Hypha Labs (FUNI) 10-Q 19 Feb 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2015	Feb. 16, 2016
Document And Entity Information
Entity Registrant Name	DigiPath,Inc.
Entity Central Index Key	1,502,966
Document Type	10-Q
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		15,571,039
Trading Symbol	DIGP
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Sep. 30, 2015
Current assets:
Cash	$ 63,733	$ 481,095
Accounts receivable, net	$ 20,804	6,146
Inventory		192,561
Prepaid expenses	$ 24,137	60,447
Deposits	39,175	44,949
Total current assets	147,849	785,198
Available-for-sale securities	10,600	$ 14,000
Investment in DigiPath Corp.	54,431
Fixed assets, net	1,318,947	$ 1,373,691
Total Assets	1,531,827	2,172,889
Current liabilities:
Accounts payable	34,493	62,383
Accrued expenses	11,245	21,671
Deferred revenues	2,328	73,121
Total current liabilities	48,066	157,175
Total Liabilities	48,066	157,175
Stockholders' Equity:
Series A convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; 4,071,442 and 4,351,442 shares issued and outstanding at December 31, 2015 and September 30, 2015, respectively	4,071	4,351
Common stock, $0.001 par value, 90,000,000 shares authorized; 15,129,372 and 13,762,705 shares issued and outstanding at December 31, 2015 and September 30, 2015, respectively	15,129	13,763
Additional paid-in capital	9,969,334	10,224,551
Accumulated other comprehensive loss	(39,400)	(36,000)
Accumulated (deficit)	(8,465,373)	(7,847,418)
Total Digipath, Inc. Stockholders' Equity	$ 1,483,761	2,359,247
Noncontrolling interest		(343,533)
Total Stockholders' Equity	$ 1,483,761	2,015,714
Total Liabilities and Stockholders' Equity	$ 1,531,827	$ 2,172,889

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Sep. 30, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	4,071,442	4,351,442
Preferred stock, shares outstanding	4,071,442	4,351,442
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	90,000,000	90,000,000
Common stock, shares issued	15,129,372	13,762,705
Common stock, shares outstanding	15,129,372	13,762,705

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Revenues	$ 102,136	$ 173,758
Cost of sales	69,992	119,868
Gross profit	32,144	53,890
Operating expenses:
General and administrative	265,640	677,418
Professional fees	242,884	1,071,017
Bad debts expense	289,771	1,606
Depreciation and amortization	61,092	2,610
Total operating expenses	859,387	1,752,651
Net operating loss	(827,243)	$ (1,698,761)
Other income (expense):
Other income	18,000
Interest income	$ 2,500	$ 75
Interest expense		$ (916)
Gain on early extinguishment of debt	$ 12,133
Equity in losses of unconsolidated entity	(938,251)
Total other income (expense)	(905,618)	$ (841)
Net loss	$ (1,732,861)	$ (1,699,602)
Weighted average number of common shares outstanding - basic and fully diluted	14,712,343	5,260,832
Net loss per share - basic and fully diluted	$ (0.12)	$ (0.30)
Net loss	$ (1,732,861)	$ (1,699,602)
Available-for-sale investments:
Change in net unrealized loss (net of tax effect)	(3,400)
Comprehensive loss	$ (1,736,261)	$ (1,699,602)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities
Net loss	$ (1,732,861)	$ (1,699,602)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debts expense	289,771	1,606
Depreciation and amortization expense	$ 61,092	2,610
Impairment of development costs		28,336
Stock issued for services		$ 845,540
Options and warrants granted for services	$ 109,810
Gain on early extinguishment of debt	(12,133)
Equity in losses of unconsolidated entity	938,251
Decrease (increase) in assets:
Accounts receivable	$ (41,304)	$ (4,276)
Inventory		79,863
Prepaid expenses	$ (870)	30,098
Increase (decrease) in liabilities:
Accounts payable	5,493	$ 10,895
Accrued expenses	(10,426)
Deferred revenues	(1,839)	$ 18,650
Net cash used in operating activities	(395,016)	$ (687,886)
Cash flows from investing activities
Cash disposed in divestiture of unconsolidated entity	(57,876)
Purchase of fixed assets	(9,470)	$ (763,924)
Net cash used in investing activities	$ (67,346)	(763,924)
Cash flows from financing activities
Proceeds from exercised options		$ 9,506
Proceeds from sale of common stock	$ 45,000
Net cash provided by financing activities	45,000	$ 9,506
Net decrease in cash	(417,362)	(1,442,304)
Cash - beginning	481,095	5,102,620
Cash - ending	$ 63,733	3,660,316
Supplemental disclosures:
Interest paid		$ 916
Income taxes paid
Non-cash investing and financing activities:
Value of preferred stock converted to common stock	$ 280,000

Organization, Basis of Presenta

Organization, Basis of Presentation and Significant Accounting Policies	3 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Basis of Presentation and Significant Accounting Policies	Note 1 – Organization, Basis of Presentation and Significant Accounting Policies Organization 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 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. In May of 2015, we opened our first testing lab in Nevada and have plans to open labs in other legal states. Our customers were not fully operational when we opened our lab. As a result, we had minimal revenues for the first four months of operations and our customers have subsequently been steadily opening their businesses. ● TNM 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 Corp. develops digital pathology systems to Stock Split All share and per share amounts herein have been given retroactive effect to the 1-for-10 reverse stock split of the Company’s common stock effected May 27, 2015 (See Note 10). 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, 2015. 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. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at December 31, 2015: State of Name of Entity (1) Incorporation Relationship DigiPath, Inc. (2) Nevada Parent DigiPath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc. (3) Colorado Subsidiary (1) (2) (3) The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “DigiPath” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Equity Method Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors including, among others, representation on the Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s Consolidated Balance Sheets and Statements of Operations; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Equity in losses of unconsolidated entity” in the Consolidated Statements of Operations. The Company’s carrying value in an equity method Investee company is reflected in the caption “Investment in DigiPath Corp.” in the Company’s Consolidated Balance Sheets. U.S. GAAP considers a change in reporting entity to include “changing specific subsidiaries that make up the group of entities for which consolidated financial statements are presented.” Circumstances may arise where a parent’s controlling financial interest (e.g., generally an ownership interest in excess of 50 percent of the outstanding voting stock) is reduced to a noncontrolling investment that still enables it to exercise significant influence over the operating and financial policies of the investee. A change that results from changed facts and circumstances (such as a partial sale of a subsidiary), where there was only one acceptable method of accounting prior to the change in circumstances (consolidation) and only one acceptable method of accounting after the change (equity method accounting), is not a change in reporting entity and is not be accounted for retrospectively. Accordingly, a change from a controlling interest to a noncontrolling investment accounted for under the equity method is accounted for prospectively from the date of change in control. When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the Investee company or has committed additional funding. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. Reclassifications Certain prior period 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 Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short term nature of the instruments. In addition, the Company had debt instruments that required fair value measurement on a recurring basis. 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. With respect to our cannabis lab testing revenues, we sell our services on a determinable fixed fee per test, or panel of tests basis, and offer a discounted price for customers that agree to enter into exclusive, long term contracts. We typically require payment prior to the delivery of results. As such, revenues are recognized upon the delivery of results, which coincide with the completion of the tests. Stock-Based Compensation The Company accounts for equity instruments issued to employees as compensation in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and equity-based payments as compensation to non-employees pursuant to ASC 505-50 (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 at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement—Presentation by Eliminating the Concept of Extraordinary Items -01 is intended to reduce complexity and cost of compliance with GAAP by eliminating the concept of extraordinary items in the statement of operations. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted. The Company adopted ASU 2015-01 as of October 1, 2015. The adoption did not have a material impact on the Company's consolidated financial statements and disclosures. In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360:)Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity 1. The component of an entity or group of components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. 2. The component of an entity or group of components of an entity is disposed of by sale. 3. The component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff). ASU 2014-08 is effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company adopted ASU 2014-08 for the fiscal year ended September 30, 2015. 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.

Going Concern

Going Concern	3 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 2 – Going Concern As shown in the accompanying condensed consolidated financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of ($8,465,373), and as of December 31, 2015, the Company’s cash on hand may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Investment, Equity Method

Investment, Equity Method	3 Months Ended
	Dec. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]
Investment, Equity Method	Note 3 – Investment, Equity Method On October 1, 2015, as more fully described in Note 4 below, we divested two-thirds of DigiPath Corp. when warrant holders in DigiPath Corp. acquired one-third interest through the exercise of warrants held by Steven D. Barbee, our former Director, and the other warrant holder acquired another one-third interest through the sale of new issuances, commensurate with the cancellation of previously issued warrants. We now own a minority interest of approximately 33.34%. As a result, the comparative statement of operations for the three months ended December 31, 2014, which included the accounts of the digital pathology business segment, on a consolidated basis, has been restated to reflect adjustments of line items for revenue and costs applicable to the digital pathology business segment and to reflect the losses of this business on the equity basis of accounting. The original investment was adjusted to fair value on October 1, 2015, resulting in a carrying value of $106,675 and an “Equity in losses of unconsolidated entity” of $938,251 was recognized during the three months ended December 31, 2015, consisting of an impairment of $893,325 on the adjustment from the carrying value to the fair value and $44,926 of the Company’s pro-rata share of the quarterly loss. The operating results of the Digital Pathology business, which have been extracted and presented as “Equity in losses of unconsolidated entity” within the statements of operations, are summarized below: Condensed Statements of Operations Information: For the Three Months Ended December 31, 2015 2014 Revenues $ 12,458 $ 171,509 Cost of sales 10,674 119,868 Gross profit 1,784 51,641 Expenses: General and administrative 41,842 194,146 Total operating expenses 41,842 194,146 Net operating loss (40,058 ) (142,505 ) Other income (expense) (4,868 ) (550 ) Net loss $ (44,926 ) $ (143,055 )

Related Party Transactions

Related Party Transactions	3 Months Ended
	Dec. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 – Related Party Transactions Divestiture of Wholly-Owned Subsidiary, DigiPath Corp. On October 1, 2015, DigiPath, Inc., entered into an Omnibus Agreement and Amendment (the “Agreement”) with DigiPath Corp., and our former Director, Steven D. Barbee. Pursuant to the Agreement, among other things: ● The exercise price of the warrant held by Mr. Barbee to purchase 3,000,000 shares of common stock of DigiPath Corp. (the “Barbee Warrant”) was reduced from $0.10 per share to $0.0333333 per share, and Mr. Barbee subsequently exercised the warrant. ● Mr. Barbee resigned as a director of the Company. ● The Consulting, Confidentiality and Proprietary Rights Agreement, dated as of May 30, 2014, between the Company and Mr. Barbee, as amended, was terminated. ● Indebtedness of approximately $18,201 owed by the Company to DigiPath Corp. was cancelled. ● DigiPath Corp. was provided with the right to require the Company to change its name so as not to include the name “DigiPath” in the event of the sale of all or substantially all of the assets or capital stock of DigiPath Corp., or a merger of DigiPath Corp. following which the Company ceases to be a shareholder of DigiPath Corp., in each case, that occurs within 12 months following the date of the Agreement. ● The Company, as a shareholder of DigiPath Corp, was provided with (i) rights of first-refusal and co-sale rights with respect to sales of common stock of DigiPath Corp by Barbee, and (ii) pre-emptive rights with respect to issuances of common stock by DigiPath Corp. Concurrently with the execution of the Agreement, DigiPath Corp. agreed to issue 3,000,000 shares of its common stock to a third party for an aggregate purchase price of $100,000, and an affiliate of such party agreed to surrender 60,000 shares of Series A Preferred of the Company for cancellation, and terminate a previously held warrant to purchase 3,000,000 shares of common stock of DigiPath Corp. As a result of such issuance of shares of DigiPath Corp common stock, and after giving effect to the exercise of the Barbee Warrant, the Company continued to hold approximately 33.34% of the outstanding shares of common stock of DigiPath Corp. Following the execution of the Agreement, Mr. Barbee continued to serve as the President and sole director of DigiPath Corp.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Note 5 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. he following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2015 and September 30, 2015, respectively: Fair Value Measurements at December 31, 2015 Level 1 Level 2 Level 3 Assets Cash $ 63,733 $ - $ - Available-for-sale securities 10,600 - - Investment in DigiPath Corp. - - 54,431 Total assets 74,333 - 54,431 Liabilities None - - - Total liabilities - - - $ 74,333 $ - $ 54,431 Fair Value Measurements at September 30, 2015 Level 1 Level 2 Level 3 Assets Cash $ 481,095 $ - $ - Available-for-sale securities 14,000 - - Total assets 495,095 - - Liabilities None - - - Total liabilities - - - $ 495,095 $ - $ - The fair value of our intellectual properties are deemed to approximate book value, and are considered Level 3 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended December 31, 2015 or the year ended September 30, 2015. We recognized total impairment losses of $893,325 on our ownership interest in DigiPath Corp. during the three months ended December 31, 2015, and impairment losses of $328,336 on our intellectual properties during the year ended September 30, 2015.

Accounts Receivable

Accounts Receivable	3 Months Ended
	Dec. 31, 2015
Receivables [Abstract]
Accounts Receivable	Note 6 – Accounts Receivable Accounts receivable was $20,804 and $6,146 at December 31, 2015 and September 30, 2015, respectively, net of allowance for uncollectible accounts of $24,146 and $36,715 at December 31, 2015 and September 30, 2015, respectively.

Note Receivable

Note Receivable	3 Months Ended
	Dec. 31, 2015
Receivables [Abstract]
Note Receivable	Note 7 – Note Receivable On December 17, 2014, DigiPath, Inc. made an unsecured $250,000 loan to DigiPath Corp., a wholly-owned subsidiary at the time, bearing interest at 6% and maturing on December 17, 2015. On October 1, 2015, we amended the note to extend the maturity date to September 30, 2016. Commensurate with the change in ownership of DigiPath Corp. from 100% to approximately 33.34%, we recognized an allowance for uncollectible accounts. The balance of the allowance for uncollectible accounts, including interest of $15,625, was $265,625 at December 31, 2015.

Available-for-Sale Securities

Available-for-Sale Securities	3 Months Ended
	Dec. 31, 2015
Schedule of Investments [Abstract]
Available-for-Sale Securities	Note 8 – Available-for-Sale Securities Available-for-sale securities consist of the following at December 31, 2015 and September 30, 2015: For the Three Months Ended December 31, 2015 Gains in Losses in Accumulated Accumulated Other Other Estimated Amortized Comprehensive Comprehensive Fair Cost Income Income Value Common stock $ 50,000 - $ (39,400 ) $ 10,600 Total available-for-sale securities $ 50,000 - $ (39,400 ) $ 10,600 For the Year Ended September 30, 2015 Gains in Losses in Accumulated Accumulated Other Other Estimated Amortized Comprehensive Comprehensive Fair Cost Income Income Value Common stock $ 50,000 - $ (36,000 ) $ 14,000 Total available-for-sale securities $ 50,000 - $ (36,000 ) $ 14,000 Common stock consisted of a purchase of 400,000 shares of common stock acquired in March of 2015, in the amount of $50,000 in Blue Line Protection Group, Inc., a Nevada corporation.

Fixed Assets

Fixed Assets	3 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Fixed Assets	Note 9 – Fixed Assets Fixed assets consist of the following at December 31, 2015 and September 30, 2015: December 31, 2015 September 30, 2015 Software $ 121,617 $ 131,636 Office equipment 35,467 35,467 Furniture and fixtures 1,248 14,607 Lab equipment 809,056 835,006 Leasehold improvements 487,066 487,066 1,454,454 1,503,782 Less: accumulated depreciation (135,507 ) (130,091 ) Total $ 1,318,947 $ 1,373,691 During the three months ended December 31, 2015, we disposed of furniture and fixtures and software with a net book value of $3,122, consisting of a historical cost basis of $58,798 and accumulated depreciation and amortization of $55,676, pursuant to the deconsolidation of DigiPath Corp. No gain or loss was recognized on the disposal. During the year ended September 30, 2015, we realized a loss on the disposal of leasehold improvements in the amount of $8,303 when we terminated a lease whereby we had capitalized improvements with a historical cost basis of $13,586 and a net carrying value of $8,303 upon disposal. Depreciation and amortization expense totaled $61,092 and $2,610 for the three months ended December 31, 2015 and 2014, respectively.

Changes in Stockholders' Equity

Changes in Stockholders' Equity	3 Months Ended
	Dec. 31, 2015
Equity [Abstract]
Changes in Stockholders' Equity	Note 10 – Changes in Stockholders’ Equity Reverse Stock Split Effective May 27, 2015, the Company effected the 1 for 10 Reverse Stock Split. No fractional shares were issued, and no cash or other consideration was paid in connection with the Reverse Stock Split. Instead, the Company issued one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Company was authorized to issue 900,000,000 shares of common stock prior to the Reverse Stock Split. As a result of the Reverse Stock Split, the Company’s authorized shares decreased ratably to 90,000,000 shares of common stock. The Reverse Stock Split did not have any effect on the stated par value of the common stock, or the Company’s authorized preferred stock. Unless otherwise stated, all share and per share information in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the Reverse Stock Split. Convertible 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 (“Series A Preferred”). The Board of Directors is authorized to determine any number of series into which shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Effective as of April 4, 2014, the designations, rights and preferences of the preferred shares changed to blank check preferred. As of December 31, 2015, there were 4,071,442 shares of Series A Preferred issued and outstanding. Shares of Series A Preferred are convertible into common stock at a fixed conversion rate of $0.02 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 4,071,442 shares of Series A Preferred outstanding at December 31, 2015 are convertible into 20,357,210 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. Preferred Stock Conversions On October 29, 2015, a shareholder converted 100,000 shares of Series A Preferred into 500,000 shares of common stock. The stock was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On October 8, 2015, a shareholder converted 120,000 shares of Series A Preferred into 600,000 shares of common stock. The stock was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Preferred Stock Cancellation On October 1, 2015, a shareholder cancelled 60,000 shares of Series A Preferred as part of the divestiture of DigiPath Corp. Common Stock Common stock consists of $0.001 par value, 90,000,000 shares authorized, of which 15,129,372 shares were issued and outstanding as of December 31, 2015. Common Stock Sales On December 21, 2015, the Company sold 166,667 units, consisting of 166,667 shares of its common stock and an equal number of warrants, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $25,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On November 23, 2015, the Company sold 100,000 units, consisting of 100,000 shares of its common stock and an equal number of warrants, exercisable at $0.40 per share over a thirty six month period, in exchange for total proceeds of $20,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. Amortization of Stock Options A total of $23,102 of stock-based compensation expense was recognized from the amortization of options over their vesting period during the three months ended December 31, 2015.

Common Stock Options

Common Stock Options	3 Months Ended
	Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Common Stock Options	Note 11 – Common Stock Options Stock Incentive Plan On March 5, 2012, we adopted our 2012 Stock Incentive Plan (the “2012 Plan”) providing for the issuance of up to 500,000 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 3,000,000. 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. Options Granted On November 20, 2015, the Company granted 500,000 fully vested common stock options as compensation for services to a consultant. The options are exercisable over a three year period at an exercise price of $0.181 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 234% and a call option value of $0.1734, was $86,708. Options Expired No options expired during the three months ended December 31, 2015. Options Exercised No options were exercised during the three months ended December 31, 2015.

Common Stock Warrants

Common Stock Warrants	3 Months Ended
	Dec. 31, 2015
Equity [Abstract]
Common Stock Warrants	Note 12 – Common Stock Warrants Warrants Granted On December 21, 2015, the Company sold 166,667 units, consisting of 166,667 shares of its common stock and an equal number of warrants, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $25,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On November 23, 2015, the Company sold 100,000 units, consisting of 100,000 shares of its common stock and an equal number of warrants, exercisable at $0.40 per share over a thirty six month period, in exchange for total proceeds of $20,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. Warrants Expired No warrants expired during the three months ended December 31, 2015. Warrants Exercised No warrants were exercised during the three months ended December 31, 2015.

Other Income

Other Income	3 Months Ended
	Dec. 31, 2015
Other Income and Expenses [Abstract]
Other Income	Note 13 – Other Income Other income consists of rental income for office space subleased to GB Sciences, Inc. at a monthly fee of $6,000. The tenant is late on its monthly payments and we’ve recognized an allowance for doubtful accounts of $24,146 related to the unpaid lease payments at December 31, 2015. Other income was $18,000 and $-0- for the three months ended December 31, 2015 and 2014, respectively.

Gain on Debt Settlements

Gain on Debt Settlements	3 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
Gain on Debt Settlements	Note 14 – Gain on Debt Settlements On October 1, 2015, as part of the divestiture of DigiPath Corp., a total of $18,201 of intercompany debt owed from DigiPath, Inc. to DigiPath Corp. was forgiven by DigiPath Corp. As a related party, one third of the debt was eliminated and the remaining $12,133 was recognized as a gain on early extinguishment of debt. The Company evaluated the classification of this gain and determined that the gain does not meet the criteria for classification as an extraordinary item. As a result, the gain has been included as “Gain on early extinguishment of debt: under “Other income (expense)” within income from continuing operations in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2015.

Income Tax

Income Tax	3 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income Tax	Note 15 – Income Tax The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the three months ended December 31, 2015 and the year ended September 30, 2015, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2015, the Company had approximately $6,210,500 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2031. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2015 and September 30, 2015, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

Subsequent Events

Subsequent Events	3 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 16 – Subsequent Events Common Stock Sales On February 17, 2016, the Company sold 83,333 units, consisting of 83,333 shares of its common stock and an equal number of warrants, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $12,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On January 19, 2016, the Company sold 333,334 units, consisting of 333,334 shares of its common stock and an equal number of warrants, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. Common Stock Issued for Services On February 1, 2016, a total of 300,000 shares of common stock were awarded amongst three consultants to assist with acquisition activities over for a three month period. As of the date of this filing, the shares have not yet been issued. On January 1, 2016, the Company issued 25,000 shares of restricted common stock for investor relations services provided. On January 1, 2016, Mr. Bianco was awarded 500,000 shares of common stock for each calendar year of service, subject to a ratable “claw back” provision. As of the date of this filing, the shares have not yet been issued.

Organization, Basis of Presen22

Organization, Basis of Presentation and Significant Accounting Policies (Policies)	3 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization 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 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. In May of 2015, we opened our first testing lab in Nevada and have plans to open labs in other legal states. Our customers were not fully operational when we opened our lab. As a result, we had minimal revenues for the first four months of operations and our customers have subsequently been steadily opening their businesses. ● TNM 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 Corp. develops digital pathology systems to
Stock Split	Stock Split All share and per share amounts herein have been given retroactive effect to the 1-for-10 reverse stock split of the Company’s common stock effected May 27, 2015 (See Note 10).
Basis of Presentation	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, 2015. 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.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at December 31, 2015: State of Name of Entity (1) Incorporation Relationship DigiPath, Inc. (2) Nevada Parent DigiPath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc. (3) Colorado Subsidiary (1) (2) (3) The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “DigiPath” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
Equity Method	Equity Method Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors including, among others, representation on the Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s Consolidated Balance Sheets and Statements of Operations; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Equity in losses of unconsolidated entity” in the Consolidated Statements of Operations. The Company’s carrying value in an equity method Investee company is reflected in the caption “Investment in DigiPath Corp.” in the Company’s Consolidated Balance Sheets. U.S. GAAP considers a change in reporting entity to include “changing specific subsidiaries that make up the group of entities for which consolidated financial statements are presented.” Circumstances may arise where a parent’s controlling financial interest (e.g., generally an ownership interest in excess of 50 percent of the outstanding voting stock) is reduced to a noncontrolling investment that still enables it to exercise significant influence over the operating and financial policies of the investee. A change that results from changed facts and circumstances (such as a partial sale of a subsidiary), where there was only one acceptable method of accounting prior to the change in circumstances (consolidation) and only one acceptable method of accounting after the change (equity method accounting), is not a change in reporting entity and is not be accounted for retrospectively. Accordingly, a change from a controlling interest to a noncontrolling investment accounted for under the equity method is accounted for prospectively from the date of change in control. When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the Investee company or has committed additional funding. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.
Reclassifications	Reclassifications Certain prior period 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 Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short term nature of the instruments. In addition, the Company had debt instruments that required fair value measurement on a recurring basis.
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. With respect to our cannabis lab testing revenues, we sell our services on a determinable fixed fee per test, or panel of tests basis, and offer a discounted price for customers that agree to enter into exclusive, long term contracts. We typically require payment prior to the delivery of results. As such, revenues are recognized upon the delivery of results, which coincide with the completion of the tests.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for equity instruments issued to employees as compensation in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and equity-based payments as compensation to non-employees pursuant to ASC 505-50 (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 at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement—Presentation by Eliminating the Concept of Extraordinary Items -01 is intended to reduce complexity and cost of compliance with GAAP by eliminating the concept of extraordinary items in the statement of operations. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted. The Company adopted ASU 2015-01 as of October 1, 2015. The adoption did not have a material impact on the Company's consolidated financial statements and disclosures. In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360:)Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity 1. The component of an entity or group of components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. 2. The component of an entity or group of components of an entity is disposed of by sale. 3. The component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff). ASU 2014-08 is effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company adopted ASU 2014-08 for the fiscal year ended September 30, 2015. 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.

Organization, Basis of Presen23

Organization, Basis of Presentation and Significant Accounting Policies (Tables)	3 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Entities Under Common Control and Ownership	The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at December 31, 2015: State of Name of Entity (1) Incorporation Relationship DigiPath, Inc. (2) Nevada Parent DigiPath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc. (3) Colorado Subsidiary (1) (2) (3)

Investment, Equity Method (Tabl

Investment, Equity Method (Tables)	3 Months Ended
	Dec. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]
Schedule of Statements of Operations of Unconsolidated Entity	Condensed Statements of Operations Information: For the Three Months Ended December 31, 2015 2014 Revenues $ 12,458 $ 171,509 Cost of sales 10,674 119,868 Gross profit 1,784 51,641 Expenses: General and administrative 41,842 194,146 Total operating expenses 41,842 194,146 Net operating loss (40,058 ) (142,505 ) Other income (expense) (4,868 ) (550 ) Net loss $ (44,926 ) $ (143,055 )

Fair Value of Financial Instr25

Fair Value of Financial Instruments (Tables)	3 Months Ended
	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Summary of Financial Instruments at Fair Value on Recurring Basis	The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2015 and September 30, 2015, respectively: Fair Value Measurements at December 31, 2015 Level 1 Level 2 Level 3 Assets Cash $ 63,733 $ - $ - Available-for-sale securities 10,600 - - Investment in DigiPath Corp. - - 54,431 Total assets 74,333 - 54,431 Liabilities None - - - Total liabilities - - - $ 74,333 $ - $ 54,431 Fair Value Measurements at September 30, 2015 Level 1 Level 2 Level 3 Assets Cash $ 481,095 $ - $ - Available-for-sale securities 14,000 - - Total assets 495,095 - - Liabilities None - - - Total liabilities - - - $ 495,095 $ - $ -

Available-for-Sale Securities (

Available-for-Sale Securities (Tables)	3 Months Ended
	Dec. 31, 2015
Schedule of Investments [Abstract]
Schedule of Available-for-Sale Securities	Available-for-sale securities consist of the following at December 31, 2015 and September 30, 2015: For the Three Months Ended December 31, 2015 Gains in Losses in Accumulated Accumulated Other Other Estimated Amortized Comprehensive Comprehensive Fair Cost Income Income Value Common stock $ 50,000 - $ (39,400 ) $ 10,600 Total available-for-sale securities $ 50,000 - $ (39,400 ) $ 10,600

Fixed Assets (Tables)

Fixed Assets (Tables)	3 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Schedule of Fixed Assets	Fixed assets consist of the following at December 31, 2015 and September 30, 2015: December 31, 2015 September 30, 2015 Software $ 121,617 $ 131,636 Office equipment 35,467 35,467 Furniture and fixtures 1,248 14,607 Lab equipment 809,056 835,006 Leasehold improvements 487,066 487,066 1,454,454 1,503,782 Less: accumulated depreciation (135,507 ) (130,091 ) Total $ 1,318,947 $ 1,373,691

Organization, Basis of Presen28

Organization, Basis of Presentation and Significant Accounting Policies (Details Narrative)	May. 27, 2015	Dec. 31, 2015
Percentage in non-controlling interest		33.34%
Reverse stock split description	1-for-10 reverse stock split
Percentage of equity method interest		100.00%
Minimum [Member]
Percentage of equity method interest		20.00%
Maximum [Member]
Percentage of equity method interest		50.00%

Organization, Basis of Presen29

Organization, Basis of Presentation and Significant Accounting Policies - Schedule of Entities Under Common Control and Ownership (Details) - Entities Under Common Control and Ownership [Member]	3 Months Ended
	Dec. 31, 2015
Name of Entity	DigiPath, Inc.	[1],[2]
State of Incorporation	Nevada
Relationship	Parent
Name of Entity	DigiPath Labs, Inc.	[1]
State of Incorporation	Nevada
Relationship	Subsidiary
Name of Entity	TNM News, Inc.	[1]
State of Incorporation	Nevada
Relationship	Subsidiary
Name of Entity	GroSciences, Inc.	[1],[3]
State of Incorporation	Colorado
Relationship	Subsidiary
[1]	All entities are in the form of a corporation.
[2]	Holding company, which owns each of the wholly-owned subsidiaries. As of September 30, 2015, all subsidiaries were wholly-owned by the holding company.
[3]	Entity formed for prospective purposes, but has not incurred any income or expenses to date.

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Dec. 31, 2015	Sep. 30, 2015
Going Concern Details Narrative
Accumulated deficit	$ 8,465,373	$ 7,847,418

Investment, Equity Method (Deta

Investment, Equity Method (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Oct. 02, 2015
Equity Method Investments and Joint Ventures [Abstract]
Percentage in non-controlling interest	33.34%
Equity method investment fair value			$ 106,675
Equity in losses of unconsolidated entity	$ (938,251)
Impairment adjustment form the carrying value to fair value	893,325
Pro-rate share of quarterly loss	$ 44,926

Investment, Equity Method - Sch

Investment, Equity Method - Schedule of Statements of Operations of Unconsolidated Entity (Details) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Equity Method Investments and Joint Ventures [Abstract]
Revenues	$ 12,458	$ 171,509
Cost of sales	10,674	119,868
Gross profit	1,784	51,641
General and administrative	41,842	194,146
Total operating expenses	41,842	194,146
Net operating loss	(40,058)	(142,505)
Other income (expense)	(4,868)	(550)
Net loss	$ (44,926)	$ (143,055)

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Oct. 02, 2015	Dec. 31, 2015	Dec. 21, 2015	Nov. 23, 2015
Warrants exercise price per shares			$ 0.30	$ 0.40
DigiPath Corp [Member]
Number of warrants to purchase of common stock shares		3,000,000
Indebtedness owed	$ 18,201
Number of common stock shares issued		3,000,000
Number of common stock share value		$ 100,000
Percentage of outstanding shares of common stock		33.34%
DigiPath Corp [Member] | Series A Preferred Stock [Member]
Number of preferred stock shares and surrender and cancellation during the period		60,000
DigiPath Corp [Member] | Steven D. Barbee [Member]
Number of warrants to purchase of common stock shares	3,000,000
DigiPath Corp [Member] | Steven D. Barbee [Member] | Maximum [Member]
Warrants exercise price per shares	$ 0.10
DigiPath Corp [Member] | Steven D. Barbee [Member] | Minimum [Member]
Warrants exercise price per shares	$ 0.0333333

Fair Value of Financial Instr34

Fair Value of Financial Instruments (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Loss on impairment of ownership interests in Investee company	$ 893,325
Impairment losses on intellectual properties		$ 328,336

Fair Value of Financial Instr35

Fair Value of Financial Instruments - Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($)	Dec. 31, 2015	Oct. 02, 2015	Sep. 30, 2015
Investment in DigiPath Corp.		$ 106,675
Level 1 [Member]
Cash	$ 63,733		$ 481,095
Available-for-sale securities	$ 10,600		14,000
Investment in DigiPath Corp.
Assets	$ 74,333		$ 495,095
Total liabilities
Total	$ 74,333		$ 495,095
Level 2 [Member]
Cash
Available-for-sale securities
Investment in DigiPath Corp.
Assets
Total liabilities
Total
Level 3 [Member]
Cash
Available-for-sale securities
Investment in DigiPath Corp.	$ 54,431
Assets	$ 54,431
Total liabilities
Total	$ 54,431

Accounts Receivable (Details Na

Accounts Receivable (Details Narrative) - USD ($)	Dec. 31, 2015	Sep. 30, 2015
Receivables [Abstract]
Accounts receivable	$ 20,804	$ 6,146
Allowance for uncollectible accounts, net	$ 24,146	$ 36,715

Note Receivable (Details Narrat

Note Receivable (Details Narrative) - USD ($)	Dec. 17, 2015	Oct. 02, 2015	Dec. 31, 2015
Percentage of ownership interest			100.00%
Percentage of change in ownership interest			33.34%
Accrued interest			$ 15,625
Allowance for uncollectible accounts receivable			$ 265,625
DigiPath Corp [Member]
Unsecured loan	$ 250,000
Unsecured loan bearing interest rate	6.00%
Unsecured loan maturity date	Dec. 17, 2015
Unsecured loan extend maturity date		Sep. 30, 2016

Available-for-Sale Securities38

Available-for-Sale Securities (Details Narrative) - Blue Line Protection Group, Inc [Member]	1 Months Ended
	Mar. 31, 2015USD ($)shares
Number of common stock shares acquire during the period | shares	400,000
Number of ommon stock share value acquired during the period | $	$ 50,000

Available-for-Sale Securities -

Available-for-Sale Securities - Schedule of Available-for-Sale Securities (Details) - USD ($)	Dec. 31, 2015	Sep. 30, 2015
Common stock	$ 10,600	$ 14,000
Total available-for-sale securities	10,600	14,000
Amortized Cost [Member]
Common stock	50,000	50,000
Total available-for-sale securities	$ 50,000	$ 50,000
Gains In Accumulated Other Comprehensive Income [Member]
Common stock
Total available-for-sale securities
Losses In Accumulated Other Comprehensive Income [Member]
Common stock	$ (39,400)	$ (36,000)
Total available-for-sale securities	$ (39,400)	$ (36,000)

Fixed Assets (Details Narrative

Fixed Assets (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2015
Depreciation and amortization expense	$ 61,092	$ 2,610
Furniture, Fixtures And Software [Member]
Fixed assets book value	3,122
Fixed assets historical cost basis	58,798
Fixed assets accumulated depreciation and amortization	$ 55,676
Leasehold Improvements [Member]
Fixed assets book value			$ 8,303
Fixed assets historical cost basis			13,586
Disposal of fixed assets			$ 8,303

Fixed Assets - Schedule of Fixe

Fixed Assets - Schedule of Fixed Assets (Details) - USD ($)	Dec. 31, 2015	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
Software	$ 121,617	$ 131,636
Office equipment	35,467	35,467
Furniture and fixtures	1,248	14,607
Lab equipment	809,056	835,006
Leasehold improvements	487,066	487,066
Fixed Assets, Gross	1,454,454	1,503,782
Less: accumulated depreciation	(135,507)	(130,091)
Total	$ 1,318,947	$ 1,373,691

Changes in Stockholders' Equi42

Changes in Stockholders' Equity (Details Narrative) - USD ($)	Dec. 21, 2015	Nov. 23, 2015	Oct. 29, 2015	Oct. 08, 2015	Oct. 02, 2015	May. 27, 2015	Dec. 31, 2015	Sep. 30, 2015
Reverse stock split						1-for-10 reverse stock split
Common stock, shares authorized							90,000,000	90,000,000
Number of reverse stock split authorized shares decreased ratably shares of common stock						90,000,000
Preferred stock, shares authorized							10,000,000	10,000,000
Preferred stock, par value							$ 0.001	$ 0.001
Preferred stock, shares issued							4,071,442	4,351,442
Preferred stock, shares outstanding							4,071,442	4,351,442
Percentage of equity beneficial ownership							100.00%
Common stock par value							$ 0.001	$ 0.001
Common stock, shares issued							15,129,372	13,762,705
Common Stock, shares outstanding							15,129,372	13,762,705
Number of common stock purchased through issuance of warrants	166,667	100,000
Warrants exercise price per share	$ 0.30	$ 0.40
Warrants period	36 months	36 months
Proceeds from warrants exercisable	$ 25,000	$ 20,000
Stock-based compensation expense							$ 23,102
Series A Convertible Preferred Stock [Member]
Preferred stock, shares designated							6,000,000
Series A Preferred Stock [Member]
Preferred stock, shares issued							4,071,442
Preferred stock, shares outstanding							4,071,442
Preferred stock convertible into common stock at fixed conversion price per share							$ 0.02
Preferred stock convertible into common stock shares							20,357,210
Percentage of equity beneficial ownership							4.99%
Series A Preferred Stock [Member] | Shareholder [Member]
Stock conversion, shares converted			100,000	120,000
Stock conversion, shares issued			500,000	600,000
Number of preferred stock shares cancellation during the period					60,000

Common Stock Options (Details N

Common Stock Options (Details Narrative) - USD ($)	Nov. 20, 2015	May. 20, 2014	Mar. 05, 2012
Stock options exercisable period	3 years
Stock option exercise price per share	$ 0.181
Volatility rate	234.00%
Value of call option per share	$ 0.1734
Value of option	$ 86,708
Consultant [Member]
Number of shares granted fully vested common stock option	500,000
2012 Stock Incentive Plan [Member]
Number of shares issued under stock plan			500,000
Change in number if shares issued under stock plan		3,000,000

Common Stock Warrants (Details

Common Stock Warrants (Details Narrative) - USD ($)	Dec. 21, 2015	Nov. 23, 2015
Equity [Abstract]
Number of common stock purchased through issuance of warrants	166,667	100,000
Warrants exercise price per share	$ 0.30	$ 0.40
Warrants period	36 months	36 months
Proceeds from warrants exercisable	$ 25,000	$ 20,000

Other Income (Details Narrative

Other Income (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Other income	$ 18,000
GB Sciences, Inc [Member]
Monthly rent payable	6,000
Allowance for doubtful accounts	$ 24,146

Gain on Debt Settlements (Detai

Gain on Debt Settlements (Details Narrative) - USD ($)	Oct. 02, 2015	Dec. 31, 2015	Dec. 31, 2014
Gain on early extinguishment of debt		$ 12,133
DigiPath Corp [Member]
Forgiveness of debt owed	$ 18,201

Income Tax (Details Narrative)

Income Tax (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 21, 2015
Income Tax Disclosure [Abstract]
Net operating loss carry forwards		$ 6,210,500
Operating loss expiration year	2,031

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Feb. 17, 2016USD ($)$ / sharesshares	Feb. 01, 2016Consultantsshares	Jan. 19, 2016USD ($)$ / sharesshares	Jan. 01, 2016shares	Dec. 21, 2015USD ($)$ / sharesshares	Nov. 23, 2015USD ($)$ / sharesshares
Number of common stock purchased through issuance of warrants					166,667	100,000
Warrants exercise price per share | $ / shares					$ 0.30	$ 0.40
Warrants period					36 months	36 months
Proceeds from warrants exercisable | $					$ 25,000	$ 20,000
Subsequent Event [Member]
Number of common stock purchased through issuance of warrants	83,333		333,334
Warrants exercise price per share | $ / shares	$ 0.30		$ 0.30
Warrants period	36 months		36 months
Proceeds from warrants exercisable | $	$ 12,500		$ 50,000
Subsequent Event [Member] | Investor [Member]
Number of restricted common stock shares issued				25,000
Subsequent Event [Member] | Mr. Bianco [Member]
Number of restricted common stock shares issued				500,000
Subsequent Event [Member] | Consultants [Member]
Common stock shares issued for service		300,000
Number of consultants | Consultants		3