Hypha Labs (FUNI) 10-Q 12 May 14 2014 Q2 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	6 Months Ended
	Mar. 31, 2014	9-May-14
Document And Entity Information	'	'
Entity Registrant Name	'DigiPath,Inc.	'
Entity Central Index Key	'0001502966	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--09-30	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Public Float	'	$536,400
Entity Common Stock, Shares Outstanding	'	36,036,400
Document Fiscal Period Focus	'Q2	'
Document Fiscal Year Focus	'2014	'

Condensed_Balance_Sheets

Condensed Balance Sheets (USD $)	Mar. 31, 2014	Sep. 30, 2013
Current Assets	'	'
Cash	$127,370	$35,363
Accounts receivable	45,361	43,596
Inventory	156,786	158,963
Prepaid	1,200	15,700
Total Current Assets	330,717	253,622
Equipment, net	232	1,714
Intellectual property	8,134	0
Total Assets	339,083	255,336
Current Liabilities	'	'
Accrued payable	224,581	55,796
Deferred revenue	255,269	228,948
Loan from related party	410,469	294,051
Notes payable - related party	99,642	0
Due to related party	183,478	223,463
Total Liabilities	1,173,439	802,258
Stockholders' Equity	'	'
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock, $.001 par value, 50,000,000 shares authorized, 5,536,400 shares issued and outstanding at March 31, 2014 and September 30, 2013.	5,536	5,536
Note receivable for stock purchase	-278,125	-250,000
Additional Paid-in Capital	418,932	380,429
Accumulated deficit	-980,699	-682,887
Total Stockholders' Equity	-834,356	-546,922
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$339,083	$255,336

Condensed_Balance_Sheets_Paren

Condensed Balance Sheets (Parenthetical)	Apr. 09, 2014	Mar. 31, 2014	Sep. 30, 2013
Statement of Financial Position [Abstract]	'	'	'
Preferred stock, Authorized	'	10,000,000	10,000,000
Preferred Stock, Issued	6,000,000	0	0
Common Stock, Authorized	'	50,000,000	50,000,000
Common Stock, Issued	'	5,536,400	5,536,400

Condensed_Statements_of_Operat

Condensed Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2013
Income Statement [Abstract]	'	'	'	'
REVENUES	$50,602	$201,836	$105,544	$306,856
COST OF SALES	33,701	143,627	64,972	182,791
GROSS PROFIT	16,901	58,209	40,572	124,065
OPERATING EXPENSES:	'	'	'	'
General and administrative expenses	277,040	157,922	326,966	323,454
LOSS FROM OPERATIONS	-260,139	-99,713	-286,394	-199,389
Other Income (Expense)	-5,111	-3,268	-11,418	-9,884
NET INCOME/(LOSS) BEFORE PROVISION FOR INCOME TAXES	-265,250	-102,981	-297,812	-209,273
Provision for income taxes	0	0	0	0
NET INCOME/(LOSS)	($265,250)	($102,981)	($297,812)	($209,273)
NET LOSS PER SHARE OF COMMON STOCK Basic and diluted	($0.05)	($0.02)	($0.05)	($0.04)
WEIGHTED AVERAGE SHARES OUTSTANDING Basic and diluted	5,536,400	5,526,345	5,536,400	5,526,345

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	6 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Cash Flows [Abstract]	'	'
Net loss	($297,812)	($209,273)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Depreciation	1,482	14,025
Stock issued for services	10,378	9,800
Changes in operating assets and liabilities:	'	'
Accounts receivable	-1,765	29,805
Inventory	2,177	-83,816
Deposits	14,500	-1,200
Accounts payable	168,785	61,668
Due to related party	59,657	103,559
Deferred revenue	26,321	104,490
Accrued interest payable, related parties	11,418	7,256
Net cash used in operating activities	-4,859	36,314
Cash flows from investing activities :	'	'
Capital equipment purchases	-8,134	0
Net cash used in investing activities	-8,134	0
Cash flows from financing activities	'	'
Issuance of common stock for cash	105,000	0
Proceeds/repayment of revolving note due to related party	0	-156,350
Net cash provided by financing activities	105,000	-156,350
Net change in cash and equivalents	92,007	-120,036
Cash and equivalents - beginning balance	35,363	195,571
Cash and equivalents - ending balance	127,370	75,535
Supplemental disclosure of non-cash investing and financing transactions:	'	'
Note receivable for stock purchase	$0	$0

BASIS_OF_PRESENTATION_AND_ORGA

BASIS OF PRESENTATION AND ORGANIZATION	6 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
BASIS OF PRESENTATION AND ORGANIZATION	'
	NOTE 1 – BASIS OF PRESENTATION AND ORGANIZATION
	Current Operations and Background — DigiPath, Inc. (“DigiPath®,” the “Company,” “we,” “our” or “us”) was incorporated in Nevada on October 5, 2010.
	DigiPath through its subsidiary, DigiPath, Corp., develops and sells the affordable, innovative, and reliable digital pathology solutions for 2nd opinion, consultation, tumor board, archiving, and educational purposes for improved workflow, analysis and data mining in support of pathology in academic medical centers, reference laboratories, biopharma organizations, and life science research institutions. Our digital pathology image-based information environment enabled by computer technology that allows for the management of information generated from a digital slide. Digital pathology is enabled in part by virtual microscopy, which is the practice of converting glass slides into digital slides that can be viewed, managed, and analyzed. Our digital pathology products, PathScope™, PathLive™, PathCloud™, PathReview™, and PathConsult™ provide a digital platform to share and store archive tissue images.
	On April 9, 2014, the Registrant entered into various Series A Convertible Preferred Stock Purchase Agreements with certain accredited investors (the “Investors”) pursuant to which the Registrant agreed to issue 6,000,000 shares, in the aggregate, of a newly formed Series A Convertible Preferred Stock (the “Series A Preferred”) in exchange for $6,000,000, in the aggregate, which consisted of money paid by investors and advances made to the Registrant by such Investors (each agreement, a “Securities Purchase Agreement” and collectively, the “Securities Purchase Agreements”).
	The Company invested $1,000,000 of the gross proceeds received from the sale of its Series A Preferred (the “Gross Proceeds”) into DigitPath, Corp. for general working capital purposes in its existing digital pathology business. The remaining Gross Proceeds will be used to explore new lines of business associated with the research, development, licensing and operation of botanical and nutri-pharmaceutical products and services, including, without limitation, the licensing of brand name nutri-pharmaceutical products.
	Basis of Presentation –
	The accompanying unaudited condensed interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles.
	The unaudited condensed consolidated interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes for the year ended September 30, 2013 included in our Annual Report on Form 10-K. The results of the three and six month period ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending September 30, 2014.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Use of Estimates –
	The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
	Income Taxes –
	The Company accounts for income taxes in accordance with ASC 740, Income Taxes ("ASC 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.
	ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
	The Company performed a review of its material tax positions. During the period from October 5, 2010 through March 31, 2014, there were no increases or decreases in unrecognized tax benefits as a result of tax positions taken during period, there were no decreases in unrecognized tax benefits relating to settlements with taxing authorities, and there were no reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations. As of March 31, 2014, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of March 31, 2014, the Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.
	The Company has elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the period from October 5, 2010 through March 31, 2014, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of March 31, 2014, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued.
	Cash and cash equivalents –
	Cash and cash equivalents includes all highly liquid instruments with an original maturity of three months or less as of March 31, 2014. The Company had no cash equivalents as of March 31, 2014 and September 30, 2013.
	Fair Value of Financial Instruments –
	The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
	-	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	-	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	-	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
	The Company had no such assets or liabilities required to be valued on the basis above at March 31, 2014.
	Accounts Receivable
	Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has no allowance for doubtful accounts as of March 31, 2014 and September 30, 2013.
	Inventory
	Inventory is valued at the lower of cost or market. Cost is determined on a first-in, first-out method. Inventory consists of digital slide scanners.
	Equipment
	Equipment is stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets' estimated useful lives. The useful lives are as follows: machinery 2 to 5 years and trade show booths 3 to 5 years. Maintenance or repairs are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to other income / expense.
	Revenue Recognition -
	The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the services for our advisory services are completed in accordance with the contracts we have with healthcare clients. In connection with our services arrangements, we are paid in advance for services which are incurred. These amounts are classified as deferred revenue and amortized over the term of the agreement.
	Deferred Revenue -
	Customer payments received prior to the recognition of revenue are recorded as deferred revenue and advances from customers
	Net Loss Per Share –
	Basic net loss per share is computed by dividing the net loss applicable to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed by dividing the loss applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for the period presented.
	Stock Compensation for Services Rendered –
	The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and ASC 505-50, Equity, Equity-Based Payments to Non-employees (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty's performance is complete or the date on which it is probable that performance will occur.
	Going Concern –
	The Company sustained operating losses during the six months ended March 31, 2014; and has a stockholders’ deficit of $(834,356) as of March 31, 2014. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.
	The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
	Recently Accounting Guidance Adopted
	There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.

ACCOUNTS_RECEIVABLE

ACCOUNTS RECEIVABLE	6 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
ACCOUNTS RECEIVABLE	'
	NOTE 3 – ACCOUNTS RECEIVABLE
	Accounts receivable at March 31, 2014 and September 30, 2013 is $45,361 and $43,596, respectively. There is no allowance for uncollectible accounts at March 31, 2014 and September 30, 2013.

INVENTORY

INVENTORY	6 Months Ended
	Mar. 31, 2014
Inventory Disclosure [Abstract]	'
INVENTORY	'
	NOTE 4 – INVENTORY
	Inventory at March 31, 2014 and September 30, 2013 is $156,786 and $158,963, respectively. There is no allowance for inventory obsolescence at March 31, 2014 and September 30, 2013.

EQUIPMENT

EQUIPMENT	6 Months Ended
	Mar. 31, 2014
Text Block [Abstract]	'
EQUIPMENT	'
	NOTE 5 – EQUIPMENT
	Equipment comprises of the following at March 31, 2014 and September 30, 2013.
		31-Mar-14			30-Sep-13
		(Unaudited)
	Machinery	$	35,420		$	35,420
	Trade Show Booths		13,359			13,359
			48,779			48,779
	Less accumulated depreciation		(48,547	)		(47,065	)
	Total		232			1,714
	For the six months ending March 31, 2014 and 2013, depreciation expense was $1,482 and $14,025, respectively.

DEFERRED_REVENUE

DEFERRED REVENUE	6 Months Ended
	Mar. 31, 2014
Revenue Recognition [Abstract]	'
DEFERRED REVENUE	'
	NOTE 6 – DEFERRED REVENUE
	Deferred revenue at March 31, 2014 and September 30, 2013 consisted of $212,205 and $164,993 for products not yet delivered and $43,064 and $63,955 for accrued software support, respectively.

RELATED_PARTIES

RELATED PARTIES	6 Months Ended
	Mar. 31, 2014
Related Party Transactions [Abstract]	'
RELATED PARTIES	'
	NOTE 7 - RELATED PARTIES
	We have adopted a written policy within our code of ethics that prohibits our executive officers and directors from entering into a related party transaction with us without the prior consent of our board of directors. All of our directors, executive officers and employees are required to report any such related party transaction to our board of directors. As of March 31, 2014, the Company owed Mr. Stoppenhagen $155,693 for expenses and compensation. As of March 31, 2014, the Company owed Mr. Barbee $27,775 for expenses and compensation.

REVOLVING_NOTE_PAYABLE_AND_ACC

REVOLVING NOTE PAYABLE AND ACCRUED INTEREST, RELATED PARTY	6 Months Ended
	Mar. 31, 2014
Debt Disclosure [Abstract]	'
REVOLVING NOTE PAYABLE AND ACCRUED INTEREST, RELATED PARTY	'
	NOTE 8 – RELATED PARTY NOTES PAYABLE
	RELATED PARTY REVOLVING NOTE PAYABLE AND ACCRUED INTEREST
	On February 14, 2011, the Company entered into a Revolving Promissory Note (the “Revolving Note”) with NYX Capital Advisors, Inc. (“NYX”) an entity owned by the Company’s President and Chief Financial Officer. Under the terms of the Revolving Note, NYX agreed to advance to the Company, from time to time and at the request of the Company, amounts up to an aggregate of $500,000 until June 30, 2014. All advances shall be paid on or before June 30, 2014 and interest shall accrue from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of eight percent (8%) per annum, compounded annually. The Company’s obligations under the Revolving Note will accelerate upon a bankruptcy event of the Company, any default by the Company of its payment obligations under the Revolving Note or the breach by the Company of any provision of any material agreement between the Company and the note holder. As of March 31, 2014, the outstanding principal on the Revolving Note was $358,649. As of March 31, 2014, the accrued interest on the Revolving Notes was $51,820.
	NOTES PAYABLE
	On January 15, 2014, the Company converted $27,778 of past compensation due to Mr. Stoppenhagen and $71,864 of past unreimbursed expenses due to Mr. Stoppenhagen into two notes payable bearing an interest rate of 8% per annum (“Notes”). The notes are due December 31, 2014.

CONCENTRATION_OF_CREDIT_RISK

CONCENTRATION OF CREDIT RISK	6 Months Ended
	Mar. 31, 2014
Risks and Uncertainties [Abstract]	'
CONCENTRATION OF CREDIT RISK	'
	NOTE 9 - CONCENTRATION OF CREDIT RISK
	We maintain our cash balances in financial institutions that from time to time exceed amounts insured by the Federal Deposit Insurance Corporation (up to $250,000, per financial institution as of March 31, 2014). As of March 31, 2014 and September 30, 2013, our deposits did not exceed insured amounts. We have not experienced any losses in such accounts and we believe we are not exposed to any significant credit risk on cash.

STOCKHOLDERS_EQUITY

STOCKHOLDERS EQUITY	6 Months Ended
	Mar. 31, 2014
Equity [Abstract]	'
STOCKHOLDERS EQUITY	'
	NOTE 10 – STOCKHOLDERS’ DEFICIT
	Common Stock - Common stock consists of $0.001 par value, 50,000,000 shares authorized, 5,536,400 shares issued and outstanding as of March 31, 2014. Effective as of April 4, 2014, the authorized shares of the Registrant’s common stock was increased from 50,000,000 to 900,000,000.
	In October 2010, the Company issued 5,000,000 shares of its common stock to the Company’s President, for services performed. In January 2011, the Company issued 10,000 shares of its common stock for services. On March 23, 2011, the Company completed a private placement offering to certain investors (“Investors”) pursuant to which the Company sold an aggregate of 286,750 shares of the Company’s common stock resulting in gross proceeds of $28,675 to the Company. From July 1, 2011 to March 31, 2014, the Company issued 209,650 shares of its common stock for services received by an unrelated party.
	On March 5, 2012, the Company and Steven Barbee entered into a Restricted Stock Award Agreement under which the Company issued to Mr. Barbee 2,500,000 shares of DigiPath, Inc. restricted common stock (“Restricted Stock”) for $0.10 per share. Fifty percent of the Restricted Stock vests on January 9, 2014 and fifty percent of the Restricted Stock vests on February 14, 2014. In the event of Mr. Barbee’s termination the Restricted Stock shall be forfeited and reacquired by the Company for $0.10 per share. The Company loaned Mr. Barbee $250,000 to pay for the Restricted Stock through a recourse loan agreement. The loan has an interest rate of 5% and is secured against the Restricted Stock and all of Mr. Barbee’s assets. The note expires on March 4, 2016.
	On March 5, 2012, Eric Stoppenhagen, the Company’s president, cancelled his ownership of 2,500,000 shares of DigiPath, Inc. common stock.
	Preferred Stock - The articles of incorporation of the Company authorize 10,000,000 shares of preferred stock with a par value of $0.001 per share. The Board of Directors is authorized to determine any number of series into which shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Effective as of April 4, 2014, the designations, rights and preferences of the preferred shares changed to blank check preferred. As of March 31, 2014, no shares of preferred stock were issued.
	Stock Incentive Plan
	On March 5, 2012, the action to adopt our 2012 Stock Incentive Plan (the “2012 Plan”) was approved by written consent of holders representing approximately 91% of the outstanding shares of our common stock. On March 5, 2012, our board of directors approved the 2012 Plan.
	The approval of the 2012 Plan required such board approval and the affirmative vote of a majority of our outstanding shares of common stock. Such requirements have been met so no vote or further action of our stockholders is required to approve the adoption of the 2012 Plan. Our board of directors approved the 2012 Plan to ensure that we have adequate ways in which to provide stock based compensation to our directors, officers, employees and consultants. Our board of directors believes that the ability to grant stock-based compensation, such as stock options and stock grants, is important to our future success. The grant of such stock-based compensation can motivate high levels of performance and provide an effective means of recognizing employee and consultant contributions to our success. In addition, stock-based compensation can be valuable in recruiting and retaining highly qualified technical and other key personnel who are in great demand, as well as rewarding and providing incentives to our current employees and consultants.
	Because awards under the 2012 Plan are discretionary, benefits or amounts that will hereinafter be received by or allocated to our chief executive officer, our named executive officers, our current executive officers as a group, our non-executive directors as a group, and our employees who are not executive officers, are not presently determinable.
	The principal terms and features of the 2012 Plan are summarized below. The following is a summary description of the salient terms, conditions and features of the 2012 Plan and is qualified by the text of the plan.
	General; Types of Awards; Number of Shares
	The 2012 Plan provides for the grant of options to purchase shares of common stock, restricted stock, stock appreciation rights (“SARs”) and restricted stock units (rights to receive, in cash or stock, the market value of one share of our commons stock). Incentive stock options (“ISOs”) may be granted only to employees. Nonstatutory stock options and other stock-based awards may be granted to officers, employees, non-employee directors and consultants. A total of 5,000,000 shares of our common stock are reserved for issuance upon exercise of awards granted under the 2012 Plan. The 2012 Plan will terminate as to grants of awards after 10 years from the effective date, unless it is terminated earlier by our board of directors.
	The 2012 Plan will be administered by our board of directors or a committee of our board of directors (the “Administrator”) as provided in the 2012 Plan. The Administrator will have the authority to select the eligible participants to whom awards will be granted, to determine the types of awards and the number of shares covered and to set the terms, conditions and provisions of such awards, to cancel or suspend awards under certain conditions, and to accelerate the exercisability of awards. The Administrator will be authorized to interpret the 2012 Plan, to establish, amend, and rescind any rules and regulations relating to the 2012 Plan, to determine the terms of agreements entered into with recipients under the 2012 Plan, and to make all other determinations that may be necessary or advisable for the administration of the 2012 Plan.
	Options and other awards may be granted under the 2012 Plan to directors, officers, employees and consultants of our company and any of our subsidiaries, provided that the services of such consultants are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for our securities. At the date of this prospectus, all of our officers, directors and employees would have been eligible to receive awards under the 2012 Plan.
	The exercise price per share of our common stock purchasable upon exercise of any stock option or SAR will be determined by the Administrator, but cannot in any event be less than 100% of the fair market value of our common stock on the date the award is granted. The Administrator will determine the term of each stock option or SAR (subject to a maximum term of 10 years) and each option or SAR will be exercisable pursuant to a vesting schedule determined by the Administrator. The grants and the terms of ISOs will be restricted to the extent required for qualification as ISOs by the U.S. Internal Revenue Code of 1986, as amended. Subject to approval of the Administrator, options or SARs may be exercised by payment of the exercise price in cash, shares of common stock or pursuant to a “cashless exercise” through a broker-dealer under an arrangement approved by the Administrator. The Administrator may require the grantee to pay to us any applicable withholding taxes that we are required to withhold with respect to the grant or exercise of any option. The withholding tax may be paid in cash or, subject to applicable law, the Administrator may permit the grantee to satisfy these obligations by the withholding or delivery of shares of our common stock. We may withhold from any shares of our common stock that may be issued pursuant to an option or from any cash amounts otherwise due from us to the recipient of the option an amount equal to such taxes.
	Restricted shares may be sold or awarded for consideration determined by the Administrator, including cash, full-recourse promissory notes, as well as past and future services. Any award of restricted shares will be subject to a vesting schedule determined by the Administrator. Any restricted shares that are not vested will be subject to rights of repurchase, rights of first refusal or other restrictions as determined by the Administrator. In general, holders of restricted shares will have the same voting, dividend and other rights as our other stockholders.
	In the event of any change affecting shares of our common stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distribution to stockholders other than cash dividends, the Administrator will make substitutions or adjustments in the aggregate number of shares that may be distributed under the 2012 Plan, and in the number and types of shares subject to, and the exercise prices under, outstanding awards granted under the 2012 Plan, in accordance with Section 10 and other provisions of the 2012 Plan.
	Unless otherwise permitted by the 2012 Plan and approved by the Administrator as permitted by the 2012 Plan, no award will be assignable or otherwise transferable by the grantee other than by will or the laws of descent and distribution and, during the grantee’s lifetime, an award may be exercised only by the grantee.
	Our board of directors may amend the 2012 Plan in any and all respects without stockholder approval, except as such stockholder approval may be required under applicable law or pursuant to the listing requirements of any national market system or securities exchange on which our equity securities may be listed or quoted.
	Unless sooner terminated by our board of directors, the 2012 Plan will terminate as to further grants of awards on March 5, 2022. Awards under the 2012 Plan will be made by the Administrator. The Administrator does not currently have plans to grant stock options or other awards to any individual or group of individuals under the 2012 Plan.

SUBSEQUENT_EVENT

SUBSEQUENT EVENT	6 Months Ended
	Mar. 31, 2014
Subsequent Events [Abstract]	'
SUBSEQUENT EVENT	'
	NOTE 10 – SUBSEQUENT EVENT
	On April 9, 2014, the Registrant entered into various Series A Convertible Preferred Stock Purchase Agreements with Investors pursuant to which the Registrant agreed to issue 6,000,000 shares, in the aggregate, of a newly Series A Preferred in exchange for $6,000,000, in the aggregate, which consisted of money paid by investors and the retirement of $400,000 of notes payable owned to Mr. Stoppenhagen. On April 9, 2014, the remaining balance of the Revolving Note was paid off. The $110,111 post conversion remaining balance of related party revolving note payable was paid in cash on April 10, 2014. Additionally, the $183,468 balance due to related party was paid out in cash on April 10, 2014.
	The Company invested $1,000,000 of the gross proceeds received from the sale of its Series A Preferred (the “Gross Proceeds”) into DigiPath, Corp. for general working capital purposes in its existing digital pathology business. The remaining Gross Proceeds will be used to explore new lines of business associated with the research, development, licensing and operation of botanical and nutri-pharmaceutical products and services, including, without limitation, the licensing of brand name nutri-pharmaceutical products.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
Basis of Presentation	'
	Basis of Presentation –
	The accompanying unaudited condensed interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles.
	The unaudited condensed consolidated interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes for the year ended September 30, 2013 included in our Annual Report on Form 10-K. The results of the three and six month period ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending September 30, 2014.
Use of Estimates	'
	Use of Estimates –
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Income Taxes	'
	Income Taxes –
	The Company accounts for income taxes in accordance with ASC 740, Income Taxes ("ASC 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.
	ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
	The Company performed a review of its material tax positions. During the period from October 5, 2010 through March 31, 2014, there were no increases or decreases in unrecognized tax benefits as a result of tax positions taken during period, there were no decreases in unrecognized tax benefits relating to settlements with taxing authorities, and there were no reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations. As of March 31, 2014, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of March 31, 2014, the Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.
	The Company has elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the period from October 5, 2010 through March 31, 2014, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of March 31, 2014, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued.
Cash and cash equivalents	'
	Cash and cash equivalents –
	Cash and cash equivalents includes all highly liquid instruments with an original maturity of three months or less as of March 31, 2014. The Company had no cash equivalents as of March 31, 2014 and September 30, 2013.
Fair Value of Financial Instruments	'
	Fair Value of Financial Instruments –
	The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
		Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
		Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
		Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
	The Company had no such assets or liabilities recorded to be valued on the basis above at March 31, 2014.
Accounts receivable	'
	Accounts Receivable
	Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has no allowance for doubtful accounts as of March 31, 2014 and September 30, 2013.
Inventory	'
	Inventory
	Inventory is valued at the lower of cost or market. Cost is determined on a first-in, first-out method.
Equipment	'
	Equipment
	Equipment is stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets' estimated useful lives. The useful lives are as follows: machinery 2 to 5 years and trade show booths 3 to 5 years. Maintenance or repairs are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to other income / expense.
Revenue Recognition	'
	Revenue Recognition –
	The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the services for our advisory services are completed in accordance with the contracts we have with healthcare clients. In connection with our services arrangements, we are paid in advance for services which are incurred. These amounts are classified as deferred revenue and amortized over the over term of the agreement.
Deferred Revenue Policy	'
	Deferred Revenue -
	Customer payments received prior to the recognition of revenue are recorded as deferred revenue and advances from customers.
Net Loss Per Share	'
	Net Loss Per Share –
	Basic net loss per share is computed by dividing the net loss applicable to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed by dividing the loss applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for the period presented.
Stock Compensation for Services Rendered	'
	Stock Compensation for Services Rendered –
	The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and ASC 505-50, Equity, Equity-Based Payments to Non-employees (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty's performance is complete or the date on which it is probable that performance will occur.
Going Concern	'
	Going Concern –
	The Company sustained operating losses during the six months ended March 31, 2014; and has a stockholders’ deficit of $(834,356) as of March 31, 2014. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.
	The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

EQUIPMENT_Tables

EQUIPMENT (Tables)	6 Months Ended
	Mar. 31, 2014
Text Block [Abstract]	'
Equipment	'
		31-Mar-14			30-Sep-13
		(Unaudited)
	Machinery	$	35,420		$	35,420
	Trade Show Booths		13,359			13,359
			48,779			48,779
	Less accumulated depreciation		(48,547	)		(47,065	)
	Total		232			1,714

EQUIPMENT_Equipment_Details

EQUIPMENT - Equipment (Details) (USD $)	Mar. 31, 2014	Sep. 30, 2013
Notes to Financial Statements	'	'
Machinery	$35,420	$35,420
Trade Show Booths	13,359	13,359
Property, Plant & Equipment, Gross	48,779	48,779
Less accumulated depreciation	-48,547	-47,065
Equipment, Net	$232	$1,714

ACCOUNTS_RECEIVABLE_Details_Na

ACCOUNTS RECEIVABLE (Details Narrative) (USD $)	Mar. 31, 2014	Sep. 30, 2013
Notes to Financial Statements	'	'
accounts receivable	$45,361	$43,596

INVENTORY_Details_Narrative

INVENTORY (Details Narrative) (USD $)	Mar. 31, 2014	Sep. 30, 2013
Inventory Disclosure [Abstract]	'	'
Inventory	$156,786	$158,963

EQUIPMENT_Details_Narrative

EQUIPMENT (Details Narrative) (USD $)	6 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Notes to Financial Statements	'	'
Depreciation expense	$1,482	$14,025

DEFERRED_REVENUE_Details_Narra

DEFERRED REVENUE (Details Narrative) (USD $)	Mar. 31, 2014	Sep. 30, 2013
Revenue Recognition [Abstract]	'	'
Deferred revenue	$212,205	$164,993
Deferred Revenue Support	$43,064	$63,955

RELATED_PARTIES_Details_Narrat

RELATED PARTIES (Details Narrative) (USD $)	Mar. 31, 2014	Sep. 30, 2013
Related Party Transactions [Abstract]	'	'
Related party payables	$183,478	$223,463

REVOLVING_NOTE_PAYABLE_AND_ACC1

REVOLVING NOTE PAYABLE AND ACCRUED INTEREST, RELATED PARTY (Details Narrative) (USD $)	Mar. 31, 2014	Sep. 30, 2013
Notes to Financial Statements	'	'
Note payable related party	$358,649	'
Interest payable related party	51,820	'
Notes payable - related party	$99,642	$0

STOCKHOLDERS_EQUITY_Details_Na

STOCKHOLDERS EQUITY (Details Narrative) (USD $)	3 Months Ended				6 Months Ended
	Mar. 31, 2012	Sep. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Mar. 31, 2014	Mar. 31, 2013	Sep. 30, 2013	Mar. 05, 2012
Notes to Financial Statements	'	'	'	'	'	'	'	'
Par value common stock	'	'	'	'	$0.00	'	'	'
Authorized common stock	'	'	'	'	50,000,000	'	50,000,000	'
Common stock issued	'	'	'	'	5,536,400	'	5,536,400	'
Shares issued for services	53,500	130,000	10,000	5,000,000	'	'	'	'
Shares issued for cash	2,500,000	'	286,750	'	'	'	'	'
Stock issued value	'	'	$28,675	'	'	'	'	'
Stock compensation	'	'	'	'	10,378	9,800	'	'
stock issued per share price	'	'	'	'	'	'	'	$0.10
Loan to affiliate purchase stock	'	'	'	'	'	'	'	250,000
Stock forfeited	$2,500,000	'	'	'	'	'	'	'
Preferred stock authorized	'	'	'	'	10,000,000	'	10,000,000	'
Preferred stock par value	'	'	'	'	$0.00	'	'	'

SUBSEQUENT_EVENT_Details_Narra

SUBSEQUENT EVENT (Details Narrative) (USD $)	0 Months Ended
	Apr. 09, 2014	Mar. 31, 2014	Sep. 30, 2013
Subsequent Events [Abstract]	'	'	'
Convertible Preferred Stock Issued	6,000,000	0	0
Proceeds from convertible preferred stock	$6,000,000	'	'