Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Mar. 31, 2015 | 4-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | DigiPath,Inc. | |
Entity Central Index Key | 1502966 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 107,818,411 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2015 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
CURRENT ASSETS | ||
Cash | $1,986,619 | $5,102,620 |
Accounts receivable | 184,036 | 123,045 |
Other receivable | 12,000 | |
Inventory | 196,653 | 285,255 |
Deposits and deferred expenses | 391,160 | 117,805 |
TOTAL CURRENT ASSETS | 2,770,468 | 5,628,725 |
Equipment, net | 1,390,214 | 20,735 |
Long-term investment | 92,000 | |
Intellectual property | 28,336 | |
TOTAL ASSETS | 4,252,682 | 5,677,796 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 133,599 | 151,764 |
Deferred revenue | 123,231 | 39,133 |
TOTAL CURRENT LIABILITIES | 256,830 | 190,897 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 5,150,000 and 5,850,000 shares issued and outstanding at March 31, 2015 and September 30, 2014, respectively | 5,150 | 5,850 |
Common stock, $0.001 par value, 900,000,000 shares authorized, 95,735,811 and 58,756,400 shares issued and outstanding at March 31, 2015 and September 30, 2014, respectively | 95,736 | 58,756 |
Additional paid in capital | 10,122,744 | 9,280,915 |
Accumulated other comprehensive income | 42,000 | |
Accumulated deficit | -5,926,245 | -3,515,089 |
TOTAL DIGIPATH, INC. STOCKHOLDERS' EQUITY | 4,339,385 | 5,830,432 |
Non-controlling interest in subsidiary | -343,533 | -343,533 |
Total Stockholders' Equity | 3,995,852 | 5,486,899 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $4,252,682 | $5,677,796 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | 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 | 5,150,000 | 5,850,000 |
Preferred stock, shares outstanding | 5,150,000 | 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 | 95,735,811 | 58,756,400 |
Common stock, shares outstanding | 95,735,811 | 58,756,400 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||||
REVENUES | $136,452 | $50,602 | $310,210 | $105,544 |
COST OF SALES | 88,801 | 33,700 | 208,669 | 64,972 |
GROSS PROFIT | 47,651 | 16,902 | 101,541 | 40,572 |
OPERATING EXPENSES: | ||||
General and administrative expenses | 639,794 | 173,556 | 2,254,959 | 220,600 |
Research and development expenses | 131,536 | 103,485 | 269,022 | 106,367 |
TOTAL OPERATING EXPENSES | 771,330 | 277,041 | 2,523,981 | 326,967 |
LOSS FROM OPERATIONS | -723,679 | -260,139 | -2,422,440 | -286,395 |
Interest and other expense (income) | -12,125 | 5,110 | -11,284 | 11,417 |
LOSS BEFORE PROVISION FOR INCOME TAXES | -711,554 | -265,249 | -2,411,156 | -297,812 |
Provision for income taxes | ||||
NET LOSS | ($711,554) | ($265,249) | ($2,411,156) | ($297,812) |
NET LOSS PER SHARE OF COMMON STOCK - Basic and diluted | ($0.01) | ($0.05) | ($0.03) | ($0.05) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted | 89,692,569 | 5,536,400 | 80,303,887 | 5,536,400 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | ($711,554) | ($265,249) | ($2,411,156) | ($297,812) |
Available-for-sale investments: | ||||
Change in net unrealized gains | 42,000 | 42,000 | ||
Net change (net of tax effect) | 42,000 | 42,000 | ||
Other comprehensive income | 42,000 | 42,000 | ||
Comprehensive loss | ($669,554) | ($265,249) | ($2,369,156) | ($297,812) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | ($2,411,156) | ($297,812) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation expense | 5,360 | 1,482 |
Stock based compensation | 756,520 | 10,378 |
Common stock issued in separation agreement | 112,083 | |
Write-down of development costs | 28,336 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | -60,991 | -1,765 |
Other receivables | -12,000 | |
Inventory | 88,602 | 2,177 |
Deposits & prepaid expenses | -273,355 | 14,500 |
Accounts payable and accrued expenses | -18,165 | 168,785 |
Due to related party | 59,657 | |
Deferred revenue | 84,098 | 26,321 |
Accrued interest payable | 11,418 | |
Net cash used in operating activities | -1,700,668 | -4,859 |
INVESTING ACTIVITIES: | ||
Purchases of lab equipment and leasehold improvements | -1,374,839 | |
Investment in stocks | -50,000 | |
Purchase of intangibles | -8,134 | |
Net cash used in investing activities | -1,424,839 | -8,134 |
FINANCING ACTIVITIES: | ||
Proceeds from note payable | 105,000 | |
Stock issued for cash | 9,506 | |
Net cash provided by financing activities | 9,506 | 105,000 |
Net increase (decrease) in cash | -3,116,001 | 92,007 |
Cash at beginning of period | 5,102,620 | 35,363 |
Cash at end of period | 1,986,619 | 127,370 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 916 | 11,417 |
Cash paid for income tax |
Basis_of_Presentation_and_Orga
Basis of Presentation and Organization | 6 Months Ended | ||
Mar. 31, 2015 | |||
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. We built our first testing lab in Las Vegas, Nevada, which we expect to open by the end of May 2015. We also 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. | |||
The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||
Mar. 31, 2015 | |||
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., GroSciences, 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 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 March 31, 2015, 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 March 31, 2015, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of March 31, 2015, the Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. | |||
The Company has elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the period from October 5, 2010 through March 31, 2015, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of March 31, 2015, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued. | |||
Cash and cash equivalents – | |||
Cash and cash equivalents includes all highly liquid instruments with an original maturity of three months or less as of March 31, 2015. The Company had no cash equivalents as of March 31, 2015 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 March 31, 2015. | |||
Accounts Receivable – | |||
Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has no allowance for doubtful accounts as of March 31, 2015 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 to the extent of the initial 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. | |||
Reclassifications – | |||
Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows. | |||
Segment Reporting – | |||
ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has two reportable segments. | |||
Recently Accounting Guidance Adopted – | |||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09) “Revenue from Contracts with Customers.” ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. | |||
In August, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), which now requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, additional disclosures are required. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. These requirements were previously included within auditing standards and federal securities law, but are now included within U.S. GAAP. We have evaluated our disclosures regarding our ability to continue as a going concern and concluded that we are in compliance with the disclosure requirements. | |||
There are no other 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. |
Receivable
Receivable | 6 Months Ended |
Mar. 31, 2015 | |
Receivables [Abstract] | |
Receivable | NOTE 3 – RECEIVABLES |
Accounts Receivable – | |
Accounts receivable from trade at March 31, 2015 and September 30, 2014 are $184,036 and $123,045, respectively. There is no allowance for uncollectible accounts at March 31, 2015 and September 30, 2014. |
Inventory
Inventory | 6 Months Ended |
Mar. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4 – INVENTORY |
Inventory at March 31, 2015 and September 30, 2014 is 196,653 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 six months ended March 31, 2015 and the year ended September 30, 2014, respectively. |
Equipment
Equipment | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Equipment | NOTE 5 – EQUIPMENT | ||||||||
Equipment comprises of the following at March 31, 2015 and September 30, 2014. | |||||||||
31-Mar-15 | 30-Sep-14 | ||||||||
(Unaudited) | |||||||||
Machinery | $ | 35,420 | $ | 35,420 | |||||
Lab equipment | 898,001 | -0- | |||||||
Leasehold improvements | 441,532 | 13,589 | |||||||
Software | 58,914 | 10,019 | |||||||
Trade Show Booths | 13,359 | 13,359 | |||||||
1,447,226 | 72,387 | ||||||||
Less accumulated depreciation | (57,012 | ) | (51,652 | ) | |||||
Total | 1,390,214 | 20,735 | |||||||
For the six months ending March 31, 2015 and 2014, depreciation expense was $5,360 and $1,482, respectively. |
Long_Term_Investment
Long Term Investment | 6 Months Ended |
Mar. 31, 2015 | |
Schedule of Investments [Abstract] | |
Long Term Investment | NOTE 6 – LONG TERM INVESTMENT |
In March 2015, the Company made an investment in the amount of $50,000 in Blue Line Protection Group, Inc., a Nevada corporation and received 400,000 shares. | |
The fair value of the Company’s investment in Blue Line Protection Group as of March 31, 2015 was $92,000 and the related increase in investment of $42,000 is recorded in accumulated other comprehensive income. |
Deferred_Revenue
Deferred Revenue | 6 Months Ended |
Mar. 31, 2015 | |
Revenue Recognition [Abstract] | |
Deferred Revenue | NOTE 7 – DEFERRED REVENUE |
Deferred revenue at March 31, 2015 and September 30, 2014 consisted of $77,000 and $0 for products not yet delivered and $46,231 and $39,133 for unrecognized software support, respectively. |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 6 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015). As of March 31, 2015, our deposits exceeded insured amounts by $1,316,215. We have not experienced any losses in such accounts and we believe we are not exposed to any significant credit risk on cash. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | ||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||
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 95,735,811 shares were issued and outstanding as of March 31, 2015. | |||||||||||||||||||||||
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. | |||||||||||||||||||||||
During the quarter ended March 31, 2015, a total of 252,000 shares of Series A Preferred were converted into 13,200,606 shares of common stock. | |||||||||||||||||||||||
During the quarter ended March 31, 2015, the Company issued 400,000 shares of common stock and cancelled 750,000 shares of common stock associated with transactions fully recorded in a previous period. During the same period, the Company issued 125,000 shares of common stock and recognized compensation expense associated with the issuance and vesting of these shares in the amount of $23,063. | |||||||||||||||||||||||
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 March 31, 2015, there are 5,150,000 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 were initially 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. | |||||||||||||||||||||||
On March 13, 2015, following the approval of our Board of Directors and the written consent of the holders of our Series A Preferred, the conversion price of the Series A Preferred was amended to remove the VWAP conversion feature from it, so that the Series A Preferred currently converts into common stock at a fixed price of $.02 per share. | |||||||||||||||||||||||
The conversion price is 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 the current conversion price, the 5,150,000 shares of Series A Preferred outstanding at March 31, 2015 are convertible into 257,500,000 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. | |||||||||||||||||||||||
During the quarter ended March 31, 2015, the Company did not issue any stock or option awards and recognized compensation expense associated with the vesting of option and stock awards issued in prior periods in the amount of $23,063. | |||||||||||||||||||||||
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 March 31, 2015 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 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 | |||||||||||||||||||
Outstanding at December 31, 2014 | 11,138,813 | $ | 0.04 | 3 | $ | 0 | |||||||||||||||||
Granted | - | $ | - | ||||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||||
Forfeited or expired | - | $ | - | ||||||||||||||||||||
Exercisable at March 31, 2015 | 11,138,813 | $ | 0.04 | 2.74 | $ | 0.04 | |||||||||||||||||
As of March 31, 2015, the aggregate intrinsic value of these options equaled $445,553 which represents the difference between the per share market price of $0.08 of the Company’s common stock as of such date and the weighted-average exercise price of these options of $0.04. | |||||||||||||||||||||||
A summary of the status of the Company’s nonvested shares granted under the Company’s stock option plan as of March 31, 2015 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- | $ | |||||||||||||||||||||
Granted | - | $ | |||||||||||||||||||||
Vested | - | $ | |||||||||||||||||||||
Forfeited | - | $ | |||||||||||||||||||||
Nonvested at March 31, 2015 | -0- | $ | |||||||||||||||||||||
Additional information regarding options outstanding as of March 31, 2015 is as follows: | |||||||||||||||||||||||
Options Outstanding at | Options Exercisable at | ||||||||||||||||||||||
31-Mar-15 | 31-Mar-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 | 2.75 | $ | 0.04 | 11,100,000 | $ | 0.04 | |||||||||||||||
$ | 0.33 | 38,813 | 1.25 | $ | 0.33 | 38,813 | $ | 0.33 | |||||||||||||||
11,138,813 | 2.74 | 11,138,813 | $ | 0.04 | |||||||||||||||||||
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 options were cancelled and re-issued as options under our 2012 plan in the quarter ended December 31, 2015. | |||||||||||||||||||||||
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 March 31, 2015, 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 | 6 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES | ||||
Lease commitment | |||||
The Company leases space for its lab operations in Las Vegas, Nevada. Amounts of minimum future annual commitments, including common area maintenance fees, under non-cancelable operating leases are as follows: | |||||
2015 | $ | 100,624 | |||
2016 | 196,673 | ||||
2017 | 204,540 | ||||
2018 | 212,722 | ||||
2019 and thereafter | 388,015 | ||||
Total | $ | 1,102,574 | |||
In addition to this commitment, the Company pays monthly rent in the aggregate amount of $6,000 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. |
Income_Tax
Income Tax | 6 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 11 – INCOME TAX |
At March 31, 2015, 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 March 31, 2015, 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 | 6 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||
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 and corporate headquarters for the three month periods ending March 31, 2015 and 2014. | ||||||||||||||||||||||||||
For the three months ended March 31, | ||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Corporate | Cannabis | Microscopy | Corporate | Cannabis | Microscopy | |||||||||||||||||||||
Revenues | $ | - | $ | 13,500 | $ | 122,952 | $ | - | $ | - | $ | 50,602 | ||||||||||||||
Net loss | $ | (120,022 | ) | $ | (453,721 | ) | $ | (137,811 | ) | $ | (24,062 | ) | $ | (80,000 | ) | $ | (161,187 | ) | ||||||||
Net assets | $ | 1,698,446 | $ | 1,843,429 | $ | 710,807 | $ | 135,503 | $ | - | $ | 203,580 | ||||||||||||||
Total capital expenditures | $ | - | $ | 610,915 | $ | - | $ | - | $ | - | $ | 741 | ||||||||||||||
Total depreciation and amortization | $ | - | $ | 1,063 | $ | 1,548 | $ | - | $ | - | $ | (1,001 | ) | |||||||||||||
The following table shows operating results for these two divisions and corporate headquarters for the six month periods ending March 31, 2015 and 2014. | ||||||||||||||||||||||||||
For the six months ended March 31, | ||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Corporate | Cannabis | Microscopy | Corporate | Cannabis | Microscopy | |||||||||||||||||||||
Revenues | $ | - | $ | 15,750 | $ | 294,460 | $ | - | $ | - | $ | 105,544 | ||||||||||||||
Net loss | $ | (1,120,704 | ) | $ | (1,010,199 | ) | $ | (280,253 | ) | $ | (145,875 | ) | $ | (80,000 | ) | $ | (71,937 | ) | ||||||||
Net assets | $ | 1,698,446 | $ | 1,843,429 | $ | 710,807 | $ | 135,503 | $ | - | $ | 203,580 | ||||||||||||||
Total capital expenditures | $ | - | $ | 1,374,839 | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Total depreciation and amortization | $ | - | $ | 2,265 | $ | 3,095 | $ | - | $ | - | $ | 1,482 |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||
Mar. 31, 2015 | |||
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., GroSciences, 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 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 March 31, 2015, 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 March 31, 2015, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of March 31, 2015, the Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. | |||
The Company has elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the period from October 5, 2010 through March 31, 2015, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of March 31, 2015, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued. | |||
Cash and Cash Equivalents | Cash and cash equivalents – | ||
Cash and cash equivalents includes all highly liquid instruments with an original maturity of three months or less as of March 31, 2015. The Company had no cash equivalents as of March 31, 2015 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 March 31, 2015. | |||
Accounts Receivable | Accounts Receivable – | ||
Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has no allowance for doubtful accounts as of March 31, 2015 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 to the extent of the initial 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. | |||
Reclassifications | Reclassifications – | ||
Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows. | |||
Segment Reporting | Segment Reporting – | ||
ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has two reportable segments. | |||
Recently Accounting Guidance Adopted | Recently Accounting Guidance Adopted – | ||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09) “Revenue from Contracts with Customers.” ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. | |||
In August, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), which now requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, additional disclosures are required. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. These requirements were previously included within auditing standards and federal securities law, but are now included within U.S. GAAP. We have evaluated our disclosures regarding our ability to continue as a going concern and concluded that we are in compliance with the disclosure requirements. | |||
There are no other 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) | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Equipment | Equipment comprises of the following at March 31, 2015 and September 30, 2014. | ||||||||
31-Mar-15 | 30-Sep-14 | ||||||||
(Unaudited) | |||||||||
Machinery | $ | 35,420 | $ | 35,420 | |||||
Lab equipment | 898,001 | -0- | |||||||
Leasehold improvements | 441,532 | 13,589 | |||||||
Software | 58,914 | 10,019 | |||||||
Trade Show Booths | 13,359 | 13,359 | |||||||
1,447,226 | 72,387 | ||||||||
Less accumulated depreciation | (57,012 | ) | (51,652 | ) | |||||
Total | 1,390,214 | 20,735 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||
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 March 31, 2015 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 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 | |||||||||||||||||||
Outstanding at December 31, 2014 | 11,138,813 | $ | 0.04 | 3 | $ | 0 | |||||||||||||||||
Granted | - | $ | - | ||||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||||
Forfeited or expired | - | $ | - | ||||||||||||||||||||
Exercisable at March 31, 2015 | 11,138,813 | $ | 0.04 | 2.74 | $ | 0.04 | |||||||||||||||||
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 March 31, 2015 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- | $ | |||||||||||||||||||||
Granted | - | $ | |||||||||||||||||||||
Vested | - | $ | |||||||||||||||||||||
Forfeited | - | $ | |||||||||||||||||||||
Nonvested at March 31, 2015 | -0- | $ | |||||||||||||||||||||
Summary of Stock Option Outstanding | Additional information regarding options outstanding as of March 31, 2015 is as follows: | ||||||||||||||||||||||
Options Outstanding at | Options Exercisable at | ||||||||||||||||||||||
31-Mar-15 | 31-Mar-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 | 2.75 | $ | 0.04 | 11,100,000 | $ | 0.04 | |||||||||||||||
$ | 0.33 | 38,813 | 1.25 | $ | 0.33 | 38,813 | $ | 0.33 | |||||||||||||||
11,138,813 | 2.74 | 11,138,813 | $ | 0.04 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | ||||
Mar. 31, 2015 | |||||
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 | $ | 100,624 | |||
2016 | 196,673 | ||||
2017 | 204,540 | ||||
2018 | 212,722 | ||||
2019 and thereafter | 388,015 | ||||
Total | $ | 1,102,574 |
Segment_Operating_Results_Tabl
Segment Operating Results (Tables) | 6 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||
Segment Operating Results Tables | ||||||||||||||||||||||||||
Schedule of Segment Reporting | The following table shows operating results for these two divisions and corporate headquarters for the three month periods ending March 31, 2015 and 2014. | |||||||||||||||||||||||||
For the three months ended March 31, | ||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Corporate | Cannabis | Microscopy | Corporate | Cannabis | Microscopy | |||||||||||||||||||||
Revenues | $ | - | $ | 13,500 | $ | 122,952 | $ | - | $ | - | $ | 50,602 | ||||||||||||||
Net loss | $ | (120,022 | ) | $ | (453,721 | ) | $ | (137,811 | ) | $ | (24,062 | ) | $ | (80,000 | ) | $ | (161,187 | ) | ||||||||
Net assets | $ | 1,698,446 | $ | 1,843,429 | $ | 710,807 | $ | 135,503 | $ | - | $ | 203,580 | ||||||||||||||
Total capital expenditures | $ | - | $ | 610,915 | $ | - | $ | - | $ | - | $ | 741 | ||||||||||||||
Total depreciation and amortization | $ | - | $ | 1,063 | $ | 1,548 | $ | - | $ | - | $ | (1,001 | ) | |||||||||||||
The following table shows operating results for these two divisions and corporate headquarters for the six month periods ending March 31, 2015 and 2014. | ||||||||||||||||||||||||||
For the six months ended March 31, | ||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Corporate | Cannabis | Microscopy | Corporate | Cannabis | Microscopy | |||||||||||||||||||||
Revenues | $ | - | $ | 15,750 | $ | 294,460 | $ | - | $ | - | $ | 105,544 | ||||||||||||||
Net loss | $ | (1,120,704 | ) | $ | (1,010,199 | ) | $ | (280,253 | ) | $ | (145,875 | ) | $ | (80,000 | ) | $ | (71,937 | ) | ||||||||
Net assets | $ | 1,698,446 | $ | 1,843,429 | $ | 710,807 | $ | 135,503 | $ | - | $ | 203,580 | ||||||||||||||
Total capital expenditures | $ | - | $ | 1,374,839 | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Total depreciation and amortization | $ | - | $ | 2,265 | $ | 3,095 | $ | - | $ | - | $ | 1,482 |
Basis_of_Presentation_and_Orga1
Basis of Presentation and Organization (Details Narrative) (USD $) | 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 $) | 6 Months Ended | |
Mar. 31, 2015 | Sep. 30, 2014 | |
Segment | ||
Cash equivalents | ||
Allowance for doubtful accounts | ||
Number of reportable segments | 2 | |
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 |
Receivable_Details_Narrative
Receivable (Details Narrative) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Receivables [Abstract] | ||
Accounts receivable | $184,036 | $123,045 |
Allowance for uncollectible accounts, net |
Inventory_Details_Narrative
Inventory (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Sep. 30, 2014 | |
Inventory Disclosure [Abstract] | ||
Inventory | $196,653 | $285,255 |
Inventory written off | $0 | $51,553 |
Equipment_Details_Narrative
Equipment (Details Narrative) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $5,360 | $1,482 |
Equipment_Schedule_of_Equipmen
Equipment - Schedule of Equipment (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Property, Plant and Equipment [Abstract] | ||
Machinery | $35,420 | $35,420 |
Lab equipment | 898,001 | 0 |
Leasehold improvements | 441,532 | 13,589 |
Software | 58,914 | 10,019 |
Trade Show Booths | 13,359 | 13,359 |
Property, Plant & Equipment, Gross | 1,447,226 | 72,387 |
Less accumulated depreciation | -57,012 | -51,652 |
Total | $1,390,214 | $20,735 |
Long_Term_Investment_Details_N
Long Term Investment (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | |
Investment in stocks | ($50,000) | |||
Issuance of common stock, shares | 400,000 | |||
long term investment | 92,000 | 92,000 | ||
Accumulated other comprehensive income | 42,000 | 42,000 | ||
Blue Line Protection Group, Inc [Member] | ||||
Investment in stocks | 50,000 | |||
Issuance of common stock, shares | 400,000 | |||
long term investment | 92,000 | 92,000 | ||
Accumulated other comprehensive income | $42,000 | $42,000 |
Deferred_Revenue_Details_Narra
Deferred Revenue (Details Narrative) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Deferred revenue | $77,000 | $0 |
Deferred Revenue Support | 123,231 | 39,133 |
Unrecognized Software Support [Member] | ||
Deferred Revenue Support | $46,231 | $39,133 |
Concentration_of_Credit_Risk_D
Concentration of Credit Risk (Details Narrative) (USD $) | Mar. 31, 2015 |
Risks and Uncertainties [Abstract] | |
Cash, FDIC Insured Amount | $250,000 |
Exceeded insured amounts | $1,316,215 |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 19, 2014 | Mar. 13, 2015 | Apr. 09, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | 20-May-14 | Mar. 05, 2012 | |
Common stock, par value | $0.00 | $0.00 | $0.00 | ||||||||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | ||||||||||
Common stock, shares issued | 95,735,811 | 95,735,811 | 58,756,400 | ||||||||||
Common Stock, shares outstanding | 95,735,811 | 95,735,811 | 58,756,400 | ||||||||||
Shares issued in exercise of stock option | -28,805 | ||||||||||||
Stock option exercise price per share | $0.33 | ||||||||||||
Issuance of common stock, shares | 400,000 | ||||||||||||
Stock conversion, shares converted | 252,000 | 447,500 | |||||||||||
Stock conversion, shares issued | 13,200,606 | 22,375,000 | |||||||||||
Common stock cancelled during period | 750,000 | ||||||||||||
Shares issued of common stock for compensation expense | 125,000 | ||||||||||||
Shares issued of common stock for compensation expense, shares | $23,063 | ||||||||||||
Stock option compensation expense | 845,540 | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock, par value | $0.00 | $0.00 | $0.00 | ||||||||||
Preferred stock, shares issued | 5,150,000 | 5,150,000 | 5,850,000 | ||||||||||
Preferred stock, shares outstanding | 5,150,000 | 5,150,000 | 5,850,000 | ||||||||||
Non option exercise price per share | $0 | $0.04 | |||||||||||
Intrinsic value of options equaled | 445,553 | 445,553 | |||||||||||
Share Market price | $0.08 | $0.08 | |||||||||||
Weighted average exercise price options | $0.04 | $0.04 | $0.04 | $0.04 | $0 | ||||||||
Weighted average exercise price | $0.04 | $0.04 | $0.04 | $0.04 | $0.04 | $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 | $0.03 | |||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||
Warrants exercise price per share | $0.09 | $0.09 | |||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Preferred stock, shares designated | 6,000,000 | 6,000,000 | |||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred stock, shares issued | 5,150,000 | 5,150,000 | |||||||||||
Preferred stock, shares outstanding | 5,150,000 | 5,150,000 | |||||||||||
Preferred stock conversion into common stock | 257,500,000 | ||||||||||||
Percentage of equity beneficial ownership | 4.99% | 4.99% | |||||||||||
Series A Convertible Preferred Stock Purchase Agreements [Member] | |||||||||||||
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 were initially 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 conversion price per share | $0.02 | $0.02 | |||||||||||
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 | 6,500,000 | |||||||||||
Weighted average exercise price | $0.04 | $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 | ||||||||||||
Vesting of Prior Period Awards [Member] | |||||||||||||
Stock compensation expense | 68,333 | ||||||||||||
Issuances for Vesting Portion Two [Member] | |||||||||||||
Stock compensation expense | 114,083 | ||||||||||||
Stock Incentive Plan [Member] | |||||||||||||
Stock option compensation expense | 845,000 | ||||||||||||
Stock Incentive Plan [Member] | Warrant [Member] | |||||||||||||
Debt instruments cancelled during the period | 5,000,000 | ||||||||||||
Stock Incentive Plan [Member] | Warrant [Member] | Minimum [Member] | |||||||||||||
Warrants exercise price per share | $0.03 | $0.03 | |||||||||||
Stock Incentive Plan [Member] | Warrant [Member] | Maximum [Member] | |||||||||||||
Warrants exercise price per share | $0.09 | $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 | $0.09 | |||||||||||
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] | |||||||||||||
Shares issued in exercise of stock option | 28,805 | ||||||||||||
Stock option exercise price per share | $0.33 | ||||||||||||
Proceeds from stock option exercised | $9,506 | ||||||||||||
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 | |
Risk free rate - average | 1.64% | |
Forfeiture rate | 0.00% |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Aggregate Stock Options Granted (Details) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Shares Outstanding, Beginning balance | 11,138,813 | 4,067,618 |
Shares, Granted | 11,100,000 | |
Shares, Exercised | -28,805 | |
Shares, Forfeited Or Expired | -4,000,000 | |
Shares Outstanding, Ending balance | 11,138,813 | 11,138,813 |
Shares Exercisable | 11,138,813 | |
Weighted Average Exercise Price, Outstanding, Beginning | $0.04 | $0.03 |
Weighted Average Exercise Price, Granted | $0.04 | |
Weighted Average Exercise Price, Exercised | $0.33 | |
Weighted Average Exercise Price, Forfeited Or Expired | $0.03 | |
Weighted Average Exercise Price, Outstanding, Ending | $0.04 | $0.04 |
Weighted Average Remaining Contractual Terms (Years), Exercisable | 2 years 8 months 27 days | 3 years |
Aggregate Intrinsic Value, Share Outstanding | $0 | |
Aggregate Intrinsic Value, Share Exercisable | $0.04 |
Stockholders_Equity_Summary_of1
Stockholders' Equity - Summary of Aggregate Non-Vested Shares (Details) (USD $) | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | ||||
Nonvested, Shares Outstanding, Beginning | 0 | 2,291,667 | ||
Nonvested, Shares Granted | 11,100,000 | |||
Nonvested, Shares Vested | -9,391,667 | |||
Nonvested, Shares Forfeited | -4,000,000 | |||
Nonvested, Shares Outstanding, Ending | 0 | 0 | ||
Weighted Average Grant Date Fair Value, Nonvested Shares Outstanding, Beginning balance | $0.04 | $0 | ||
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 |
Stockholders_Equity_Summary_of2
Stockholders' Equity - Summary of Stock Option Outstanding (Details) (USD $) | 6 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Shares Outstanding | 11,138,813 | ||
Weighted Average Remaining Contractual Life (years) | 2 years 8 months 27 days | ||
Number of Shares Exercisable | 11,138,813 | ||
Weighted Average Exercise Price | $0.04 | $0.04 | $0 |
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) | 2 years 9 months | ||
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 3 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 $) | 6 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease rent | $6,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rental Payment Under Operating Leases (Details) (USD $) | Mar. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $100,624 |
2016 | 196,673 |
2017 | 204,540 |
2018 | 212,722 |
2019 and thereafter | 388,015 |
Total | $1,102,574 |
Segment_Operating_Results_Sche
Segment Operating Results - Schedule of Segment Reporting (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues | $136,452 | $50,602 | $310,210 | $105,544 |
Net Loss | -711,554 | -265,249 | -2,411,156 | -297,812 |
Corporate [Member] | ||||
Revenues | ||||
Net Loss | -120,022 | -24,062 | -1,120,704 | -145,875 |
Net assets | 1,698,446 | 135,503 | 1,698,446 | 135,503 |
Total capital expenditures | ||||
Total depreciation and amortization | ||||
Cannabis [Member] | ||||
Revenues | 13,500 | 15,750 | ||
Net Loss | -453,721 | -80,000 | -1,010,199 | -80,000 |
Net assets | 1,843,429 | 1,843,429 | ||
Total capital expenditures | 610,915 | 1,374,839 | ||
Total depreciation and amortization | 1,063 | 2,265 | ||
Microscopy [Member] | ||||
Revenues | 122,952 | 50,602 | 294,460 | 105,544 |
Net Loss | -137,811 | -161,187 | -280,253 | -71,937 |
Net assets | 710,807 | 203,580 | 710,807 | 203,580 |
Total capital expenditures | 741 | |||
Total depreciation and amortization | $1,548 | ($1,001) | $3,095 | $1,482 |