Hypha Labs (FUNI) 10-Q 27 Jan 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Dec. 31, 2014	Jan. 22, 2015
Document And Entity Information
Entity Registrant Name	DigiPath,Inc.
Entity Central Index Key	1502966
Document Type	10-Q
Document Period End Date	31-Dec-14
Amendment Flag	FALSE
Current Fiscal Year End Date	-21
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		90,472,705
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Dec. 31, 2014	Sep. 30, 2014
CURRENT ASSETS
Cash	$3,660,316	$5,102,620
Accounts receivable	127,321	123,045
Inventory	205,392	285,255
Deposits and deferred expenses	87,707	117,805
TOTAL CURRENT ASSETS	4,080,736	5,628,725
Equipment, net	18,124	20,735
Deposits on lab equipment purchases	763,925
Intellectual property		28,336
TOTAL ASSETS	4,862,785	5,677,796
CURRENT LIABILITIES:
Accounts payable and accrued expenses	162,659	151,764
Deferred revenue	57,783	39,133
TOTAL CURRENT LIABILITIES	220,442	190,897
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 5,402,500 and 5,850,000 shares issued and outstanding at December 31, 2014 and September 30, 2014, respectively	5,402	5,850
Common stock, $0.001 par value, 900,000,000 shares authorized, 82,760,205 and 58,756,400 shares issued and outstanding at December 31, 2014 and September 30, 2014, respectively	82,760	58,756
Additional paid in capital	10,112,405	9,280,915
Accumulated deficit	-5,215,691	-3,515,089
TOTAL DIGIPATH, INC. STOCKHOLDERS' EQUITY	4,985,876	5,830,432
Non-controlling interest in subsidiary	-343,533	-343,533
Total Stockholders' Equity	4,642,343	5,486,899
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$4,862,785	$5,677,796

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Sep. 30, 2014
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	5,402,500	5,850,000
Preferred stock, shares outstanding	5,402,500	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	82,760,205	58,756,400
Common stock, shares outstanding	82,760,205	58,756,400

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Statement [Abstract]
REVENUES	$173,758	$54,942
COST OF SALES	119,868	31,272
GROSS PROFIT	53,890	23,670
OPERATING EXPENSES:
General and administrative expenses	1,752,651	49,926
LOSS FROM OPERATIONS	-1,698,761	-26,256
Interest and other expense	-841	-6,307
LOSS BEFORE PROVISION FOR INCOME TAXES	-1,699,602	-32,563
Provision for income taxes
NET LOSS	($1,699,602)	($32,563)
NET LOSS PER SHARE OF COMMON STOCK - Basic and diluted	($0.03)	($0.01)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted	52,608,318	5,536,400

Condensed_Consolidated_Stateme1

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
OPERATING ACTIVITIES:
Net loss	($1,699,602)	($32,563)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation expense	2,610	-1,001
Stock based compensation - warrants
Stock based compensation	845,540
Write-down of development costs	28,336
Changes in operating assets and liabilities:
Accounts receivable	-4,276	-13,836
Inventory	79,863	3,548
Deposits & prepaid expenses	30,098	14,500
Accounts payable and accrued expenses	10,895	-13,666
Deferred revenue	18,650	-19,042
Due to related party		23,133
Accrued interest payable		6,297
Net cash used in operating activities	-687,886	-32,630
INVESTING ACTIVITIES:
Deposits on lab equipment purchases	-763,924
Net cash used in investing activities	-763,924
FINANCING ACTIVITIES:
Proceeds from options exercised	9,506
Net cash provided by financing activities	9,506
Net decrease in cash	-1,442,304	-32,630
Cash at beginning of period	5,102,620	35,363
Cash at end of period	3,660,316	2,733
Supplemental disclosure of non-cash investing and financing transactions:
Common stock issued to employees for services	733,457
Common stock issued in separation agreement, net	112,083
Supplemental disclosure of cash flow information:
Cash paid for interest	916	6,307
Cash paid for income tax

Basis_of_Presentation_and_Orga

Basis of Presentation and Organization	3 Months Ended
	Dec. 31, 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 states in which cannabis use is legal.
		●	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 accredited investors pursuant to which the Company issued 6,000,000 shares, in the aggregate, of Series A Convertible Preferred Stock (“Series A Preferred”) in exchange for $6,000,000, in the aggregate, which consisted of cash paid by investors and the cancellation of indebtedness of the Company under advances previously made to the Company by such investors (each agreement, a “Securities Purchase Agreement” and collectively, the “Securities Purchase Agreements”). The Company invested $1,250,000 of the gross proceeds received from the sale of Series A Preferred into its DigiPath, Corp. subsidiary for general working capital purposes in its existing digital pathology business. The remaining gross proceeds are being used to fund the Company’s cannabis-related lines of business. 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.
	On May 14, 2014, the Company completed a private placement offering to 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 gross proceeds are being used to fund the Company’s cannabis-related lines of business. 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.
	Basis of Presentation –
	The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	3 Months Ended
	Dec. 31, 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 majority-owned subsidiaries, DigiPath Labs, Inc., TNM News Corp., 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 GAAP 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 December 31, 2014, there were no increases or decreases in unrecognized tax benefits as a result of tax positions taken during the 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 December 31, 2014, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of December 31, 2014, the Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.
	The Company has elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the period from October 5, 2010 through December 31, 2014, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of December 31, 2014, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued.
	Cash and cash equivalents –
	Cash and cash equivalents includes all highly liquid instruments with an original maturity of three months or less as of December 31, 2014. The Company had no cash equivalents as of December 31, 2014 and September 30, 2014.
	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 the 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 December 31, 2014.
	Accounts Receivable
	Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has no allowance for doubtful accounts as of December 31, 2014 and September 30, 2014.
	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, or 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.
	Our intellectual property is comprised of indefinite-lived brand names 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.
	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. Due to the Company’s losses in the periods presented, the Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for such periods.
	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	3 Months Ended
	Dec. 31, 2014
Receivables [Abstract]
Accounts Receivable	NOTE 3 – ACCOUNTS RECEIVABLE
	Accounts receivable at December 31, 2014 and September 30, 2014 are $127,321 and $123,045, respectively. There is no allowance for uncollectible accounts at December 31, 2014 and September 30, 2014.

Inventory

Inventory	3 Months Ended
	Dec. 31, 2014
Inventory Disclosure [Abstract]
Inventory	NOTE 4 – INVENTORY
	Inventory at December 31, 2014 and September 30, 2014 is 205,392 and $285,255, respectively. There is no allowance for inventory obsolescence. A total of $0 and $51,553 was written off due to obsolescence and included in the consolidated statements of operations during the three months ended December 31, 2014 and the year ended September 30, 2014, respectively.

Equipment

Equipment	3 Months Ended
	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Equipment	NOTE 5 – EQUIPMENT
	Equipment comprises of the following at December 31, 2014 and September 30, 2014.
		31-Dec-14			30-Sep-14
		(Unaudited)
	Machinery	$	35,420		$	35,420
	Leasehold improvements		13,588			13,589
	Software		10,019			10,019
	Trade Show Booths		13,359			13,359
			72,386			72,387
	Less accumulated depreciation		(54,262	)		(51,652	)
	Total	$	18,124		$	20,735
	For the three months ending December 31, 2014 and 2013, depreciation expense was $2,610 and $(1,001), respectively.

Intangible_Assets

Intangible Assets	3 Months Ended
	Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	NOTE 6 – INTANGIBLE ASSETS
	For the year ended September 30, 2014, the Company determined that the carrying value of its intangible assets, which consisted of capitalized development costs, were impaired. As a result, $1,003,416 of intangible assets was written off due to the uncertainty that these assets would generate sufficient revenues to support their valuation For the three months ended December 31, 2014, the Company determined that its intellectual property assets were impaired. As a result, $28,336 of intellectual property assets were written off. As of December 31, 2014, there are no capitalized costs for intangible assets on the Company’s balance sheet.

Deferred_Revenue

Deferred Revenue	3 Months Ended
	Dec. 31, 2014
Revenue Recognition [Abstract]
Deferred Revenue	NOTE 7 – DEFERRED REVENUE
	Deferred revenue at December 31, 2014 and September 30, 2014 consisted of $18,750 and $0 for products not yet delivered and $39,033 and $39,133 for unrecognized software support, respectively.

Concentration_of_Credit_Risk

Concentration of Credit Risk	3 Months Ended
	Dec. 31, 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 December 31, 2014, our deposits exceeded insured amounts by $2,910,316. 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	3 Months Ended
	Dec. 31, 2014
Equity [Abstract]
Stockholders' Equity	NOTE 9 – STOCKHOLDERS’ EQUITY
	Common Stock - Common stock consists of $0.001 par value, 900,000,000 shares authorized, of which 82,760,205 shares were issued and outstanding as of December 31, 2014.
	For the year ended September 30, 2014, the Company approved the issuance of 15,000,000 million shares of the Company’s common stock to service providers. Of these shares, 1.5 million shares vested and have been issued, and 13.5 million shares have not been issued. The Company recorded a stock compensation expense of $92,500 associated with the issuance and vesting of these shares during the year ended September 30, 2014. During the year ended September 30, 2014, the Company issued 10,000 shares of common stock upon the exercise of 10,000 options with an exercise price of $0.33 per share and received $3,300 in cash.
	During the year ended September 30, 2014, a total of 150,000 shares of Series A Preferred were converted into 7,500,000 shares of common stock.
	During the quarter ended December 31, 2014, the Company issued 28,805 shares associated with the exercise of options with an exercise price of $0.33 per share and received $9,506 in cash. During the same period, the Company approved the issuance of 1,600,000 shares of the Company’s common stock and recognized $114,083 of compensation expense associated with the issuance and vesting of these shares, and additional compensation expense of $68,333 for the vesting of prior period awards.
	During the quarter ended December 31, 2014, a total of 447,500 shares of Series A Preferred were converted into 22,375,000 shares of common stock.
	During the quarter ended December 31, 2014, the Company cancelled 12,195,890 non-plan options and issued 11,100,000 plan options and 5,000,000 warrants with exercise prices ranging from $0.03 to $0.085 per share, vesting immediately. The Company recorded the replacement of the stock options award as a modification of the terms of the cancelled awards, with the total compensation cost measured at the date of cancellation and replacement as being the sum of the portion of the grant-date fair value of the original award for which the requisite compensation expense had already been recognized at that date plus the incremental cost resulting from the cancellation and replacement. The Company recorded a net total of $845,540 stock option compensation expense related to these issuances and cancellations.
	Preferred Stock - The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share, of which 6,000,000 have been designated as Series A Convertible Preferred Stock. As of December 31, 2014, there are 5,402,500 shares of Series A Preferred issued and outstanding.
	On April 9, 2014, the Company entered into the Securities Purchase Agreements with accredited investors pursuant to which the Company issued an aggregates of 6,000,000 shares of Series A Preferred in exchange for $6,000,000, which consisted of cash paid by investors and the cancellation of indebtedness of the Company under advances previously made to the Company by such investors. Shares of Series A Preferred are currently convertible into common stock 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. 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 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.
	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 into which such Series A Preferred may then be converted, subject to the 4.99% 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 per share of Series A Preferred 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 the holders of a majority 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 into which such Series A Preferred may then be converted, subject to the 4.99% 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.
		●	Pursuant to the Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion.
	Stock Incentive Plan
	On March 5, 2012, we adopted our 2012 Stock Incentive Plan (the “2012 Plan”) providing for the issuance of up to 5,000,000 shares of common stock pursuant to the grant of options or other awards, including stock grants, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. On May 20, 2014, the 2012 Plan was amended to increase the number of shares of Common Stock which may be issued pursuant to awards granted under the plan to 30,000,000. Options granted under the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant.
	During the quarter ended December 31, 2014, the Company cancelled 12,195,890 non-plan options and issued 11,100,000 plan options and 5,000,000 warrants with exercise prices ranging from $0.03 to $0.085 per share, vesting immediately. The Company recorded the replacement of the stock options award as a modification of the terms of the cancelled awards, with the total compensation cost measured at the date of cancellation and replacement as being the sum of the portion of the grant-date fair value of the original award for which the requisite compensation expense had already been recognized at that date plus the incremental cost resulting from the cancellation and replacement. The Company recorded a net total of $845,540 stock option compensation expense related to these issuances and cancellations.
	The weighted-average grant date fair value of options granted during the three month periods ended December 31, 2014 and 2013 was $0.04 and $0, 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.
			Three months ended
			December 31,
			2014				2013
	Volatility			256	%			—
	Expected dividends			—				—
	Expected average term (in years)			3				—
	Risk free rate - average			1.64	%			—
	Forfeiture rate			0	%			—
	A summary of option activity as of December 31, 2014 and changes during the two years then ended is presented below:
			Shares				Weighted-				Weighted-				Aggregate
							Average				Average Remaining				Intrinsic
							Exercise				Contractual				Value
							Price				Terms
											(Years)
	Outstanding at January 1, 2013			-			$	-
	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
	Granted			11,100,000			$	0.04
	Exercised			(28,805	)		$	0.33
	Forfeited or expired			(4,000,000	)		$	0.03
	Exercisable at December 31, 2014			11,138,813			$	0.04				3			$	0
	As of December 31, 2014, the aggregate intrinsic value equaled the difference between the market price and the exercise price of the Company’s stock, which was $0.04 as of December 31, 2014.
	A summary of the status of the Company’s nonvested shares granted under the Company’s stock option plan as of December 31, 2014 is presented below:
							Weighted-
							Average
							Grant Date
			Shares				Fair Value
	Nonvested at September 30, 2014			2,291,667			$	0.04
	Granted			11,100,000			$	0.04
	Vested			(9,391,667	)		$	0.03
	Forfeited			(4,000,000	)		$	-0-
	Nonvested at December 31, 2014			-0-			$	0.04
	Additional information regarding options outstanding as of December 31, 2014 is as follows:
					Options Outstanding at												Options Exercisable at
					31-Dec-14												31-Dec-14
	Range of				Number of				Weighted				Weighted				Number of		Weighted
	Exercise Price				Options				Average				Average				Shares		Average
					Outstanding				Remaining				Exercise				Exercisable		Exercise
					Contractual				Price								Price
					Life (years)
$	0.04				11,100,000				3			$	0.04				11,100,000	$	0.04
$	0.33				38,813				1.5			$	0.33				38,813	$	0.33
					11,138,813												11,138,813
Non-Plan Options
During the three month period ended December 31, 2014, the Company issued options outside of the 2012 Plan to purchase 1,000,000 shares of common stock with an exercise price of $0.085, vesting quarterly over a period of one year, resulting in compensation expense of $82,826. These were cancelled and re-issued as plan options in the reporting period.
In addition to options granted under the 2012 Plan, at December 31, 2014, the Company had outstanding options to purchase 2,000,000 shares of common stock. During the three month period ended December 31, 2014, holders of non-plan options to purchase 2,000,000 shares of common stock surrendered such options to the Company for cancellation.
Company Warrants
During the three months ended December 31, 2014, the Company issued warrants to purchase 5,000,000 shares of common stock at a weighted average exercise price of $0.036 per share to a service provider and former employee following the return for cancellation of prior stock grants and options totaling 5,000,000 shares.  Outstanding warrants issued by the Company as of December 31, 2014, totaled 6,500,000 shares of common stock with a weighted average exercise price of $0.04 per share.
Subsidiary Warrants
On April 19, 2014, DigiPath, Corp., a subsidiary of DigiPath, Inc. which is dedicated to digital microscopy, granted five-year Common Stock Purchase Warrants to Steven Barbee and Eric Stoppenhagen (the “Consultants”) to purchase an aggregate of 6,000,000 shares of common stock of DigiPath, Corp. at an exercise price of $0.10 per share. The Company recorded a total of $343,533 of expense associated with the issuance of these warrants and recorded a non-controlling interest as a reduction to total stockholder’s equity on the Company’s balance sheet because the warrants were issued by the Company’s subsidiary.

Commitments_and_Contingencies

Commitments and Contingencies	3 Months Ended
	Dec. 31, 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	$	70,440
	2016		91,978
	2017		95,657
	2018		99,483
	2019 and thereafter		184,491
	Total	$	542,049
	In addition to these commitments, the Company pays monthly rent in the aggregate amount of $6,004 for an accounting office, research office, satellite office storage space, development office, and potential lab space, each of which are rented on a month-to-month basis.
	Insurance commitment
	In the normal course of business, the Company entered into a finance arrangement for its Directors and Officers insurance. As of December 31, 2014, the Company had accounts payable of $16,062 included on its balance sheet related to this arrangement. The Company elected to pay the entire balance in full in January 2015.
	Lab equipment and buildout commitment
	As of December 31, 2014, the Company had cancellable commitments of $428,852 for equipment purchases and lab construction which were not accrued for on its balance sheet.

Income_Tax

Income Tax	3 Months Ended
	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Income Tax	NOTE 11 – INCOME TAX
	At December 31, 2014, the Company maintained a valuation allowance against its deferred tax assets. The Company determined this valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to the Company’s ability to generate sufficient profits from its new business model.
	During the three months ended December 31, 2014, the Company did not recognize any income tax benefit associated with its net loss due to the establishment of a valuation allowance against deferred tax assets generated during the period.

Segment_Operating_Results

Segment Operating Results	3 Months Ended
	Dec. 31, 2014
Segment Reporting [Abstract]
Segment Operating Results	NOTE 12 – 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 three month periods ending December 31, 2014 and 2013.
		For the three months ended December 31,
		2014						2013
		Cannabis			Microscopy			Cannabis		Microscopy
	Revenues	$	2,250		$	171,508		$	-0-	$	54,942
	Cost of Sales		-0-			119,868			-0-		31,272
	Gross Profit		2,250			51,640			-0-		23,670
	Operating Expenses
	SG&A		587,829			194,282			-0-		49,926
	Non-cash stock compensation expense		733,457			-0-			-0-		-0-
	Separation agreement		237,083			-0-			-0-		-0-
	Total operating expenses		1,558,369			194,282			-0-		49,926
	Loss from Operations		(1,556,119	)		(142,461	)		-0-		(26,256	)
	Interest and other expense		(916	)		75			-0-		(6,307	)
	Net Loss	$	(1,557,035	)	$	(142,567	)	$	-0-	$	(32,563	)

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Dec. 31, 2014
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation
	Our consolidated financial statements include the accounts of DigiPath, Inc., and its majority-owned subsidiaries, DigiPath Labs, Inc., TNM News Corp., 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 GAAP 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 December 31, 2014, there were no increases or decreases in unrecognized tax benefits as a result of tax positions taken during the 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 December 31, 2014, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of December 31, 2014, the Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.
	The Company has elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the period from October 5, 2010 through December 31, 2014, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of December 31, 2014, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued.
Cash and Cash Equivalents	Cash and cash equivalents –
	Cash and cash equivalents includes all highly liquid instruments with an original maturity of three months or less as of December 31, 2014. The Company had no cash equivalents as of December 31, 2014 and September 30, 2014.
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 the 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 December 31, 2014.
Accounts Receivable	Accounts Receivable
	Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has no allowance for doubtful accounts as of December 31, 2014 and September 30, 2014.
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, or 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.
	Our intellectual property is comprised of indefinite-lived brand names 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.
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. Due to the Company’s losses in the periods presented, the Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for such periods.
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)	3 Months Ended
	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Schedule of Equipment	Equipment comprises of the following at December 31, 2014 and September 30, 2014.
		31-Dec-14			30-Sep-14
		(Unaudited)
	Machinery	$	35,420		$	35,420
	Leasehold improvements		13,588			13,589
	Software		10,019			10,019
	Trade Show Booths		13,359			13,359
			72,386			72,387
	Less accumulated depreciation		(54,262	)		(51,652	)
	Total	$	18,124		$	20,735

Stockholders_Equity_Tables

Stockholders' Equity (Tables)	3 Months Ended
	Dec. 31, 2014
Equity [Abstract]
Schedule of Option Pricing Model			Three months ended
			December 31,
			2014				2013
	Volatility			256	%			—
	Expected dividends			—				—
	Expected average term (in years)			3				—
	Risk free rate - average			1.64	%			—
	Forfeiture rate			0	%			—
Summary of Aggregate Stock Options Granted	A summary of option activity as of December 31, 2014 and changes during the two years then ended is presented below:
			Shares				Weighted-				Weighted-				Aggregate
							Average				Average Remaining				Intrinsic
							Exercise				Contractual				Value
							Price				Terms
											(Years)
	Outstanding at January 1, 2013			-			$	-
	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
	Granted			11,100,000			$	0.04
	Exercised			(28,805	)		$	0.33
	Forfeited or expired			(4,000,000	)		$	0.03
	Exercisable at December 31, 2014			11,138,813			$	0.04				3			$	0
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 December 31, 2014 is presented below:
							Weighted-
							Average
							Grant Date
			Shares				Fair Value
	Nonvested at September 30, 2014			2,291,667			$	0.04
	Granted			11,100,000			$	0.04
	Vested			(9,391,667	)		$	0.03
	Forfeited			(4,000,000	)		$	-0-
	Nonvested at December 31, 2014			-0-			$	0.04
Summary of Stock Option Outstanding	Additional information regarding options outstanding as of December 31, 2014 is as follows:
					Options Outstanding at												Options Exercisable at
					31-Dec-14												31-Dec-14
	Range of				Number of				Weighted				Weighted				Number of		Weighted
	Exercise Price				Options				Average				Average				Shares		Average
					Outstanding				Remaining				Exercise				Exercisable		Exercise
									Contractual				Price						Price
									Life (years)
	$	0.04				11,100,000				3			$	0.04				11,100,000	$	0.04
	$	0.33				38,813				1.5			$	0.33				38,813	$	0.33
						11,138,813												11,138,813

Commitments_and_Contingencies_

Commitments and Contingencies (Tables)	3 Months Ended
	Dec. 31, 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	$	70,440
	2016		91,978
	2017		95,657
	2018		99,483
	2019 and thereafter		184,491
	Total	$	542,049

Segment_Operating_Results_Tabl

Segment Operating Results (Tables)	3 Months Ended
	Dec. 31, 2014
Segment Operating Results Tables
Schedule of Segment Reporting	The following table shows operating results for these two divisions for the three month periods ending December 31, 2014 and 2013.
		For the three months ended December 31,
		2014						2013
		Cannabis			Microscopy			Cannabis		Microscopy
	Revenues	$	2,250		$	171,508		$	-0-	$	54,942
	Cost of Sales		-0-			119,868			-0-		31,272
	Gross Profit		2,250			51,640			-0-		23,670
	Operating Expenses
	SG&A		587,829			194,282			-0-		49,926
	Non-cash stock compensation expense		733,457			-0-			-0-		-0-
	Separation agreement		237,083			-0-			-0-		-0-
	Total operating expenses		1,558,369			194,282			-0-		49,926
	Loss from Operations		(1,556,119	)		(142,461	)		-0-		(26,256	)
	Interest and other expense		(916	)		75			-0-		(6,307	)
	Net Loss	$	(1,557,035	)	$	(142,567	)	$	-0-	$	(32,563	)

Basis_of_Presentation_and_Orga1

Basis of Presentation and Organization (Details Narrative) (USD $)	1 Months Ended	0 Months Ended
	14-May-14	Apr. 09, 2014
Private Placement [Member]
Issuance of preferred stock, shares	44,200,000
Proceeds from issuance of private placement	$2,210,000
Series A Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member]
Issuance of preferred stock, shares		6,000,000
Shares exchanges for cash to investors		6,000,000
Proceeds from sales of preferred stock		$1,250,000

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Details Narrative) (USD $)	3 Months Ended
	Dec. 31, 2014	Sep. 30, 2014
Cash equivalents
Allowance for doubtful accounts
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
Software amortized over period	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 $)	Dec. 31, 2014	Sep. 30, 2014
Receivables [Abstract]
Accounts receivable	$127,321	$123,045
Allowance for uncollectible accounts, net

Inventory_Details_Narrative

Inventory (Details Narrative) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014
Inventory Disclosure [Abstract]
Inventory	$205,392	$285,255
Inventory written off	$0	$51,553

Equipment_Details_Narrative

Equipment (Details Narrative) (USD $)	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Abstract]
Depreciation expense	$2,610	($1,001)

Equipment_Schedule_of_Equipmen

Equipment - Schedule of Equipment (Details) (USD $)	Dec. 31, 2014	Sep. 30, 2014
Property, Plant and Equipment [Abstract]
Machinery	$35,420	$35,420
Leasehold improvements	13,588	13,589
Software	10,019	10,019
Trade Show Booths	13,359	13,359
Property, Plant & Equipment, Gross	72,386	72,387
Less accumulated depreciation	-54,262	-51,652
Total	$18,124	$20,735

Intangible_Assets_Details_Narr

Intangible Assets (Details Narrative) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets written off		$1,003,416
Intellectual property assets written off	28,336
Capitalized costs for intangible assets

Deferred_Revenue_Details_Narra

Deferred Revenue (Details Narrative) (USD $)	Dec. 31, 2014	Sep. 30, 2014
Deferred revenue	$18,750	$0
Deferred Revenue Support	57,783	39,133
Unrecognized Software Support [Member]
Deferred Revenue Support	$39,033	$39,133

Concentration_of_Credit_Risk_D

Concentration of Credit Risk (Details Narrative) (USD $)	Dec. 31, 2014	Sep. 30, 2014
Risks and Uncertainties [Abstract]
Cash, FDIC Insured Amount		$250,000
Exceeded insured amounts	$2,910,316

Stockholders_Equity_Details_Na

Stockholders' Equity (Details Narrative) (USD $)	3 Months Ended		9 Months Ended	12 Months Ended	0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Sep. 30, 2014	Apr. 19, 2014	Apr. 09, 2014	Dec. 31, 2012	20-May-14	Mar. 05, 2012
Common stock, par value	$0.00			$0.00
Common stock, shares authorized	900,000,000			900,000,000
Common stock, shares issued	82,760,205			58,756,400
Common Stock, shares outstanding	82,760,205			58,756,400
Shares vested and issued	-9,391,667
Shares vested and not issued	0			2,291,667
Shares issued in exercise of stock option	-28,805			-10,000
Stock option exercise price per share	$0.33			$0.33
Proceeds from stock option exercised	$9,506
Stock conversion, shares converted	447,500			150,000
Stock conversion, shares issued	22,375,000			7,500,000
Stock option compensation expense	845,540
Preferred stock, shares authorized	10,000,000			10,000,000
Preferred stock, par value	$0.00			$0.00
Preferred stock, shares issued	5,402,500			5,850,000
Preferred stock, shares outstanding	5,402,500			5,850,000
Granted option exercise price	$0.04	$0	$0.33	$0.03
Common stock at exercise price	$0.04
Non option exercise price per share	$0.04			$0.04
Weighted average exercise price			$0.33	$0.03
2012 Stock Incentive Plan [Member]
Maximum aggregate number of Shares which may be issued pursuant to awards granted								30,000,000	5,000,000
Warrant [Member]
Debt instruments cancelled during the period	5,000,000
Warrant [Member] | Steven Barbee and Eric Stoppenhagen [Member]
Common stock at exercise price					$0.10
Issuance of warrants to purchase of common stock					6,000,000
Share-based compensation other than options granted term					5 years
Warrant [Member] | Minimum [Member]
Warrants exercise price per share	$0.03
Warrant [Member] | Maximum [Member]
Warrants exercise price per share	$0.09
Series A Convertible Preferred Stock [Member]
Preferred stock, shares designated	6,000,000
Series A Preferred Stock [Member]
Preferred stock, shares issued	5,402,500
Preferred stock, shares outstanding	5,402,500
Series A Convertible Preferred Stock Purchase Agreements [Member]
Stock conversion, shares issued						300,000,000
Preferred stock, shares issued						6,000,000
Money paid by investors from subscription and advances made						6,000,000
Stock conversion description						Shares of Series A Preferred are currently convertible into common stock 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%
Company Warrants [Member]
Common stock at exercise price	$0.04
Issuance of warrants to purchase of common stock	5,000,000
Warrants outstanding	6,500,000
Weighted average exercise price	$0.04
Subsidiary Warrants [Member]
Warrants expenses					343,533
Non-Plan Options [Member]
Debt instruments cancelled during the period	12,195,890
Plan Options [Member]
Debt instruments cancelled during the period	11,100,000
Options [Member] | Company Warrants [Member]
Issuance of options to purchase common stock	5,000,000
Issuances for Vesting Portion Two [Member]
Stock compensation expense	114,083
Vesting of Prior Period Awards [Member]
Stock compensation expense	68,333
Stock Incentive Plan [Member]
Stock option compensation expense	845,000
Stock Incentive Plan [Member] | Warrant One [Member]
Debt instruments cancelled during the period	5,000,000
Stock Incentive Plan [Member] | Warrant One [Member] | Minimum [Member]
Warrants exercise price per share	$0.03
Stock Incentive Plan [Member] | Warrant One [Member] | Maximum [Member]
Warrants exercise price per share	$0.09
Stock Incentive Plan [Member] | Non-Plan Options [Member]
Debt instruments cancelled during the period	12,195,890
Stock Incentive Plan [Member] | Plan Options [Member]
Debt instruments cancelled during the period	11,100,000
Non-Plan Options One [Member]
Stock option compensation expense	82,826
Number of non option shares issued during period	1,000,000
Non option exercise price per share	$0.09
Option vested period	1 year
Non-Plan Options Two [Member]
Debt instruments cancelled during the period	2,000,000
Number of non option shares issued during period	2,000,000
Common Stock One [Member]
Issuance of common stock shares for services				15,000,000
Shares vested and issued				1,500,000
Shares vested and not issued				13,500,000
Stock compensation expense				92,500
Shares issued in exercise of stock option	28,805			10,000
Stock option exercise price per share	$0.33			$0.33
Proceeds from stock option exercised	$9,506			$3,300
Issuance of common stock, shares	1,600,000

Stockholders_Equity_Schedule_o

Stockholders' Equity - Schedule of Option Pricing Model (Details) (USD $)	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Equity [Abstract]
Volatility	256.00%
Expected dividends
Expected average term (in years)	3 years	0 years
Risk free rate - average	1.64%
Forfeiture rate	0.00%

Stockholders_Equity_Summary_of

Stockholders' Equity - Summary of Aggregate Stock Options Granted (Details) (USD $)	3 Months Ended		9 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Sep. 30, 2014
Equity [Abstract]
Shares Outstanding, Beginning balance	4,067,618	62,318		62,318
Shares, Granted	11,100,000		62,318	4,015,300
Shares, Exercised	-28,805			-10,000
Shares, Forfeited Or Expired	-4,000,000
Shares Outstanding, Ending balance			62,318	4,067,618
Shares Exercisable	11,138,813
Weighted Average Exercise Price, Outstanding, Beginning	$0.03	$0.33		$0.33
Weighted Average Exercise Price, Granted	$0.04	$0	$0.33	$0.03
Weighted Average Exercise Price, Exercised	$0.33			$0.33
Weighted Average Exercise Price, Forfeited Or Expired	$0.03
Weighted Average Exercise Price, Outstanding, Ending			$0.33	$0.03
Weighted Average Exercise Price, Exercisable	$0.04
Weighted Average Remaining Contractual Terms (Years), Exercisable	3 years
Aggregate Intrinsic Value, Share Exercisable	$0

Stockholders_Equity_Summary_of1

Stockholders' Equity - Summary of Aggregate Non-Vested Shares (Details) (USD $)	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2014	Sep. 30, 2013	Sep. 30, 2014
Equity [Abstract]
Nonvested, Shares Outstanding, Beginning	2,291,667
Nonvested, Shares Granted	11,100,000	62,318	4,015,300
Nonvested, Shares Vested	-9,391,667
Nonvested, Shares Forfeited	-4,000,000
Nonvested, Shares Outstanding, Ending	0		2,291,667
Weighted Average Grant Date Fair Value, Nonvested Shares Outstanding, Beginning balance	$0.04
Weighted Average Grant Date Fair Value, Nonvested Shares Granted	$0.04
Weighted Average Grant Date Fair Value, Nonvested Shares Vested	$0.03
Weighted Average Grant Date Fair Value, Nonvested Shares Forfeited	$0
Weighted Average Grant Date Fair Value, Nonvested Shares Outstanding, Ending balance	$0.04		$0.04

Stockholders_Equity_Summary_of2

Stockholders' Equity - Summary of Stock Option Outstanding (Details) (USD $)	3 Months Ended
	Dec. 31, 2014
Number of Shares Outstanding	11,138,813
Number of Shares Exercisable	11,138,813
Range Of Exercise Price One [Member]
Range of Exercise Price	$0.04
Number of Shares Outstanding	11,100,000
Weighted Average Remaining Contractual Life (years)	3 years
Weighted Average Exercise Price	$0.04
Number of Shares Exercisable	11,100,000
Weighted Average Exercise Price	$0.04
Range Of Exercise Price Two [Member]
Range of Exercise Price	$0.33
Number of Shares Outstanding	38,813
Weighted Average Remaining Contractual Life (years)	1 year 6 months
Weighted Average Exercise Price	$0.33
Number of Shares Exercisable	38,813
Weighted Average Exercise Price	$0.33

Commitments_and_Contingencies_1

Commitments and Contingencies (Details Narrative) (USD $)	3 Months Ended
	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Operating lease rent	$6,004
Accounts payable	16,062
Cancellable commitments	$428,852

Commitments_and_Contingencies_2

Commitments and Contingencies - Schedule of Future Minimum Rental Payment Under Operating Leases (Details) (USD $)	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
2015	$70,440
2016	91,978
2017	95,657
2018	99,483
2019 and thereafter	184,491
Total	$542,049

Segment_Operating_Results_Sche

Segment Operating Results - Schedule of Segment Reporting (Details) (USD $)	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Revenues	$173,758	$54,942
Cost of Sales	119,868	31,272
Gross Profit	53,890	23,670
Non-cash stock compensation expense	845,540
Loss from Operations	-1,698,761	-26,256
Interest and other expense	-841	-6,307
Net Loss	-1,699,602	-32,563
Cannabis [Member]
Revenues	2,250	0
Cost of Sales	0	0
Gross Profit	2,250	0
SG&A	587,829	0
Non-cash stock compensation expense	733,457	0
Separation agreement	237,083	0
Total operating expenses	1,558,369	0
Loss from Operations	-1,556,119	0
Interest and other expense	-916	0
Net Loss	-1,557,035	0
Microscopy [Member]
Revenues	171,508	54,942
Cost of Sales	119,868	31,272
Gross Profit	51,640	23,670
SG&A	194,282	49,926
Non-cash stock compensation expense	0	0
Separation agreement	0	0
Total operating expenses	194,282	49,926
Loss from Operations	-142,461	-26,256
Interest and other expense	75	-6,307
Net Loss	($142,567)	($32,563)