Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Nov. 24, 2014 | Mar. 31, 2014 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'DigiPath,Inc. | ' | ' |
Entity Central Index Key | '0001502966 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--09-30 | ' | ' |
Entity a Well-known Seasoned Issuer | 'No | ' | ' |
Entity a Voluntary Filer | 'No | ' | ' |
Entity's Reporting Status Current | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $0 |
Entity Common Stock, Shares Outstanding | ' | 81,997,290 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
CURRENT ASSETS | ' | ' |
Cash | $5,102,620 | $35,363 |
Accounts receivable | 123,045 | 43,596 |
Inventory | 285,255 | 158,963 |
Deposits | 117,805 | 15,700 |
TOTAL CURRENT ASSETS | 5,628,725 | 253,622 |
Equipment, net | 20,735 | 1,714 |
Intellectual property | 28,336 | ' |
TOTAL ASSETS | 5,677,796 | 255,336 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued expenses | 151,764 | 55,796 |
Deferred revenue | 39,133 | 228,948 |
Revolving note payable and accrued interest, related party | ' | 294,051 |
Due to related party | ' | 223,463 |
TOTAL CURRENT LIABILITIES | 190,897 | 802,258 |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 5,850,000 shares issued and outstanding at September 30, 2014 and no shares issued and outstanding at September 30, 2013, respectively | 5,850 | ' |
Common stock, $0.001 par value, 900,000,000 shares authorized, 58,756,400 and 5,536,400 shares issued and outstanding at September 30, 2014 and September 30, 2013, respectively. | 58,756 | 5,536 |
Additional paid in capital | 9,280,915 | 130,429 |
Accumulated Equity | -3,515,089 | -682,887 |
TOTAL DIGIPATH, INC. STOCKHOLDERS' EQUITY | 5,830,432 | -546,922 |
Non-controlling interest in subsidiary | -343,533 | ' |
Total Stockholders' Equity | 5,486,899 | -546,922 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $5,677,796 | $255,336 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,850,000 | ' |
Preferred stock, shares outstanding | 5,850,000 | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common Stock, shares issued | 58,756,400 | 5,536,400 |
Common Stock, shares outstanding | 58,756,400 | 5,536,400 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' |
REVENUES | $485,870 | $567,192 |
COST OF SALES | 297,529 | 303,954 |
GROSS PROFIT | 188,341 | 263,238 |
OPERATING EXPENSES: | ' | ' |
General and administrative expenses | 3,008,907 | 574,822 |
LOSS FROM OPERATIONS | -2,820,566 | -311,584 |
Interest and other expense | -11,636 | -18,063 |
LOSS BEFORE PROVISION FOR INCOME TAXES | -2,832,202 | -329,647 |
Provision for income taxes | ' | ' |
NET LOSS | ($2,832,202) | ($329,647) |
NET LOSS PER SHARE OF COMMON STOCK - Basic and diluted | ($0.12) | ($0.06) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted | 24,471,058 | 5,531,386 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' Equity (USD $) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Noncontrolling [Member] | Accumulated Deficit [Member] | Total |
Balance at Sep. 30, 2012 | ' | $5,516 | $81,774 | ' | ($353,240) | ($265,950) |
Balance, shares at Sep. 30, 2012 | ' | 5,516,400 | ' | ' | ' | ' |
Common stock issued for services | ' | 20 | 19,780 | ' | ' | 19,800 |
Common stock issued for services, shares | ' | 20,000 | ' | ' | ' | ' |
Option exercised, shares | ' | ' | ' | ' | ' | ' |
Option issued for services | ' | ' | 28,875 | ' | ' | 28,875 |
Net loss | ' | ' | ' | ' | -329,647 | -329,647 |
Balance at Sep. 30, 2013 | ' | 5,536 | 130,429 | ' | -682,887 | -546,922 |
Balance, shares at Sep. 30, 2013 | ' | 5,536,400 | ' | ' | ' | ' |
Common stock issued for services | ' | 1,510 | 28,490 | ' | ' | 30,000 |
Common stock issued for services, shares | ' | 1,510,000 | ' | ' | ' | ' |
Option exercised | ' | 10 | 3,290 | ' | ' | 3,300 |
Option exercised, shares | ' | 10,000 | ' | ' | ' | -10,000 |
Common stock issued during period for cash | ' | 44,200 | 2,165,800 | ' | ' | 2,210,000 |
Common stock issued during period for cash, shares | ' | 44,200,000 | ' | ' | ' | ' |
Option issued for services | ' | ' | 10,377 | ' | ' | 10,377 |
Preferred stock issued for cash | 6,000 | ' | 5,994,000 | ' | ' | 6,000,000 |
Preferred stock issued for cash, shares | 6,000,000 | ' | ' | ' | ' | ' |
Sharebased compensation vested | ' | ' | 44,837 | ' | ' | 44,837 |
XTOL and TLC to be reversed | ' | ' | 30,000 | ' | ' | 30,000 |
Sharebased compensation vested | ' | ' | 193,976 | ' | ' | 193,976 |
Warrants in subsidary issued for services | ' | ' | 343,533 | ' | ' | 343,533 |
Noncontrolling interest in subsidary | ' | ' | 343,533 | -343,533 | ' | ' |
Conversion of preferred shares to common | -150 | 7,500 | -7,350 | ' | ' | ' |
Conversion of preferred shares to common, shares | -150,000 | 7,500,000 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -2,832,202 | -2,832,202 |
Balance at Sep. 30, 2014 | $5,850 | $58,756 | $9,280,915 | ($343,533) | ($3,515,089) | $5,486,899 |
Balance, shares at Sep. 30, 2014 | 5,850,000 | 58,756,400 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
OPERATING ACTIVITIES: | ' | ' |
Net loss | ($2,832,202) | ($329,647) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ' | ' |
Depreciation expense | 4,586 | 27,212 |
Stock based compensation - warrants | 343,533 | ' |
Stock based compensation | 303,191 | 48,675 |
Write-down of development costs | 1,003,416 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -79,449 | 33,816 |
Inventory | -126,292 | -109,623 |
Prepaid | -102,105 | -15,700 |
Accounts payable and accrued expenses | 95,967 | -19,867 |
Due to related party | -123,811 | 177,510 |
Deferred revenue | -189,815 | 60,149 |
Accrued interest payable | ' | 24,051 |
Net cash used in operating activities | -1,696,981 | -103,424 |
INVESTING ACTIVITIES: | ' | ' |
Purchase of development costs | -1,003,416 | ' |
Purchase of equipment | -28,336 | ' |
Purchase of intangibles | -23,607 | ' |
Net cash used in investing activities | -1,055,359 | ' |
FINANCING ACTIVITIES: | ' | ' |
Proceeds (repayment) from revolving note due to related party | 105,000 | -56,784 |
Proceeds from the sale of Preferred Stock | 5,600,000 | ' |
Proceeds from the sale of Common Stock | 2,210,000 | ' |
Proceeds from options exercised | 3,300 | ' |
Repayment of revolving note | -98,703 | ' |
Net cash provided by (used in) financing activities | 7,819,597 | -56,784 |
Net increase (decrease) in cash | 5,067,257 | -160,208 |
Cash at beginning of period | 35,363 | 195,571 |
Cash at end of period | 5,102,620 | 35,363 |
Supplemental disclosure of non-cash investing and financing transactions: | ' | ' |
Note payable exchanged for preferred stock | 400,000 | ' |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 218 | ' |
Cash paid for income tax | ' | ' |
Basis_of_Presentation_and_Orga
Basis of Presentation and Organization | 12 Months Ended | ||
Sep. 30, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
Basis of Presentation and Organization | ' | ||
NOTE 1 – BASIS OF PRESENTATION AND ORGANIZATION | |||
Current Operations and Background — DigiPath, Inc. was incorporated in Nevada on October 5, 2010. DigiPath, Inc. and its subsidiaries (“DigiPath,” the “Company,” “we,” “our” or “us”) supports the cannabis industry’s best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. Our four business units are described below. | |||
● | DigiPath Labs, Inc. plans to set the industry standard for testing all forms of cannabis-based products using FDA-compliant laboratory equipment and processes to report product safety and efficacy. Currently, we are building our first testing lab in Nevada and have plans to open labs in other legal states. | ||
● | The National Marijuana News Corp. provides a balanced and unbiased approach to cannabis news with a news/talk radio show and national marijuana news website focusing on the political, economic, medicinal, scientific, and cultural dimensions of the rapidly evolving—and profoundly controversial—medicinal and recreational marijuana industry. | ||
● | DigiPath UTM is developing a two-day seminar and a modularized six-week, instructor-facilitated online course for people who want to learn more about cannabis or are seeking employment in the new industry. | ||
● | DigiPath Corp. develops digital microscopy systems to create, store, manage, analyze and correlate data collected through virtual microscopy for plant and cell based industries. | ||
On April 9, 2014, the Company entered into various Series A Convertible Preferred Stock Purchase Agreements with certain accredited investors pursuant to which the Company 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 Company by such Investors (each agreement, a “Securities Purchase Agreement” and collectively, the “Securities Purchase Agreements”). On May 14, 2014, the Company completed a private placement offering to certain accredited investors pursuant to which the Company sold an aggregate of 44,200,000 shares of the Company’s common stock resulting in gross proceeds of $2,210,000 to the Company. The securities were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder. | |||
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 are being used to fund cannabis-related lines of business. | |||
Basis of Presentation – | |||
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Intercompany accounts and transactions have been eliminated. 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Principles of Consolidation | ||
Our consolidated financial statements include the accounts of DigiPath, Inc., and its 100% majority-owned subsidiary, DigiPath Labs, Inc. and DigiPath, Corp. All significant intercompany transactions and balances have been eliminated in consolidation. | ||
Use of Estimates – | ||
The preparation of 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 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 September 30, 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 September 30, 2014, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of September 30, 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 September 30, 2014, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of September 30, 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 September 30, 2014. The Company had no cash equivalents as of September 30, 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 carrying value of cash, accounts receivable, accounts payables and accrued expenses approximates their fair values due to their short-term maturities at September 30, 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 September 30, 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 and slide scanner parts. | ||
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, software 3 years, trade show booths 3 to 5 years, and leasehold improvements 3 years based on the term of the lease. Software is amortized over the life of the license to the extent software is purchased it is amortized over 3 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. | ||
Long-Lived Assets | ||
Management assesses the carrying values of property and equipment and intangible assets with finite lives. Whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition to the extent possible. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended September 30, 2014 and 2013, the Company did not recognize any impairments for its property and equipment. For the years ended September 30, 2014, the Company recognized an impairment loss of $1,003,416 and $0 respectively which represents the carrying value of development costs. Management believes these developed products will continue to be utilized by the Company to generate revenues; however, since the Company does not have historical operating experience, these amounts were written off. | ||
Our intellectual property is comprised of indefinite-lived brand name acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. For the years ended September 30, 2014 and 2013, the Company did not recognize any impairments for intellectual property. | ||
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 of product has met the criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the products or services are completed in accordance with the contracts we have with clients. In connection with our products and services arrangements, when we are paid in advance, these amounts are classified as deferred revenue and amortized over the term of the agreement. | ||
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. | ||
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 | 12 Months Ended |
Sep. 30, 2014 | |
Receivables [Abstract] | ' |
Accounts Receivable | ' |
NOTE 3 – ACCOUNTS RECEIVABLE | |
Accounts receivable at September 30, 2014 and September 30, 2013 is $123,045 and $43,596, respectively. There is no allowance for uncollectible accounts at September 30, 2014 and September 30, 2013. |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2014 | |
Inventory Disclosure [Abstract] | ' |
Inventory | ' |
NOTE 4 – INVENTORY | |
Inventory at September 30, 2014 and September 30, 2013 is $285,255 and $158,963, respectively. There is no allowance for inventory obsolescence. A total of $51,553 and $0 was written off due to obsolescence and included in the consolidated statements of operations during the year ended September 30, 2014 and September 30, 2013, respectively. |
Equipment
Equipment | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Equipment | ' | ||||||||
NOTE 5 – EQUIPMENT | |||||||||
Equipment comprises of the following at September 30, 2014 and September 30, 2013. | |||||||||
30-Sep-14 | 30-Sep-13 | ||||||||
Machinery | $ | 35,420 | $ | 35,420 | |||||
Leasehold improvements | 13,589 | — | |||||||
Software | 10,019 | — | |||||||
Trade Show Booths | 13,359 | 13,359 | |||||||
72,387 | 48,779 | ||||||||
Less accumulated depreciation | (51,652 | ) | (47,065 | ) | |||||
Total | $ | 20,735 | $ | 1,714 | |||||
For the years ending September 30, 2014 and 2013, depreciation expense was $4,586 and $27,212, respectively. |
Intangible_Assets
Intangible Assets | 12 Months Ended |
Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Intangible Assets | ' |
NOTE 6 – INTANGIBLE ASSETS | |
For the years ended September 30, 2014 and 2013, the Company determined that the carrying value of its development costs were impaired. As a result, $1,003,416 was written off due to the lack of operating history in our testing labs and media divisions for its indefinite-lived intangible assets. Development costs consisted of $208,416 associated with the development of several radio and television shows for our syndicated radio show The National Marijuana News which were capitalized in the year ended September 30, 2014. These shows are currently broadcasting on the Internet and generating revenue for the Company. The remaining amount capitalized in the year ended June 30, 2014, totaling $795,000, relates to third-party cannabis-related research which will be used in our website, our testing labs, and education units. |
Deferred_Revenue
Deferred Revenue | 12 Months Ended |
Sep. 30, 2014 | |
Revenue Recognition [Abstract] | ' |
Deferred Revenue | ' |
NOTE 7 – DEFERRED REVENUE | |
Deferred revenue at September 30, 2014 and September 30, 2013 consisted of $0 and $164,993 for products not yet delivered and $39,133 and $63,955 for unrecognized software support, respectively. |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 12 Months Ended |
Sep. 30, 2014 | |
Risks and Uncertainties [Abstract] | ' |
Concentration of Credit Risk | ' |
NOTE 8 – 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 September 30, 2014). As of September 30, 2014, our deposits exceeded insured amounts by $4,602,620. 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 | 12 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||||
NOTE 9 – STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||
Common Stock - Common stock consists of $0.001 par value, 900,000,000 shares authorized, 58,756,400 shares issued and outstanding as of September 30, 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 September 30, 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 February 14, 2013 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. This loan was transferred to DigiPath, Corp. on March 24, 2014 and offsets the Company’s additional paid in capital. | |||||||||||||||||||||||
On March 5, 2012, Eric Stoppenhagen, the Company’s president, cancelled his ownership of 2,500,000 shares of DigiPath, Inc. common stock. | |||||||||||||||||||||||
On May 14, 2014, the Company completed a private placement offering to certain accredited investors pursuant to which the Company sold an aggregate of 44,200,000 shares of the Company’s common stock resulting in gross proceeds of $2,210,000 to the Company. | |||||||||||||||||||||||
For the year ended September 30, 2014, the Company approved the issuance of 15,000,000 million shares of the Company’s common stock. Of these 1.5 million shares have vested and issued and 13.5 million shares have not vested and not issued. The Company recorded a stock compensation expense of $67,500 associated with these issuances for the vesting portion and $25,000 as issuance to the service providers. | |||||||||||||||||||||||
During the quarter ended June 30, 2014, the Company issued 10,000 shares associated with the exercise of 10,000 options at $0.33 and received $3,300 cash. | |||||||||||||||||||||||
During the year ended September 30, 2014, the Company approved the issuance of 1,055,000 million shares of the Company’s common stock. The Company recorded a stock compensation expense of $92,788 associated with these issuances for the vesting portion plus a compensation expense of $101,188 for the vesting of prior period awards. | |||||||||||||||||||||||
For the quarter ended September 30, 2014, a total of 150,000 shares of preferred stock were converted into 7,500,000 shares of 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. As of September 30, 2014, there are 5,850,000 shares of the preferred stock issued and outstanding. 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. | |||||||||||||||||||||||
On April 9, 2014, the Registrant entered into various Series A Convertible Preferred Stock Purchase Agreements with certain accredited investors pursuant to which the Company 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 from subscription and advances made to the Company by such Investors prior to December 31, 2013 (each agreement, a “Securities Purchase Agreement” and collectively, the “Securities Purchase Agreements”). All the Securities Purchase Agreements have the same terms, whereby the shares of Series A Preferred are convertible after years from the date of issue based on a conversion formula equal to the price per share ($1.00) divided by a conversion price equal to the lesser of (A) $0.02 and (B) seventy percent (70%) of the average of the three (3) lowest daily volume weighted average prices (“VWAPs”) occurring during the twenty (20) consecutive trading days immediately preceding the applicable conversion date on which the Holder elects to convert any shares of Series A Preferred Stock. The conversion price is further adjustable in the event of stock splits and other adjustments in the Company’s capitalization, and in the event of certain negative actions undertaken by the Company. At a conversion price equal to $0.02 per share, the Series A Preferred are convertible into 300,000,000 shares of the common stock of the Company. No holder is permitted to convert its shares of Series A Preferred Stock if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice. | |||||||||||||||||||||||
The additional terms of the Series A Preferred include the following: | |||||||||||||||||||||||
● | The shares of Series A Preferred are entitled to dividends when, as and if declared by the Board as to the shares of the common stock of the Company, but only with respect to the shares under the beneficial ownership limitation described above. | ||||||||||||||||||||||
● | Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price plus all accrued but unpaid dividends. | ||||||||||||||||||||||
● | The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then applicable conversion rate, upon the affirmative vote of 50% of the outstanding shares of Series A Preferred. | ||||||||||||||||||||||
● | Each share of Series A Preferred will carry a number of votes equal to the number of shares of common stock then issuable upon its conversion into common stock, e.g., only with respect to the shares under the beneficial ownership limitation described above. The Series A Preferred generally will vote together with the common stock and not as a separate class, except as provided below. | ||||||||||||||||||||||
● | Consent of the holders of the outstanding Series A Preferred will be required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred. | ||||||||||||||||||||||
● | Holders of Series A Preferred will be entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion. The registration rights may be transferred to a transferee who acquires all of the Series A Preferred. | ||||||||||||||||||||||
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. | |||||||||||||||||||||||
On May 30, 2014, the Registrant amended its 2012 Stock Incentive Plan (“Amendment”) to increase the maximum aggregate number of Shares which may be issued pursuant to awards granted under the plan is Thirty Million (30,000,000) shares. | |||||||||||||||||||||||
Non-Plan Options | |||||||||||||||||||||||
During the year ended September 30, 2014, the Company issued the following non-plan options: 15,300 options with an exercise price of $0.33 per share and recorded an expense associated with these options of $10,377; 3,000,000 options with and exercise price of $0.02 vesting quarterly over a period of one year. The value the Company associated with these options was $22,502; and 1,000,000 options with an exercise price of $0.05 vesting quarterly over a period of one year. The value the Company associated with these options was $31,794. | |||||||||||||||||||||||
The weighted-average grant date fair value of options granted during the years ended September 30, 2014 and 2013 was $0.016 and $0.33, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. For purposes of determining the expected life of the option, an average of the estimated holding period is used. The risk-free rate for periods within the contractual life of the options is based on the U. S. Treasury yield in effect at the time of the grant. | |||||||||||||||||||||||
Year ended September 30, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Expected volatility | 103.82 | % | 68.16 | % | |||||||||||||||||||
Expected dividends | — | — | |||||||||||||||||||||
Expected average term (in years) | 3 | 3 | |||||||||||||||||||||
Risk free rate - average | 0.81 | % | 0.79 | % | |||||||||||||||||||
Forfeiture rate | 0 | % | 0 | % | |||||||||||||||||||
A summary of option activity as of September 30, 2014 and changes during the two years then ended is presented below: | |||||||||||||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate | ||||||||||||||||||||
Exercise Price | Remaining | Intrinsic | |||||||||||||||||||||
Contractual | Value | ||||||||||||||||||||||
Terms (Years) | |||||||||||||||||||||||
Outstanding at October 1, 2012 | - | $ | - | ||||||||||||||||||||
Granted | 62,318 | $ | 0.33 | ||||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||||
Forfeited or expired | - | $ | - | ||||||||||||||||||||
Outstanding at September 30, 2013 | 62,318 | $ | 0.33 | ||||||||||||||||||||
Granted | 4,015,300 | $ | 0.03 | ||||||||||||||||||||
Exercised | (10,000 | ) | $ | 0.33 | |||||||||||||||||||
Forfeited or expired | - | $ | - | ||||||||||||||||||||
Outstanding at September 30, 2014 | 4,067,618 | $ | 0.03 | 2.5 | $ | 122,029 | |||||||||||||||||
Exercisable at September 30, 2014 | 1,775,951 | $ | 0.04 | 2.5 | $ | 35,519 | |||||||||||||||||
As of September 30, 2014, the aggregate intrinsic values of $122,029 and $35,519 were calculated as the difference between the market price and the exercise price of the Company’s stock, which was $0.06 as of September 30, 2014. | |||||||||||||||||||||||
A summary of the status of the Company’s nonvested shares granted under the Company’s stock option plan as of September 30, 2014 and changes during the year then ended is presented below: | |||||||||||||||||||||||
Weighted- | |||||||||||||||||||||||
Average | |||||||||||||||||||||||
Grant Date | |||||||||||||||||||||||
Shares | Fair Value | ||||||||||||||||||||||
Nonvested at September 30, 2013 | - | $ | - | ||||||||||||||||||||
Granted | 4,015,300 | $ | 0.03 | ||||||||||||||||||||
Vested | (1,723,633 | ) | $ | 0.03 | |||||||||||||||||||
Forfeited | - | $ | - | ||||||||||||||||||||
Nonvested at September 30, 2014 | 2,291,667 | $ | 0.04 | ||||||||||||||||||||
Additional information regarding options outstanding as of September 30, 2014 is as follows: | |||||||||||||||||||||||
Options Outstanding at September 30, 2014 | Options Exercisable at | ||||||||||||||||||||||
30-Sep-14 | |||||||||||||||||||||||
Range of Exercise Price | Number of | Weighted | Weighted | Number of | Weighted | ||||||||||||||||||
Options | Average | Average | Shares | Average | |||||||||||||||||||
Outstanding | Remaining | Exercise Price | Exercisable | Exercise Price | |||||||||||||||||||
Contractual | |||||||||||||||||||||||
Life (years) | |||||||||||||||||||||||
$ | 0.02 | 3,000,000 | 2.5 | $ | 0.02 | 1,375,000 | $ | 0.02 | |||||||||||||||
$ | 0.05 | 1,000,000 | 2.5 | $ | 0.05 | 333,333 | $ | 0.05 | |||||||||||||||
$ | 0.33 | 67,618 | 1.5 | $ | 0.33 | 67,618 | $ | 0.33 | |||||||||||||||
4,067,618 | 269,083 | ||||||||||||||||||||||
Subsidiary Warrants | |||||||||||||||||||||||
On April 19, 2014, DigiPath, Corp., a subsidiary of DigiPath, Inc. which is dedicated to digital microscopy granted a five year Common Stock Purchase (“Warrants”) to both Steven Barbee and Eric Stoppenhagen (the “Consultant”). The Warrant will entitle the Consultant to purchase 3,000,000 shares of common stock at an exercise price of $0.10. No equity or debt shall be issued in DigiPath, Corp. or its subsidiaries without the expressed written consent of Consultant, which shall not be unreasonably withheld. To the extent the issuance could be dilutive the Consultant shall be made whole. The Warrants shall vest immediately and are considered to be earned in full. Warrants shall have a cashless provision. | |||||||||||||||||||||||
In the event that there is ever a Change in Control, and at such time the DigiPath, Corp’s value exceeds $1,600,000, as measured by the fair market value of the greater of DigiPath, Corp or its assets, Consultant shall be paid $300,000. Change in Control of DigiPath, Corp shall be deemed to have occurred if: (i) any “Person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than DigiPath, Corp, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of DigiPath, Corp in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner’ (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of DigiPath, Corp’s then outstanding securities; (ii) during any 12-month period (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the company to effect a transaction described in sub clauses (i), (iii) or (iv) of this Section 4.3) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 66 2/3 % of the members of the Board then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (iii) the DigiPath, Corp’s stockholders approve a merger or consolidation of DigiPath, Corp with any other corporation, other than: (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (B) a merger or consolidation effected to implement a recapitalization of DigiPath, Corp (or similar transaction) in which no Person acquires more than 50% of the combined voting power of DigiPath, Corp’s then outstanding securities; or (iv) the stockholders of DigiPath, Corp approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by DigiPath, Corp of all or substantially all of DigiPath, Corp’s assets. | |||||||||||||||||||||||
Mr. Stoppenhagen’s Warrants shall not be able to be converted into more than 4.99% of the Company’s common stock without giving a 65 days’ notice to void such provision. | |||||||||||||||||||||||
The Company recorded a total of total of $343,533 expense associated with warrants and recorded as a non-controlling interest because the warrants are issued by the subsidiary. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
NOTE 10 – COMMITMENTS AND CONTINGENCIES | |||||
Lease commitment | |||||
The Company leases space for its lab operations in Henderson, Nevada. Amounts of minimum future annual commitments, including common area maintenance fees, under non-cancelable operating leases are as follows: | |||||
2015 | $ | 88,440 | |||
2016 | 91,978 | ||||
2017 | 95,657 | ||||
2018 | 99,483 | ||||
2019 and thereafter | 184,491 | ||||
Total | $ | 560,049 | |||
In addition to these commitments, the Company pays monthly rent, on a month-to-month basis, for the following offices: accounting office at $950, research office at $600, satellite office storage space at $350, development office at $2,127, and potential lab space at $1,977, totaling $6,004 per month. |
Related_Parties_Transactions
Related Parties Transactions | 12 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Parties Transactions | ' |
NOTE 11 – RELATED PARTY TRANSACTIONS | |
Stock Issued for Debt with Eric Stoppenhagen | |
On April 9, 2014, pursuant to a series A convertible preferred stock purchase agreement (the “Series A SPA”), Mr. Stoppenhagen purchased 71,864 shares of the Issuer’s Series A Preferred Stock by way of a note payable for expenses converted on January 15, 2014 and 27,788 shares of the Issuer’s Series A Preferred Stock by way of a note payable for accounts payable converted on January 15, 2014 for an aggregate of 99,652 shares of the Issuer’s Series A Preferred Stock held by Mr. Stoppenhagen as a trustee of the Eric Paul Stoppenhagen Trust, dated September 30, 2013. | |
On April 9, 2014, pursuant to a series A convertible preferred stock purchase agreement (the “Verdad Series A SPA”), Verdad Telecom, Inc. purchased 253,649 shares of the Issuer’s Series A Preferred Stock by way of a secured note payable and 46,699 shares of the Issuer’s Series A Preferred Stock by way of interest on a secured note payable through December 31, 2014 for an aggregate of 300,348 shares of the Issuer’s Series A Preferred Stock held by Verdad Telecom, Inc., of which Mr. Stoppenhagen owns 100% of the issued and outstanding stock. This note payable was satisfied in full by this exchange of company Series A Preferred Stock. |
Income_Tax
Income Tax | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax | ' | ||||||||
NOTE 12 – INCOME TAX | |||||||||
The deferred tax asset as of the year ended September 30, 2014 and 2013 consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Net operating loss carry forwards | $ | 1,433,582 | $ | 275,211 | |||||
Less valuation allowance | (1,433,582 | ) | (275,211 | ) | |||||
$ | — | $ | — | ||||||
Management provided a deferred tax asset valuation allowance equal to the potential benefit due to the Company’s historical net losses. When the Company demonstrates the ability to generate taxable income, management will re-evaluate the allowance. | |||||||||
As of September 30, 2014 and 2013, the Company has net operating loss carry forward of approximately $3,515,089 and $682,887, respectively, which is available to offset future taxable income that expires by year 2031. | |||||||||
Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% and state statutory rate of 6.9% for 2014 and 2013 is as follows: | |||||||||
2014 and 2013 | |||||||||
Income tax benefit at federal statutory rate | -34 | % | |||||||
State income tax benefit, net of effect on federal taxes | -6.9 | % | |||||||
Increase in valuation allowance | 40.9 | % | |||||||
Income tax expense | — |
Segment_Operating_Results
Segment Operating Results | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Operating Results | ' | ||||||||||||||||
NOTE 13 – SEGMENT OPERATING RESULTS | |||||||||||||||||
Our business is comprised of two general divisions: cannabis related and digital microscopy sales and services. The following table shows operating results for these two divisions for the twelve month periods ending September 30, 2014 and 2013. | |||||||||||||||||
For the years ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Cannabis | Microscopy | Cannabis | Microscopy | ||||||||||||||
Revenues | $ | 0 | $ | 485,870 | $ | 0 | $ | 567,192 | |||||||||
Cost of Sales | -0- | 297,529 | -0- | 303,954 | |||||||||||||
Gross Profit | -0- | 188,341 | -0- | 263,238 | |||||||||||||
Operating Expenses | 2,323,899 | 685,008 | -0- | 574,822 | |||||||||||||
Loss from Operations | (2,323,899 | ) | (496,667 | ) | -0- | (311,584 | ) | ||||||||||
Interest and other expense | -0- | (11,636 | ) | -0- | (18,063 | ) | |||||||||||
Net Loss | $ | (2,323,899 | ) | $ | (508,303 | ) | $ | -0- | $ | (329,647 | ) |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
Principles of Consolidation | ' | |
Principles of Consolidation | ||
Our consolidated financial statements include the accounts of DigiPath, Inc., and its 100% majority-owned subsidiary, DigiPath Labs, Inc. and DigiPath, Corp. All significant intercompany transactions and balances have been eliminated in consolidation. | ||
Use of Estimates | ' | |
Use of Estimates – | ||
The preparation of 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 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 September 30, 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 September 30, 2014, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of September 30, 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 September 30, 2014, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of September 30, 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 September 30, 2014. The Company had no cash equivalents as of September 30, 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 carrying value of cash, accounts receivable, accounts payables and accrued expenses approximates their fair values due to their short-term maturities at September 30, 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 September 30, 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. Inventory consists of digital slide scanners and slide scanner parts. | ||
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, software 3 years, trade show booths 3 to 5 years, and leasehold improvements 3 years based on the term of the lease. Software is amortized over the life of the license to the extent software is purchased it is amortized over 3 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. | ||
Long-Lived Assets | ' | |
Long-Lived Assets | ||
Management assesses the carrying values of property and equipment and intangible assets with finite lives. Whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition to the extent possible. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended September 30, 2014 and 2013, the Company did not recognize any impairments for its property and equipment. For the years ended September 30, 2014, the Company recognized an impairment loss of $1,003,416 and $0 respectively which represents the carrying value of development costs. Management believes these developed products will continue to be utilized by the Company to generate revenues; however, since the Company does not have historical operating experience, these amounts were written off. | ||
Our intellectual property is comprised of indefinite-lived brand name acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. For the years ended September 30, 2014 and 2013, the Company did not recognize any impairments for intellectual property. | ||
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 of product has met the criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the products or services are completed in accordance with the contracts we have with clients. In connection with our products and services arrangements, when we are paid in advance, these amounts are classified as deferred revenue and amortized over the term of the agreement. | ||
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. | ||
Recently Accounting Guidance Adopted | ' | |
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. |
Equipment_Tables
Equipment (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of Equipment | ' | ||||||||
Equipment comprises of the following at September 30, 2014 and September 30, 2013. | |||||||||
30-Sep-14 | 30-Sep-13 | ||||||||
Machinery | $ | 35,420 | $ | 35,420 | |||||
Leasehold improvements | 13,589 | — | |||||||
Software | 10,019 | — | |||||||
Trade Show Booths | 13,359 | 13,359 | |||||||
72,387 | 48,779 | ||||||||
Less accumulated depreciation | (51,652 | ) | (47,065 | ) | |||||
Total | $ | 20,735 | $ | 1,714 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||
Schedule of Option Pricing Model | ' | ||||||||||||||||||||||
The risk-free rate for periods within the contractual life of the options is based on the U. S. Treasury yield in effect at the time of the grant. | |||||||||||||||||||||||
Year ended September 30, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Expected volatility | 103.82 | % | 68.16 | % | |||||||||||||||||||
Expected dividends | — | — | |||||||||||||||||||||
Expected average term (in years) | 3 | 3 | |||||||||||||||||||||
Risk free rate - average | 0.81 | % | 0.79 | % | |||||||||||||||||||
Forfeiture rate | 0 | % | 0 | % | |||||||||||||||||||
Summary of Aggregate Stock Options Granted | ' | ||||||||||||||||||||||
A summary of option activity as of September 30, 2014 and changes during the two years then ended is presented below: | |||||||||||||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate | ||||||||||||||||||||
Exercise Price | Remaining | Intrinsic | |||||||||||||||||||||
Contractual | Value | ||||||||||||||||||||||
Terms (Years) | |||||||||||||||||||||||
Outstanding at October 1, 2012 | - | $ | - | ||||||||||||||||||||
Granted | 62,318 | $ | 0.33 | ||||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||||
Forfeited or expired | - | $ | - | ||||||||||||||||||||
Outstanding at September 30, 2013 | 62,318 | $ | 0.33 | ||||||||||||||||||||
Granted | 4,015,300 | $ | 0.03 | ||||||||||||||||||||
Exercised | (10,000 | ) | $ | 0.33 | |||||||||||||||||||
Forfeited or expired | - | $ | - | ||||||||||||||||||||
Outstanding at September 30, 2014 | 4,067,618 | $ | 0.03 | 2.5 | $ | 122,029 | |||||||||||||||||
Exercisable at September 30, 2014 | 1,775,951 | $ | 0.04 | 2.5 | $ | 35,519 | |||||||||||||||||
Summary of Aggregate Non-Vested Shares | ' | ||||||||||||||||||||||
A summary of the status of the Company’s nonvested shares granted under the Company’s stock option plan as of September 30, 2014 and changes during the year then ended is presented below: | |||||||||||||||||||||||
Weighted- | |||||||||||||||||||||||
Average | |||||||||||||||||||||||
Grant Date | |||||||||||||||||||||||
Shares | Fair Value | ||||||||||||||||||||||
Nonvested at September 30, 2013 | - | $ | - | ||||||||||||||||||||
Granted | 4,015,300 | $ | 0.03 | ||||||||||||||||||||
Vested | (1,723,633 | ) | $ | 0.03 | |||||||||||||||||||
Forfeited | - | $ | - | ||||||||||||||||||||
Nonvested at September 30, 2014 | 2,291,667 | $ | 0.04 | ||||||||||||||||||||
Summary of Stock Option Outstanding | ' | ||||||||||||||||||||||
Additional information regarding options outstanding as of September 30, 2014 is as follows: | |||||||||||||||||||||||
Options Outstanding at September 30, 2014 | Options Exercisable at | ||||||||||||||||||||||
30-Sep-14 | |||||||||||||||||||||||
Range of Exercise Price | Number of | Weighted | Weighted | Number of | Weighted | ||||||||||||||||||
Options | Average | Average | Shares | Average | |||||||||||||||||||
Outstanding | Remaining | Exercise Price | Exercisable | Exercise Price | |||||||||||||||||||
Contractual | |||||||||||||||||||||||
Life (years) | |||||||||||||||||||||||
$ | 0.02 | 3,000,000 | 2.5 | $ | 0.02 | 1,375,000 | $ | 0.02 | |||||||||||||||
$ | 0.05 | 1,000,000 | 2.5 | $ | 0.05 | 333,333 | $ | 0.05 | |||||||||||||||
$ | 0.33 | 67,618 | 1.5 | $ | 0.33 | 67,618 | $ | 0.33 | |||||||||||||||
4,067,618 | 269,083 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payment Under Operating Leases | ' | ||||
The Company leases space for its lab operations in Henderson, Nevada. Amounts of minimum future annual commitments, including common area maintenance fees, under non-cancelable operating leases are as follows: | |||||
2015 | $ | 88,440 | |||
2016 | 91,978 | ||||
2017 | 95,657 | ||||
2018 | 99,483 | ||||
2019 and thereafter | 184,491 | ||||
Total | $ | 560,049 |
Income_Tax_Tables
Income Tax (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Deferred Tax Asset | ' | ||||||||
The deferred tax asset as of the year ended September 30, 2014 and 2013 consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Net operating loss carry forwards | $ | 1,433,582 | $ | 275,211 | |||||
Less valuation allowance | (1,433,582 | ) | (275,211 | ) | |||||
$ | — | $ | — | ||||||
Schedule of Tax Benefit Reconciliation Federal and State Statutory Rate | ' | ||||||||
Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% and state statutory rate of 6.9% for 2014 and 2013 is as follows: | |||||||||
2014 and 2013 | |||||||||
Income tax benefit at federal statutory rate | -34 | % | |||||||
State income tax benefit, net of effect on federal taxes | -6.9 | % | |||||||
Increase in valuation allowance | 40.9 | % | |||||||
Income tax expense | — |
Segment_Operating_Results_Tabl
Segment Operating Results (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Operating Results Tables | ' | ||||||||||||||||
Schedule of Segment Reporting | ' | ||||||||||||||||
The following table shows operating results for these two divisions for the twelve month periods ending September 30, 2014 and 2013. | |||||||||||||||||
For the years ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Cannabis | Microscopy | Cannabis | Microscopy | ||||||||||||||
Revenues | $ | 0 | $ | 485,870 | $ | 0 | $ | 567,192 | |||||||||
Cost of Sales | -0- | 297,529 | -0- | 303,954 | |||||||||||||
Gross Profit | -0- | 188,341 | -0- | 263,238 | |||||||||||||
Operating Expenses | 2,323,899 | 685,008 | -0- | 574,822 | |||||||||||||
Loss from Operations | (2,323,899 | ) | (496,667 | ) | -0- | (311,584 | ) | ||||||||||
Interest and other expense | -0- | (11,636 | ) | -0- | (18,063 | ) | |||||||||||
Net Loss | $ | (2,323,899 | ) | $ | (508,303 | ) | $ | -0- | $ | (329,647 | ) |
Basis_of_Presentation_and_Orga1
Basis of Presentation and Organization (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||
Sep. 30, 2014 | 14-May-14 | Mar. 23, 2011 | 14-May-14 | Apr. 09, 2014 | Apr. 09, 2014 | |
Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Series A Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | ||
Securities Purchase Agreement [Member] | ||||||
Issuance of preferred stock, shares | ' | 44,200,000 | 286,750 | 44,200,000 | 6,000,000 | ' |
Shares exchanges for cash to investors | $2,210,000 | ' | ' | ' | $6,000,000 | ' |
Proceeds from issuance of private placement | ' | 2,210,000 | 28,675 | 2,210,000 | ' | ' |
Proceeds from sales of perferred stock | ' | ' | ' | ' | ' | $1,000,000 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Majority ownership percentage | 100.00% | ' | ' |
Cash and cash equivalents | $5,102,620 | $35,363 | $195,571 |
Allowance for doubtful accounts | ' | ' | ' |
Software amortized over period | '3 years | ' | ' |
Asset impairement loss charges | $1,003,416 | $0 | ' |
Machinery [Member] | Minimum [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '2 years | ' | ' |
Machinery [Member] | Maximum [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
Software [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' | ' |
Trade Show Booths [Member] | Minimum [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' | ' |
Trade Show Booths [Member] | Maximum [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
Leasehold Improvements [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' | ' |
Accounts_Receivable_Details_Na
Accounts Receivable (Details Narrative) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Receivables [Abstract] | ' | ' |
Accounts receivable | $123,045 | $43,596 |
Allowance for uncollectible accounts, net | ' | ' |
Inventory_Details_Narrative
Inventory (Details Narrative) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Inventory Disclosure [Abstract] | ' | ' |
Inventory | $285,255 | $158,963 |
Inventory written off | $51,553 | $0 |
Equipment_Details_Narrative
Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation expense | $4,586 | $27,212 |
Equipment_Schedule_of_Equipmen
Equipment - Schedule of Equipment (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' |
Machinery | $35,420 | $35,420 |
Leasehold improvements | 13,589 | ' |
Software | 10,019 | ' |
Trade Show Booths | 13,359 | 13,359 |
Property, Plant & Equipment, Gross | 72,387 | 48,779 |
Less accumulated depreciation | -51,652 | -47,065 |
Total | $20,735 | $1,714 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Write-down of development costs | $1,003,416 | ' | ' |
Indefinite-Lived Intangible Assets | 208,416 | ' | ' |
Due to non related party | ' | ' | $795,000 |
Deferred_Revenue_Details_Narra
Deferred Revenue (Details Narrative) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Deferred revenue | $0 | $164,993 |
Deferred Revenue Support | 39,133 | 228,948 |
Unrecognized Softeware Support [Member] | ' | ' |
Deferred Revenue Support | $63,955 | ' |
Concentration_of_Credit_Risk_D
Concentration of Credit Risk (Details Narrative) (USD $) | Sep. 30, 2014 |
Risks and Uncertainties [Abstract] | ' |
Cash, FDIC Insured Amount | $250,000 |
Exceeded insured amounts | $4,602,620 |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 39 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||
Jan. 31, 2011 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 05, 2012 | 30-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 09, 2014 | Apr. 19, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 05, 2012 | Mar. 05, 2012 | Mar. 05, 2012 | Mar. 05, 2012 | Apr. 19, 2014 | 14-May-14 | Mar. 23, 2011 | 14-May-14 | Oct. 31, 2010 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 04, 2014 | Sep. 30, 2014 | Apr. 04, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
2012 Stock Incentive Plan [Member] | 2012 Stock Incentive Plan [Member] | Non Plan Options One [Member] | Non Plan Options Two [Member] | Non Plan Options Three [Member] | Series A Convertible Preferred Stock Purchase Agreements [Member] | Subsidiary Warrants [Member] | Issuances for Vesting Portion [Member] | Issuances for Service Providers [Member] | Issuances for Vesting Portion Two [Member] | Vesting of Prior Period Awards [Member] | Steven Barbee [Member] | Steven Barbee [Member] | Steven Barbee [Member] | Eric Stoppenhagen [Member] | Mr. Stoppenhagen's [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | President [Member] | Unrelated Party [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Common Stock One [Member] | Common Stock Two [Member] | ||||||
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||||
Vesting Date on February 14, 2013 [Member] | Vesting Date on February 14, 2014 [Member] | |||||||||||||||||||||||||||||||
Par value common stock | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized common stock | ' | 900,000,000 | ' | 900,000,000 | 900,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | 900,000,000 | ' | ' |
Common stock issued | ' | 58,756,400 | ' | 58,756,400 | 5,536,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for services | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 209,650 | ' | ' | ' | ' | ' | ' |
Shares sold in private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,200,000 | 286,750 | 44,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from issuance of common stock in private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,210,000 | $28,675 | $2,210,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of restricted stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14-Feb-13 | 14-Feb-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock, forfeited and reacquired, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recourse loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note, expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4-Mar-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares cancelled during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares approved for issuance | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | 1,055,000 |
Shares vested and issued | ' | ' | ' | -1,723,633 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' |
Shares not vested and issued | ' | 2,291,667 | ' | 2,291,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,500,000 | ' |
Stock compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67,500 | 25,000 | 92,788 | 101,188 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in association with stock option | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in exercise of stock option | ' | ' | 10,000 | -10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from stock option exercised | ' | ' | ' | 3,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock conversion, shares converted | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock conversion, shares issued | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock authorized | ' | 10,000,000 | ' | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock par value | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock shares issued | ' | 5,850,000 | ' | 5,850,000 | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock shares outstanding | ' | 5,850,000 | ' | 5,850,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Money paid by investors from subscription and advances made | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock conversion description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
All the Securities Purchase Agreements have the same terms, whereby the shares of Series A Preferred are convertible after years from the date of issue based on a conversion formula equal to the price per share ($1.00) divided by a conversion price equal to the lesser of (A) $0.02 and (B) seventy percent (70%) of the average of the three (3) lowest daily volume weighted average prices (“VWAPs”) occurring during the twenty (20) consecutive trading days immediately preceding the applicable conversion date on which the Holder elects to convert any shares of Series A Preferred Stock. | ||||||||||||||||||||||||||||||||
Stock conversion price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of issued and outstanding common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of purchase price plus all accrued but unpaid dividends | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Affirmative vote, percentage of outstanding shares of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares of common stock | ' | 100.00% | ' | 100.00% | ' | 91.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Termination of grants of awards, period | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of fair market value of common stock | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum aggregate number of Shares which may be issued pursuant to awards granted | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of non option shares issued during period | ' | ' | ' | ' | ' | ' | ' | 15,300 | 3,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non option exercise price per share | ' | ' | $0.33 | $0.33 | ' | ' | ' | $0.33 | $0.02 | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option plan expense | ' | ' | ' | ' | ' | ' | ' | 10,377 | 22,502 | 31,794 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option vested period | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted option exercise price | ' | ' | ' | $0.03 | $0.33 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | $0.33 | ' | ' | ' |
Aggregate intrinsic values | ' | 122,029 | ' | 122,029 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable exercise price | ' | 35,519 | ' | 35,519 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants to purchase of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock at exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value exceeds assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Paid to consultent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of voting power of outstanding securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of voting approved by stockholder's description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
stockholders was approved by a vote of at least 66 2/3 % of the members. | ||||||||||||||||||||||||||||||||
Percentage of combained voting power | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $343,533 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Schedule_o
Stockholders' Equity - Schedule of Option Pricing Model (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Equity [Abstract] | ' | ' |
Expected volatility | 103.82% | 68.16% |
Expected dividends | ' | ' |
Expected average term (in years) | '3 years | '3 years |
Risk free rate - average | 0.81% | 0.79% |
Forfeiture rate | 0.00% | 0.00% |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Aggregate Stock Options Granted (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Equity [Abstract] | ' | ' | ' |
Shares Outstanding, Beginning balance | ' | 62,318 | ' |
Shares, Granted | ' | 4,015,300 | 62,318 |
Shares, Exercised | 10,000 | -10,000 | ' |
Shares, Forfeited Or Expired | ' | ' | ' |
Shares Outstanding, Ending balance | ' | 4,067,618 | 62,318 |
Shares Exercisable | ' | 1,775,951 | ' |
Weighted Average Exercise Price, Outstanding, Beginning | ' | $0.33 | ' |
Weighted Average Exercise Price, Granted | ' | $0.03 | $0.33 |
Weighted Average Exercise Price, Exercised | $0.33 | $0.33 | ' |
Weighted Average Exercise Price, Forfeited Or Expired | ' | ' | ' |
Weighted Average Exercise Price, Outstanding, Ending | ' | $0.03 | $0.33 |
Weighted Average Exercise Price, Exercisable | ' | $0.04 | ' |
Weighted Average Remaining Contractual Terms (Years), Outstanding | ' | '2 years 6 months | ' |
Weighted Average Remaining Contractual Terms (Years), Exercisable | ' | '2 years 6 months | ' |
Aggregate Intrinsic Value, Share Outstanding | ' | $122,029 | ' |
Aggregate Intrinsic Value, Share Exercisable | ' | $35,519 | ' |
Stockholders_Equity_Summary_of1
Stockholders' Equity - Summary of Aggregate Non-Vested Shares (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Equity [Abstract] | ' | ' |
Nonvested, Shares Outstanding, Beginning | ' | ' |
Nonvested, Shares Granted | 4,015,300 | 62,318 |
Nonvested, Shares Vested | -1,723,633 | ' |
Nonvested, Shares Forfeited | ' | ' |
Nonvested, Shares Outstanding, Ending | 2,291,667 | ' |
Weighted Average Grant Date Fair Value, Nonvested Shares Outstanding, Beginning balance | ' | ' |
Weighted Average Grant Date Fair Value, Nonvested Shares Granted | $0.03 | ' |
Weighted Average Grant Date Fair Value, Nonvested Shares Vested | $0.03 | ' |
Weighted Average Grant Date Fair Value, Nonvested Shares Forfeited | ' | ' |
Weighted Average Grant Date Fair Value, Nonvested Shares Outstanding, Ending balance | $0.04 | ' |
Stockholders_Equity_Summary_of2
Stockholders' Equity - Summary of Stock Option Outstanding (Details) (USD $) | 12 Months Ended |
Sep. 30, 2014 | |
Number of Shares Outstanding | 4,067,618 |
Weighted Average Remaining Contractual Life (years) | '2 years 6 months |
Number of Shares Exercisable | 269,083 |
Range Of Exercise Price One [Member] | ' |
Range of Exercise Price | 0.02 |
Number of Shares Outstanding | 3,000,000 |
Weighted Average Remaining Contractual Life (years) | '2 years 6 months |
Weighted Average Exercise Price | 0.02 |
Number of Shares Exercisable | 1,375,000 |
Weighted Average Exercise Price | 0.02 |
Range Of Exercise Price Two [Member] | ' |
Range of Exercise Price | 0.05 |
Number of Shares Outstanding | 1,000,000 |
Weighted Average Remaining Contractual Life (years) | '2 years 6 months |
Weighted Average Exercise Price | 0.05 |
Number of Shares Exercisable | 333,333 |
Weighted Average Exercise Price | 0.05 |
Range Of Exercise Price Three [Member] | ' |
Range of Exercise Price | 0.33 |
Number of Shares Outstanding | 67,618 |
Weighted Average Remaining Contractual Life (years) | '1 year 6 months |
Weighted Average Exercise Price | 0.33 |
Number of Shares Exercisable | 67,618 |
Weighted Average Exercise Price | 0.33 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended |
Sep. 30, 2014 | |
Operating lease rent | $6,004 |
Accounting Office [Member] | ' |
Operating lease rent | 950 |
Research Office [Member] | ' |
Operating lease rent | 600 |
Satelite Office Storage Space [Member] | ' |
Operating lease rent | 350 |
Development Office [Member] | ' |
Operating lease rent | 2,127 |
Potential Lab Space [Member] | ' |
Operating lease rent | $1,977 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rental Payment Under Operating Leases (Details) (USD $) | Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
2015 | $88,440 |
2016 | 91,978 |
2017 | 95,657 |
2018 | 99,483 |
2019 and thereafter | 184,491 |
Total | $560,049 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (Series A Convertible Preferred Stock [Member]) | 0 Months Ended |
Apr. 09, 2014 | |
Eric Stoppenhagen [Member] | ' |
Stock issued for debt | 71,864 |
Eric Stoppenhagen [Member] | January 15, 2014 [Member] | ' |
Stock issued for debt | 27,788 |
Stock issued during period, shares settlement | 99,652 |
Verdad Telecom, Inc [Member] | ' |
Stock issued for debt | 253,649 |
Percentage of issued and outstanding stock | 100.00% |
Verdad Telecom, Inc [Member] | December 31, 2014 [Member] | ' |
Stock issued for debt | 46,699 |
Stock issued during period, shares settlement | 300,348 |
Income_Tax_Details_Narrative
Income Tax (Details Narrative) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carry forwards | $3,515,089 | $682,887 |
Operating loss expiration year | '2031 | ' |
Income tax reconciliation federal statutory rate | 34.00% | 34.00% |
Income tax reconciliation state statutory rate | 6.90% | 6.90% |
Income_Tax_Schedule_of_Deferre
Income Tax - Schedule of Deferred Tax Asset (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carry forwards | $1,433,582 | $275,211 |
Less valuation allowance | -1,433,582 | -275,211 |
Deferred tax asset net | $0 | $0 |
Income_Tax_Schedule_of_Tax_Ben
Income Tax - Schedule of Tax Benefit Reconciliation Federal and State Statutory Rate (Details) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Income tax benefit at federal statutory rate | -34.00% | -34.00% |
State income tax benefit, net of effect on federal taxes | -6.90% | -6.90% |
Increase in valuation allowance | 40.90% | 40.90% |
Income tax expense | ' | ' |
Segment_Operating_Results_Sche
Segment Operating Results - Schedule of Segment Reporting (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues | $485,870 | $567,192 |
Cost of Sales | 297,529 | 303,954 |
Gross Profit | 188,341 | 263,238 |
Loss from Operations | -2,820,566 | -311,584 |
NET LOSS | -2,832,202 | -329,647 |
Cannabis [Member] | ' | ' |
Revenues | 0 | 0 |
Cost of Sales | 0 | 0 |
Gross Profit | 0 | 0 |
Operating Expenses | 2,323,899 | 0 |
Loss from Operations | -2,323,899 | 0 |
Interest and other expense | 0 | 0 |
NET LOSS | -2,323,899 | 0 |
Microscopy [Member] | ' | ' |
Revenues | 485,870 | 567,192 |
Cost of Sales | 297,529 | 303,954 |
Gross Profit | 188,341 | 263,238 |
Operating Expenses | 685,008 | 574,822 |
Loss from Operations | -496,667 | -311,584 |
Interest and other expense | -11,636 | -18,063 |
NET LOSS | ($508,303) | ($329,647) |