 153,174 JMJ Financial 171,666 16,605 155,060 23,174 578,288 211,790 Union - - - - - 90,909 LG Capital - - - - - 91,017 Oddyssey Research 90,000 15,000 75,000 - 311,365 75,341 $ 698,092 $ 119,680 $ 578,412 $ 173,088 $ 2,755,544 $ 1,945,231
Schedule of weighted average variables derivative liabilities	Balance Sheet Date Stock Price at Dividend Exercise Risk Free Volatility Average December 31, 2016 $ 0.016 - % $ 0.005 0.82 % 309 % 0.8 September 30, 2016 $ 0.004 - % $ 0.001 0.45 % 298 % 0.5

Accounting Policies and Basis19

Accounting Policies and Basis of Presentation (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Assets
Cash and cash equivalents	$ 12,098
Total assets measured at fair value	12,098
Liabilities
Derivative instruments	2,699,387	2,755,544
Total liabilities measured at fair value	2,699,387	2,755,544
Level 1 [Member]
Assets
Cash and cash equivalents	12,098
Total assets measured at fair value	12,098
Liabilities
Derivative instruments
Total liabilities measured at fair value
Level 2 [Member]
Assets
Cash and cash equivalents
Total assets measured at fair value
Liabilities
Derivative instruments	2,699,387	2,755,544
Total liabilities measured at fair value	2,699,387	2,755,544
Level 3 [Member]
Assets
Cash and cash equivalents
Total assets measured at fair value
Liabilities
Derivative instruments
Total liabilities measured at fair value

Accounting Policies and Basis20

Accounting Policies and Basis of Presentation (Details 1) - shares	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Diluted shares outstanding	221,696,008	537,574,803
Series A Preferred stock [Member]
Diluted shares outstanding	500,000	500,000
Common stock options [Member]
Diluted shares outstanding
Common stock warrants [Member]
Diluted shares outstanding		1,184,727
Convertible notes [Member]
Diluted shares outstanding	221,196,008	535,890,076

Accounting Policies and Basis21

Accounting Policies and Basis of Presentation (Details 2) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Sep. 30, 2016
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total current liabilities	$ 5,336,650	$ 3,311,043	$ 5,059,483
Total liabilities	5,336,650	3,311,043	5,100,604
Total stockholders' deficit	(5,319,405)	(2,379,326)	(5,072,121)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	17,245	931,717	$ 28,483
Interest expense	(70,600)	(433,536)
Loss from the effects of derivative liabilities	56,157	(367,404)
Net loss	$ (247,284)	$ (1,237,555)
Net loss available to common shareholders
Loss per common share - basic	$ 0	$ (0.01)
Loss per common share - diluted	$ 0	$ (0.01)
As Previously Reported [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total current liabilities		$ 1,896,294
Total liabilities		2,117,625
Total stockholders' deficit		(1,185,908)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		931,717
Interest expense		(777,943)
Loss from the effects of derivative liabilities		(191,524)
Net loss		$ (1,406,082)
Net loss available to common shareholders
Loss per common share - basic		$ (0.02)
Loss per common share - diluted		$ (0.02)
Change [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total current liabilities		$ 1,414,749
Total liabilities		1,193,418
Total stockholders' deficit		(1,193,418)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
Interest expense		(344,407)
Loss from the effects of derivative liabilities		(175,880)
Net loss		$ 168,527

Accounting Policies and Basis22

Accounting Policies and Basis of Presentation (Details Textual) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Sep. 30, 2016	Sep. 30, 2015
Accounting Policies and Basis of Presentation (Textual)
Net loss	$ (247,284)	$ (1,237,555)
Cash	12,098	$ 47,605		$ 273,904
Working capital deficit	5,319,405
Accumulated deficit	$ (35,271,952)		$ (35,024,668)

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Accrued Expenses [Abstract]
Accrued interest	$ 184,290	$ 183,390
Accrued interest - related party	47,992	43,162
Accrued wages and taxes	443,600	324,086
Other	4,469	5,356
Accrued expenses	$ 680,351	$ 555,994

Accrued Expenses (Details Textu

Accrued Expenses (Details Textual)	3 Months Ended
	Dec. 31, 2016USD ($)
Kyle Tracey [Member]
Accrued Expenses (Textual)
Accrued wages	$ 25,000
Joe Andreae [Member]
Accrued Expenses (Textual)
Accrued wages	16,667
Mike Cook [Member]
Accrued Expenses (Textual)
Accrued wages	63,742
Allan Viernes [Member]
Accrued Expenses (Textual)
Accrued wages	93,881
Benjamin Beaulieu [Member]
Accrued Expenses (Textual)
Accrued wages	95,548
Justin Brauneare [Member]
Accrued Expenses (Textual)
Accrued wages	$ 65,000

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016
Debt Instrument [Line Items]
Principal Amount	$ 774,092	$ 698,092
Unamortized Discount	49,980	119,680
Carrying Value	724,112	578,412
Accrued Interest	184,290	173,088
Derivative Liability	2,699,387	2,755,544
Interest Expense	70,600	1,945,231
GHS Investments [Member]
Debt Instrument [Line Items]
Principal Amount	324,926	248,926
Unamortized Discount	44,038	88,075
Carrying Value	280,889	160,852
Accrued Interest	132,239	124,872
Derivative Liability	1,366,809	1,255,774
Interest Expense	39,437	1,323,000
Adar Bays [Member]
Debt Instrument [Line Items]
Principal Amount	187,500	187,500
Unamortized Discount
Carrying Value	187,500	187,500
Accrued Interest	28,875	25,042
Derivative Liability	545,814	610,117
Interest Expense	3,833	153,174
JMJ Financial [Member]
Debt Instrument [Line Items]
Principal Amount	171,666	171,666
Unamortized Discount	5,943	16,605
Carrying Value	165,723	155,060
Accrued Interest	23,176	23,174
Derivative Liability	510,760	578,288
Interest Expense	12,330	211,790
Oddyssey Research [Member]
Debt Instrument [Line Items]
Principal Amount	90,000	90,000
Unamortized Discount		15,000
Carrying Value	90,000	75,000
Accrued Interest
Derivative Liability	276,004	311,365
Interest Expense	$ 15,000	75,341
Union [Member]
Debt Instrument [Line Items]
Principal Amount
Unamortized Discount
Carrying Value
Accrued Interest
Derivative Liability
Interest Expense		90,909
LG Capital [Member]
Debt Instrument [Line Items]
Principal Amount
Unamortized Discount
Carrying Value
Accrued Interest
Derivative Liability
Interest Expense		$ 91,017

Convertible Notes Payable (De26

Convertible Notes Payable (Details 1) - $ / shares	3 Months Ended	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016
Convertible Notes Payable [Abstract]
Stock Price at Valuation Date	$ 0.016	$ 0.004
Dividend Yield
Exercise Price	$ 0.005	$ 0.001
Risk Free Interest Rate	0.82%	0.45%
Volatility	309.00%	298.00%
Average Life	9 months 18 days	6 months

Convertible Notes Payable (De27

Convertible Notes Payable (Details Textual) - USD ($)	Nov. 01, 2016	Oct. 28, 2016	Dec. 31, 2016	Sep. 30, 2016
Convertible Notes Payable (Textual)
Original issue discount			$ 49,980	$ 119,680
Common stock, par value			$ 0.00001	$ 0.00001
Typenex Co-Investment, LLC [Member] | Securities Purchase Agreement [Member]
Convertible Notes Payable (Textual)
Original principal amount	$ 1,413,000
Interest rate	10.00%
Original issue discount	$ 128,000
Transaction fee	$ 5,000
Description of tranches	The investment from Typenex is scheduled to occur in a series of sixteen (16) tranches, represented each by a separate Secured Investor Promissory Note (the "Tranche Notes") in varying amounts.
First tranche note	$ 40,000
Common stock, par value	$ 0.00001
Description of conversion price	The Conversion Price is as described in the Typenex Agreement and is based on at least a 45% discount to the trading price of the Company's common stock.
Membership interest, percentage	40.00%
GHS Investments, LLC [Member] | Securities Purchase Agreement [Member]
Convertible Notes Payable (Textual)
Issuance of convertible securities		$ 1,105,000
Interest rate		10.00%
Original issue discount		$ 100,000
Transaction fee		$ 5,000
Description of tranches		GHS Purchase Agreement, GHS funded $40,000 to the Company (the "Initial Tranche"). Within 15 days of certain conditions being met, an additional $40,000 shall be disbursed by GHS to the Company, in its sole discretion ("Second Tranche"). Within 30 days from the Second Tranche's issuance, so long as there are no defaults under the GHS Note, GHS in its discretion may fund an additional $50,000 to the Company every 30 days ("Subsequent Tranches") until $1,000,000 has been funded to the Company. During the three months ended December 31, 2016, GHS provided another tranche of $76,000.
Common stock, par value		$ 0.00001
Description of conversion price		The Conversion Price is as described in the GHS Purchase Agreement and is based on at least a 45% discount to the trading price of the Company's common stock.
Common stock issued on conversion		191,162,022
Additional shareholder received shares of common stock		220,000,000
Principal amount converts of common stock		$ 365,266

Related Party Debt (Details)

Related Party Debt (Details) - USD ($)	Dec. 10, 2015	Dec. 07, 2013	Dec. 31, 2016	Dec. 31, 2015	Sep. 30, 2016	Sep. 30, 2013
Related Party Debt (Textual)
Accrued interest			$ 184,290		$ 183,390
Interest expense related to notes payable			$ 4,600
Preferred stock, shares authorized			100,000,000		100,000,000
Shareholder [Member]
Related Party Debt (Textual)
Accounts payable, related parties						$ 15,000
Accrued interest			$ 2,790
Interest expense related to notes payable			230	$ 230
Interest rate		6.00%
Maturity date		Dec. 1, 2016
Series B Preferred Stock [Member]
Related Party Debt (Textual)
Accrued interest			45,202
Interest rate	8.00%
Term of convertible note	1 year
Common stock conversion basis	Series B Preferred Stock on a one-for-one (1:1) basis into shares of common stock of the Company at a fixed price per share of $0.01.
Common stock fixed price per share	$ 0.01
Preferred stock, shares authorized	30,000,000
Voting rights, description	Each share of Series B shall be entitled to five (5) votes for every one (1) vote entitled to each share of Common Stock.
Aggregate principal amount	$ 300,000		$ 300,000
Equity investment by the investor, description	1) $50,000 from Hive Ceramics, LLC in new capital to the Company and 2) an amended and restated note for Hive Ceramics LLC in the amount of $250,000 for capital previously contributed which is soon to be due and payable.

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Dec. 06, 2017	Dec. 10, 2016	Feb. 22, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 01, 2016
Commitments and Contingencies (Textual)
Recorded a settlement liability				$ 422,000	$ 422,000
Convertible promissory note					41,121
Provision for loss					165,000
Subsequent Event [Member]
Commitments and Contingencies (Textual)
Settlement agreement, description	The parties entered into a Settlement Agreement whereby, the Allan Viernes and Ben Beaulieu 1) shall pay the sum of $15,000 by December 8, 2017 and the Company shall, 2) $40,000 on or before December 31, 2018, and 3) a convertible promissory note in the amount of $100,000.00. The convertible note and/or any shares issued in connection shall have a buyout cash value of no less than 125% of the cash value.
LG Capital Funding [Member]
Commitments and Contingencies (Textual)
Gain on settlement		$ 300,000
Recorded a settlement liability						$ 151,000
LG Capital Funding [Member] | Convertible Promissory Note [Member]
Commitments and Contingencies (Textual)
Recorded a settlement liability					151,000
Right to collect on the LG Capital judgment amount				$ 161,000
Union Capital, LLC [Member] | Convertible Promissory Note [Member]
Commitments and Contingencies (Textual)
Recorded a settlement liability					$ 170,000
Union Capital, LLC [Member] | Subsequent Event [Member] | Convertible Promissory Note [Member]
Commitments and Contingencies (Textual)
Court proceedings amount			$ 170,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - shares	Apr. 01, 2014	Jun. 19, 2014	Dec. 31, 2016	Sep. 30, 2016	Dec. 10, 2015	Nov. 27, 2013
Stockholders' Deficit (Textual)
Common stock, shares authorized			1,000,000,000	1,000,000,000
Preferred stock, shares authorized			100,000,000	100,000,000
Series A Preferred Stock [Member]
Stockholders' Deficit (Textual)
Shares issued during period	500,000	500,000
Series B Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares authorized					30,000,000
Preferred Stock [Member]
Stockholders' Deficit (Textual)
Shares issued during period	500,000
Preferred stock, shares authorized	100,000,000
Convertible price, description	A one-time pro rata adjustment of up to ten-for-one (10-1) based upon the Company generating aggregate gross revenues over the two years of at least $8,000,000 (e.g. If the Company generates only $4,000,000 in aggregate gross revenues over the two-year period then the convertible ratio will adjust to 5-1). In no event will the issuance convert into more than 5,000,000 shares of common stock of the Company.
Description of asset purchase agreement ratio	Series A Shares are entitled to vote at a 15-1 ratio to Common Stock.
Common Stock [Member]
Stockholders' Deficit (Textual)
Common stock, shares authorized						1,000,000,000
Preferred stock, shares authorized						100,000,000