Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2017 | Apr. 06, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | Americann, Inc. | |
Entity Central Index Key | 1,508,348 | |
Trading Symbol | acan | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 19,366,000 | |
Document Type | S1 | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 1,627 | $ 24 |
Interest receivable | 2,521 | |
Current portion of prepaid land lease | 57,959 | |
Prepaid expenses and other current assets | 5,000 | 11,726 |
Note receivable | 247,378 | |
Total current assets | 64,586 | 261,649 |
Land held for sale | 1,611,312 | 2,250,809 |
Construction in progress | 680,028 | |
Furniture and equipment | 4,153 | 5,276 |
Website development costs | 12,680 | 26,514 |
Notes and other receivables (net of allowance of $469,699) | 780,315 | 780,315 |
Note receivable - related party | 125,327 | 57,693 |
Prepaid land lease and related deposits, net of current portion | 2,782,047 | 925,000 |
Security deposit | 3,110 | 3,110 |
Total assets | 6,063,558 | 4,310,366 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 624,623 | 385,380 |
Interest payable | 86,253 | 118,749 |
Other payables | 19,699 | 14,927 |
Notes payable | 1,070,000 | 1,157,997 |
Total current liabilities | 1,800,575 | 1,677,053 |
Notes payable - related party | 1,978,683 | 2,024,297 |
Total liabilities | 3,779,258 | 3,701,350 |
Commitments and contingencies - see Note 10 | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock | 1,937 | 1,703 |
Additional paid in capital | 10,959,188 | 6,512,244 |
Accumulated deficit | (8,676,825) | (5,904,931) |
Total stockholders' equity | 2,284,300 | 609,016 |
Total liabilities and stockholders' equity | $ 6,063,558 | $ 4,310,366 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Furniture and equipment, accmulated depreciation | $ 3,985 | $ 3,704 | $ 2,581 |
Website development costs, accumulation amortization | 32,278 | 28,820 | 14,986 |
Notes and other receivables, allowance | 469,699 | 469,699 | 469,699 |
Interest payable, related parties | 106,596 | 84,998 | 109,825 |
Notes payable discount | 843,452 | 0 | 35,250 |
Note payable, related party, discount | $ 41,696 | $ 47,037 | $ 72,651 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 19,366,000 | 19,366,000 | 17,031,000 |
Common stock, shares outstanding (in shares) | 19,366,000 | 19,366,000 | 17,031,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||
Consulting fees | $ 40,000 | $ 60,000 |
Total revenues | 40,000 | 60,000 |
Operating expenses: | ||
Advertising and marketing | 10,712 | 21,312 |
Professional fees | 415,173 | 571,141 |
General and administrative expenses | 1,412,314 | 583,739 |
Provision for doubtful accounts | 13,229 | |
Impairment of long-lived assets | 639,497 | 0 |
Total operating expenses | 2,477,696 | 1,189,421 |
Loss from operations | (2,437,696) | (1,129,421) |
Other income (expense): | ||
Interest income | 11,086 | 183,255 |
Interest expense | (201,367) | (162,834) |
Loss on extinguishment of debt | (991,939) | |
Interest expense - related party | (143,917) | (109,825) |
Total other income (expense) | (334,198) | (1,081,343) |
Net loss | $ (2,771,894) | $ (2,210,764) |
Basic and diluted loss per common share (in dollars per share) | $ (0.15) | $ (0.13) |
Weighted average common shares outstanding (in shares) | 19,007,371 | 17,031,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balances (in shares) at Sep. 30, 2015 | 16,631,000 | ||||
Balances at Sep. 30, 2015 | $ 1,663 | $ 5,007,497 | $ (3,694,167) | $ 1,314,993 | |
Stock-based compensation expense | 131,075 | 131,075 | |||
Stock option expense | 9,173 | 9,173 | |||
Stock issued for debt modification (in shares) | 400,000 | ||||
Stock issued for debt modification | $ 40 | 1,364,499 | 1,364,539 | ||
Net loss | (2,210,764) | $ (2,210,764) | |||
Balances (in shares) at Sep. 30, 2016 | 17,031,000 | 17,031,000 | |||
Balances at Sep. 30, 2016 | $ 1,703 | 6,512,244 | (5,904,931) | $ 609,016 | |
Stock-based compensation expense | 37,450 | 37,450 | |||
Stock option expense | 222,988 | 222,988 | |||
Net loss | (2,771,894) | (2,771,894) | |||
Shares and warrants issued to lessor (in shares) | 100,000 | ||||
Shares and warrants issued to lessor | $ 10 | 1,972,956 | $ 1,972,966 | ||
Stock issued for options exercised (in shares) | 50,000 | 50,000 | |||
Stock issued for options exercised | $ 5 | 37,495 | $ 37,500 | ||
Stock issued for cash, net (in shares) | 2,185,000 | ||||
Balances (in shares) at Sep. 30, 2017 | 19,366,000 | 19,366,000 | |||
Balances at Sep. 30, 2017 | $ 1,937 | 10,959,188 | (8,676,825) | $ 2,284,300 | |
Stock issued for cash, net | $ 219 | $ 2,176,055 | 2,176,274 | ||
Net loss | $ (1,374,364) | ||||
Balances (in shares) at Dec. 31, 2017 | 19,366,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (2,771,894) | $ (2,210,764) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 14,957 | 14,956 |
Provision for doubtful accounts | 13,229 | |
Stock based compensation and option expense | 260,438 | 140,249 |
Loss on extinguishment of debt | 991,939 | |
Impairment of long-lived assets | 639,497 | 0 |
Amortization of equity instruments issued to lessor | 39,456 | |
Amortization of debt discount/(premium) | 9,636 | 0 |
Changes in operating assets and liabilities: | ||
Interest receivable | 2,521 | 3,454 |
Bank overdraft | 10,616 | |
Prepaid expenses | 25,230 | 24,032 |
Accounts payable and accrued expenses | 49,319 | 300,082 |
Interest payable | (7,669) | 8,924 |
Interest payable - related party | (24,827) | 109,825 |
Other payables | 4,772 | 3,211 |
Net cash flows used in operations | (1,747,948) | (600,863) |
Cash flows from investing activities: | ||
Additions to construction in progress | (500,720) | |
Deposit on land | 0 | (725,000) |
Payments received on notes receivable | 247,378 | 338,927 |
Advances made on notes receivable - related party | (67,634) | (57,693) |
Advances made on notes receivable | (128,744) | |
Net cash flows used in investing activities | (320,976) | (572,510) |
Cash flows from financing activities: | ||
Common stock issued for cash, net | 2,176,274 | |
Proceeds from exercise of stock options | 37,500 | 0 |
Proceeds from note payable | 104,657 | 724,544 |
Proceeds from note payable - related party | 0 | 247,500 |
Payments on note payable - related party | (20,000) | 0 |
Payments on notes payable | (227,904) | 0 |
Net cash flows provided by financing activities | 2,070,527 | 972,044 |
Net increase (decrease) in cash and cash equivalents | 1,603 | (201,329) |
Cash and cash equivalents at beginning of period | 24 | 201,353 |
Cash and cash equivalents at end of period | 1,627 | 24 |
Supplementary Disclosure of Cash Flow Information: | ||
Cash paid for interest, related parties | 396,841 | 151,925 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activities: | ||
Shares and warrants issued to lessor as consideration for land lease | 1,972,966 | |
Construction in progress expenditures incurred but not yet paid | 179,308 | |
Common stock issued for related party debt settlement | 500,000 | |
Debt discount on new debt | 35,250 | |
Reclass note payable to related party (3rd party debt was released and assumed by related party) | 521,297 | |
Debt discount/premium due to debt modification | 72,651 | |
Warrants issued with debt modification | $ 756,637 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash paid for interest, related parties | $ 396,841 | $ 151,925 |
Related Parties [Member] | ||
Cash paid for interest, related parties | $ 194,358 | $ 194,358 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Current Assets: | ||||
Cash and cash equivalents | $ 732,355 | $ 1,627 | $ 24 | $ 201,353 |
Restricted cash | 365,480 | |||
Current portion of prepaid land lease | 57,959 | 57,959 | ||
Prepaid expenses and other current assets | 5,000 | 5,000 | 11,726 | |
Total current assets | 1,160,794 | 64,586 | 261,649 | |
Land held for sale | 1,611,312 | 2,250,809 | ||
Construction in progress | 681,181 | 680,028 | ||
Furniture and equipment | 3,872 | 4,153 | 5,276 | |
Website development costs | 9,222 | 12,680 | 26,514 | |
Notes and other receivables (net of allowance of $469,699) | 782,130 | 780,315 | 780,315 | |
Note receivable - related party | 131,589 | 125,327 | 57,693 | |
Prepaid land lease and related deposits, net of current portion | 2,767,557 | 2,782,047 | 925,000 | |
Security deposit | 3,110 | 3,110 | 3,110 | |
Total assets | 5,539,455 | 6,063,558 | 4,310,366 | |
Current Liabilities: | ||||
Accounts payable and accrued expenses | 429,320 | 624,623 | 385,380 | |
Interest payable | 115,337 | 86,253 | 118,749 | |
Other payables | 11,913 | 19,699 | 14,927 | |
Notes payable | 440,862 | 1,070,000 | 1,157,997 | |
Total current liabilities | 997,432 | 1,800,575 | 1,677,053 | |
Notes payable - related party | 1,973,342 | 1,978,683 | 2,024,297 | |
Total liabilities | 2,970,774 | 3,779,258 | 3,701,350 | |
Commitments and contingencies - see Note 10 | ||||
Stockholders' Equity: | ||||
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding | 0 | 0 | 0 | |
Common stock | 1,937 | 1,937 | 1,703 | |
Additional paid in capital | 12,617,933 | 10,959,188 | 6,512,244 | |
Accumulated deficit | (10,051,189) | (8,676,825) | (5,904,931) | |
Total stockholders' equity | 2,568,681 | 2,284,300 | 609,016 | |
Total liabilities and stockholders' equity | $ 5,539,455 | $ 6,063,558 | $ 4,310,366 |
Consolidated Balance Sheets (C9
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Furniture and equipment, accmulated depreciation | $ 3,985 | $ 3,704 | $ 2,581 |
Website development costs, accumulation amortization | 32,278 | 28,820 | 14,986 |
Notes and other receivables, allowance | 469,699 | 469,699 | 469,699 |
Interest payable, related parties | 106,596 | 84,998 | 109,825 |
Notes payable discount | 843,452 | 0 | 35,250 |
Note payable, related party, discount | $ 41,696 | $ 47,037 | $ 72,651 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 19,366,000 | 19,366,000 | 17,031,000 |
Common stock, shares outstanding (in shares) | 19,366,000 | 19,366,000 | 17,031,000 |
Consolidated Statements of Op10
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Consulting fees | $ 15,000 | |
Total revenues | 15,000 | |
Operating expenses: | ||
Advertising and marketing | 962 | 2,247 |
Professional fees | 151,987 | 150,404 |
General and administrative expenses | 434,862 | 288,433 |
Provision for doubtful accounts | 3,325 | |
Total operating expenses | 587,811 | 444,409 |
Loss from operations | (587,811) | (429,409) |
Other income (expense): | ||
Interest income | 8,077 | 27,187 |
Interest expense | (754,379) | (81,575) |
Other income (expense) | (2,861) | |
Interest expense - related party | (37,390) | (32,968) |
Total other income (expense) | (786,553) | (87,356) |
Net loss | $ (1,374,364) | $ (516,765) |
Basic and diluted loss per common share (in dollars per share) | $ (0.07) | $ (0.03) |
Weighted average common shares outstanding (in shares) | 19,366,000 | 18,286,435 |
Consolidated Statements of Ca11
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (1,374,364) | $ (516,765) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,739 | 3,740 |
Provision for doubtful accounts | 3,325 | |
Stock based compensation and option expense | 171,307 | 18,725 |
Loss on disposal of land | 2,861 | |
Amortization of equity instruments issued to lessor | 14,490 | |
Amortization of debt discount/(premium) | 708,645 | 21,668 |
Changes in operating assets and liabilities: | ||
Interest receivable | (8,077) | 2,521 |
Amounts due from WGP | (12,108) | |
Prepaid expenses | 13,477 | |
Accounts payable and accrued expenses | (178,215) | (233,708) |
Interest payable | 50,682 | (8,924) |
Interest payable - related party | (21,598) | (109,825) |
Other payables | 1,891 | 1,354 |
Deferred revenue | 30,000 | |
Net cash flows used in operations | (628,639) | (786,520) |
Cash flows from investing activities: | ||
Additions to construction in progress | (1,153) | |
Payments received on notes receivable | 86,231 | |
Advances made on notes receivable - related party | (64,993) | |
Advances made on notes receivable | (15,000) | |
Net cash flows used in investing activities | (1,153) | 6,238 |
Cash flows from financing activities: | ||
Common stock issued for cash, net | 1,806,274 | |
Proceeds from note payable | 1,726,000 | 24,657 |
Payments on note payable - related party | (20,000) | |
Payments on notes payable | (227,904) | |
Net cash flows provided by financing activities | 1,726,000 | 1,583,027 |
Net increase in cash, cash equivalents, and restricted cash | 1,096,208 | 802,745 |
Cash, cash equivalents, and restricted cash at beginning of period | 1,627 | 24 |
Cash, cash equivalents, and restricted cash at end of period | 1,097,835 | 802,769 |
Supplementary Disclosure of Cash Flow Information: | ||
Cash paid for interest, related parties | 54,040 | 164,450 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activities: | ||
Shares and warrants issued to lessor as consideration for land lease | 1,770,333 | |
Proceeds from sale of land used to satisfy debt obligations | 1,608,451 | |
Debt discount related to warrants issued with debt and beneficial conversion feature | $ 1,536,000 |
Note 1 - Description of Busines
Note 1 - Description of Business and Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1. AmeriCann, Inc. ("the Company", “we”, “our” or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010. On January 17, 2014, 93% The Company's business plan is to offer a comprehensive, turnkey package of services that includes consulting, design, construction and financing to approved and licensed marijuana operators throughout the United States. The Company's business plan is based on the anticipated growth of the regulated marijuana market in the United States. The Company's activities are subject to significant risks and uncertainties including failure to secure funding to properly expand its operations. Basis of Presentation The (a) balance sheet as of September 30, 2017, three December 31, 2017 2016, 10 December 4, 2017. not 2017 10 Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows: December 31, September 30, 2017 Cash and cash equivalents $ 732,355 $ 1,627 Restricted cash 365,480 - Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,097,835 $ 1,627 Amounts included in restricted cash represent those required to be set aside by a contractual agreement with a lender for the payment of specific construction related expenditures as part of the Company’s property development in Massachusetts. See Notes 5 10. Recent Accounting Pronouncements In July 2017, No. 2017 11, 260 480 815 no December 15, 2018, In May 2017, No. 2017 09, 718 1 2 718, 718. December 15, 2017, not In February 2017, No. 2017 05, 610 20 610 20, 610 20, May 2014 No. 2014 09, 606 December 15, 2017, No. 2014 09, In January 2017, No. 2017 03, 250 No. 2014 09, 606 No. 2016 02, 842 No. 2016 13, 326 not No. 2014 09 Between May 2014 December 2016, 606 five may December 15, 2017, not In November 2016, No. 2016 18, 230 December 15, 2017, first October 1, 2017. no In February 2016, No. 2016 02, 842 2016 02” 2016 02 2016 02, 12 2016 02 December 15, 2018 ( 2016 02 | NOTE 1. Description of Business AmeriCann, Inc. ("the Company", “we”, “our”, or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010. On January 17, 2014, 93% The Company's new business plan is to offer a comprehensive, turnkey package of services that includes consulting, design, construction and financing to approved and licensed marijuana operators throughout the United States. The Company's business plan is based on the anticipated growth of the regulated marijuana market in the United States. The Company's activities are subject to significant risks and uncertainties including failure to secure funding to expand its operations. Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the consolidated financial statements. Principles of Consolidation The consolidated financial statements include the accounts of AmeriCann, Inc. and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, deferred tax asset valuation and allowance and collectability of long-lived assets. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. See Note 3 Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, demand deposit accounts and temporary cash investments with maturities of ninety Income Taxes In accordance with ASC Topic 740, not not We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than- not" not no September 30, 2017, no no not Concentration of Credit Risks and Significant Customers Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, notes receivables, deposits, accounts receivables and notes receivable. We place our cash with high credit quality financial institutions. As of September 30, 2017, $125,327 $1,250,014 $469,699 3 For the years ended September 30, 2017 2016, one 4900 Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, 820 ASC Topic 820 820 Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. We had no no Derivative Liabilities We evaluate stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815 40, 815 40 none September 30, 2017 2016. Long-Lived Assets Our long-lived assets consisted of property, equipment and real estate and are reviewed for impairment in accordance with the guidance of the Topic ASC Topic 360, 205, may not third September 30, 2017, $639,497 no September 30, 2016. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three seven 360 45. Construction in progress (CIP) CIP consists of initial costs associated with the construction of our medical cannabis center, including interest expenses. When CIP is finished the asset will be transferred to property and equipment. No Capitalized Interest The Company capitalizes interest to construction in progress made in connection with medical center cannabis construction that are not $28,697 $0 September 30, 2017, 2016, Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a "performance commitment" which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may may not Non-Cash Equity Transactions Shares of equity instruments issued for noncash consideration are recorded at the estimated fair market value of the consideration granted based on the estimated fair market value of the equity instrument, or at the estimated fair market value of the goods or services received, whichever is more readily determinable. Stock-Based Compensation We account for share-based awards to employees in accordance with ASC Topic 718, 505 50, Related Parties A party is considered to be related to us if the party directly or indirectly or through one may one one one one Revenue Recognition We recognize revenue when (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured. Advertising Expense Advertising, promotional and selling expenses consisted of sales and marketing expenses, and promotional activity expenses. Expenses are recognized when incurred. General and Administrative Expense General and administrative expenses consisted of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. Loss per Share We compute net loss per share in accordance with the ASC Topic 260. Basic loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Shares issuable upon the exercise of equity instruments such as warrants and options were not Recently Adopted Accounting Pronouncements In August 2014, No. 2014 15, 205 40 January 1, 2017; not 2 Recently Issued Accounting Pronouncements Between May 2014 December 2016, 606 five may December 15, 2017, not 2018. In February 2016, No. 2016 02, 842 842 not December 15, 2018, may In March 2016, No. 2016 09, 718 1 2 3 December 15, 2016, In August 2016, No. 2016 15, 230 December 15, 2017, In November 2016, No. 2016 18, 230 December 15, 2017, not In January 2017, No. 2017 03, 250 No. 2014 09, 606 No. 2016 02, 842 No. 2016 13, 326 In March 2017, No. 2017 08, 310 20 December 15, 2018. In February 2017, No. 2017 05, 610 20 610 20, 610 20, May 2014 No. 2014 09, 606 December 15, 2017, No. 2014 09, In May 2017, No. 2017 09, 718 1 2 718, 718. December 15, 2017, not In July 2017, No. 2017 11, 260 480 815 no December 15, 2018, |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Substantial Doubt about Going Concern [Text Block] | NOTE 2. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $10,051,189 $8,676,825 December 31, 2017 September 30, 2017, $1,374,364 three December 31, 2017. $1,251,829 $469,699 may not may not April 7, 2017. no not January 18, 2018, $1,045,000 18% April 18, 2015 January 18, 2018 $523,023. $1,568,023, not Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no not | NOTE 2. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $8,676,825 $5,904,931 September 30, 2017 2016, $2,771,894 September 30, 2017 $1,735,989. $1,250,014 $469,699 may not may not April 7, 2017. January 8, 2018. To date, the Company has funded its operations primarily by way of the sale of equity securities, convertible note financing, short term financing from private parties, and advances from related parties. The Company currently needs to raise additional capital in order to fund operations, maintain the land lease agreement, as well as to make payments on existing liabilities. The Company is continuing to raise capital, as it did during the year ended September 30, 2017, $7 twelve September 1, 2017, $10,000,000 $20,000,000. October 5, 2017, $1,760,000. October 30, 2017 $800,000 three no may not |
Note 3 - Notes Receivables
Note 3 - Notes Receivables | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 3. Notes and other receivables as of December 31, 2017 September 30, 2017, December 31, September 30, 2017 Notes and other receivables from WGP, a licensed medical marijuana cultivator; $673,294 note secured by real and personal property of the borrower, interest rate of 18.0%; accrued consulting fees of $40,000, construction advances of $332,357 and accrued interest of $206,178. Net of reserves of $469,699. All amounts are due and payable immediately. 782,130 780,315 Related party note receivable from CCI, a non-profit corporation, financing of up to $2.5 million through April 2021, interest rate of 18.0%; monthly principal and interest payments commencing the sixth month after CCI begins to generate sales; construction and working capital advances of $119,635, and accrued interest of $11,954; unsecured. 131,589 125,327 $ 913,719 $ 905,642 The notes and other receivables from WGP are classified as long term due to ongoing disputes between the Company and WGP. The Company recently won an arbitration hearing against WGP, but will not | NOTE 3. Notes and Other Receivables consisted of the following: September 30, September 30, 2016 Note receivable from 4900 Jackson, LLC, a licensed dispensary, interest rate of 12.0%; monthly principal and interest payments of $50,000, with a balloon payment of $182,531 due on May 1, 2017; collateralized by the borrower's assets. $ - $ 247,378 Notes and other receivables from WGP, a licensed medical marijuana cultivator; $673,294 note secured by real and personal property of the borrower, interest rate of 18.0%; accrued consulting fees of $40,000, construction advances of $332,357 and accrued interest of $204,363. Net of reserves of $469,699. All amounts are due and payable immediately. 780,315 780,315 Related party note receivable from CCI, a non-profit corporation, financing of up to $2.5 million through April 2021, interest rate of 18.0%; monthly principal and interest payments commencing the sixth month after CCI begins to generate sales; construction and working capital advances of $119,635, and accrued interest of $5,692; unsecured. 125,327 57,693 905,642 1,085,386 Less: Current portion - 247,378 $ 905,642 $ 838,008 The notes and other receivables from WGP are classified as long term due to ongoing disputes between the Company and WGP. We filed a Demand for Arbitration against WGP on April 7, 2017. January 8, 2018. |
Note 4 - Land Held for Sale
Note 4 - Land Held for Sale | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Land [Member] | ||
Notes to Financial Statements | ||
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4. On July 31, 2014, five 4200 $2,250,809. October 5, 2017, $1,760,000 third September 30, 2017 $1,611,312, September 30, 2017 $1,611,312. The land sale was completed on December 4, 2017 $2,861 December 31, 2017 $990,000 $17,088 $601,363 $800,000 second | NOTE 4. On July 31, 2014, five $2,250,000. $990,000 March 15, 2018. 5 October 5, 2017, $1,760,000 $639,497 September 30, 2017 $1,611,312, September 30, 2017 $1,611,312. |
Note 5 - Notes Payable
Note 5 - Notes Payable | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | NOTE 5. Unrelated The Company maintained a loan secured by a first five December 31, 2017, $990,000 4. On August 25, 2017, $150,000. 12% May 31, 2018. December 31, 2017, $89,677 $4,311. $3,057 $0 three December 31, 2017 2016, Convertible loans On October 5, 2017, $128,000 12% October 5, 2018. April 5, 2018 may 15% 35%. April 5, 2018, may not April 5, 2018, $1.35, 1 65 2 $1.00, $1.35, 1 2 two fifteen $3,000 December 31, 2017. not no December 31, 2017. $750 $0 three December 31, 2017 2016, On November 13, 2017, $68,000 12% November 13, 2018. May 13, 2018 may 15% 35%. May 13, 2018, may not May 13, 2018, $1.35, 1 65 2 $1.00, $1.35, 1 2 two fifteen $3,000 December 31, 2017. not no December 31, 2017. $500 $0 three December 31, 2017 2016, Construction loan On October 30, 2017 $800,000 three first 3 Nov 17, 2017, The loan bears interest at 8% April 30, 2018. $1.50, may 5 As further consideration for the loan, the Company issued warrants to the Lenders which allow the Lenders to purchase up to 660,000 $1.50 October 30, 2022. 660,000 $442,388 $357,612 As described in Note 4, December 4, 2017, $601,363 not $712,736 $0 three December 31, 2017 2016, Convertible Note Offering On December 29, 2017 $800,000 8% December 31, 2018. may $1.50 The note holders also received warrants which entitle the note holders to purchase up to 533,333 $1.50 October 17, 2022. GVC Capital LLC acted as the placement agent for the offering and received a cash commission of $64,000, 106,667 $1.50 December 29, 2022. The Company allocated the proceeds between the note and the warrants based on their relative fair values. The relative fair value of the 640,000 $607,024 $128,976 In connection with the offering, the Company paid fees of $64,000 $48,562 $15,438, All debt discounts are being recognized on a straight-line basis over the terms of the notes. As the transaction occurred just prior to the quarter end, no December 31, 2017. Related Party On February 1, 2016, $200,000. May 1, 2016, $1,000,000. July 14, 2016, $521,297 $2,431,646. one On July 14, 2016, two Of the amounts owed to SCP, $500,000 400,000 $1.25 The remaining $1,931,646 two The first $1,000,000, 9.5% December 31, 2019. $1.25 not If the average closing price of our common stock is at least $2.50 twenty twenty 100,000 may, 10 twenty 45 The second $931,646, 8% December 31, 2019. not first December 31, 2019. Accrued interest on these notes payable was $106,596 $84,998 December 31, 2017 2016, In connection with the debt modification agreement, we issued SCP warrants to purchase 800,000 $1.50 800,000 $3.00 June 30, 2020. $72,651 December 31, 2017, $1,931,646, $41,696. $5,341 $9,763 three December 30, 2017 2016. | NOTE 5. Unrelated On September 15, 2015, $900,000. 12% March 16, 2016. $650,000 April 6, 2016, $990,000, 18% March 15, 2017. 470 50, $90,000 September 30, 2016. March 15, 2017, March 15, 2018, 18% may $188,100 $150,497 September 30, 2017 2016, As of September 30, 2016, $203,247 8% 18%, December 14, 2016, January 15, 2017, $75,000 $0.75. 75,000 $0.75 75,000 $1.25 September 15, 2020. $35,250 $35,250 September 30, 2017, $24,657 $227,904. September 30, 2017, $0. September 30, 2017, no no $4,267 $12,337 September 30, 2017 2016, On August 25, 2017, $150,000. 12% May 31, 2018. September 30, 2017, $80,000. September 30, 2017, $1,255. $1,255 $0 September 30, 2017 2016, Related Party On February 1, 2016, $200,000. May 1, 2016, $1,000,000. July 14, 2016, $521,297 $2,431,646. one On July 14, 2016, two Of the amounts owed to SCP, $500,000 400,000 $1.25 The remaining $1,931,646 two The first $1,000,000, 9.5% December 31, 2019. $1.25 not September 30, 2017, $47,630. If the average closing price of our common stock is at least $2.50 twenty twenty 100,000 may, 10 twenty 45 The second $931,646, 8% December 31, 2019. not second first December 31, 2019. September 30, 2017, $37,368. The Company analyzed the modification of the note under ASC Topic 470, $901,939 September 30, 2016. In connection with the debt modification agreement, we issued SCP warrants to purchase 800,000 $1.50 800,000 $3.00 June 30, 2020. 9 $72,651 At September 30, 2017, $1,978,683, $47,037. $25,614 $0 September 30, 2017 2016, |
Note 6 - Related Party Transact
Note 6 - Related Party Transactions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Related Party Transactions Disclosure [Text Block] | NOTE 6. Strategic Capital Partners. December 31, 2017 September 30, 2017, $1,931,646 $1,978,683, Interest expense was $37,390 $32,968 three December 31, 2017 2016, $106,596 $84,998 December 31, 2017 September 30, 2017, $21,133 December 31, 2017. Coastal Compassion. April 7, 2016, one Pursuant to the agreements, we agreed to provide CCI with financing of up to $2.5 five 18% three April 1, 2016, $10,000 not As of December 31, 2017, $131,589, $119,635, $11,954. | NOTE 6. Strategic Capital Partners. September 30, 2017 2016, $1,978,683 $2,024,297, July 14, 2016, $500,000 400,000 $1,931,646 two 5 9. Interest expense was $143,917 $109,825 September 30, 2017 2016, $84,998 $109,825 September 30, 2017 September 30, 2016, 2017, $194,358, $20,000, no 2016, $247,500 no Coastal Compassion. April 7, 2016, one Pursuant to the agreements, we agreed to provide CCI with financing of up to $2.5 five 18% three April 1, 2016, $10,000 not six not As of September 30, 2017, $125,327, $119,635, $5,692. |
Note 7 - Earnings Per Share
Note 7 - Earnings Per Share | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Earnings Per Share [Text Block] | NOTE 7. The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended December 31, 2017 2016 Net loss attributable to common stockholders $ (1,374,364 ) $ (516,765 ) Basic weighted average outstanding shares of common stock 19,366,000 18,236,435 Dilutive effects of common share equivalents - - Dilutive weighted average outstanding shares of common stock 19,366,000 18,236,435 Basic and diluted net loss per share of common stock $ (0.07 ) $ (0.03 ) As of December 31, 2017, 1,305,000 11,566,000 December 31, 2016, 1,205,000 9,981,000 | NOTE 7. The following table sets forth the computation of basic and diluted net loss per share: Year Ended September 30, 2017 2016 Net loss attributable to common stockholders $ (2,771,894 ) $ (2,210,764 ) Basic weighted average outstanding shares of common stock 19,007,371 17,031,000 Dilutive effects of common share equivalents - - Dilutive weighted average outstanding shares of common stock 19,007,371 17,031,000 Basic and diluted net loss per share of common stock $ (0.15 ) $ (0.13 ) As of September 30, 2017, 1,305,000 10,166,000 September 30, 2016, 1,205,000 4,341,000 |
Note 8 - Income Taxes
Note 8 - Income Taxes | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Income Tax Disclosure [Text Block] | NOTE 8. We did not three December 31, 2017. not December 31, 2017. As of December 31, 2017, not no September 30, 2017. | NOTE 8. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC Topic 740. 2015 17, September 30, 2016. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The components of the deferred income tax assets and liabilities arising under ASC Topic 740 September 30, 2017 2016 Deferred tax assets $ - $ - Deferred tax liabilities - - Net deferred tax assets/(liabilities) $ - $ - The types of temporary differences between the tax basis of assets and their financial reporting amounts that give rise to a significant portion of the deferred assets and liabilities are as follows: September 30, 2017 2016 Temporary Difference Tax Effect Temporary Difference Tax Effect Deferred tax assets Net operating loss $ 1,789,958 $ 663,358 $ 1,156,331 $ 428,536 Other temporary differences 716,750 265,628 9,261 3,432 Net deferred tax assets 2,506,708 928,986 1,165,592 431,968 Valuation allowance (2,506,708 ) (928,986 ) (1,165,592 ) (431,968 ) Total deferred tax asset - - - - Deferred tax liabilities Total deferred liability - - - - Total net deferred tax asset $ - $ - $ - $ - At September 30, 2017 September 30, 2016, $4,370,404 $2,551,748 2034. $928,986 $431,968 100% September 30, 2017 September 30, 2016 $497,018 $27,396. A reconciliation of the U.S. statutory federal income tax rate to the effective tax rate is as follows: September 30, 2017 2016 U.S. Federal statutory graduated rate 34.00 % 34.00 % State income tax rate, net of federal benefit 3.06 % 3.06 % Total rate 37.06 % 37.06 % Less: Net operating loss for which no benefit is currently available (37.06 )% (37.06 )% Net effective rate 0.00 % 0.00 % The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods are September 30, 2015, 2016, 2017. |
Note 9 - Equity
Note 9 - Equity | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 11. Equity Line Agreement. December 12, 2017, $10,000,000 During the term of the Agreement, the Company, at its sole discretion, may one 10 $500,000. A closing will occur on the date which is no five no seven The amount to be paid by MSC on a particular Closing Date will be determined by dividing the dollar amount specified in the Put Notice by the Purchase Price. The Purchase Price is 90% five no may not The Company may 75% may, not $1.00 The Company is under no The equity line agreement has a term of 18 may December 31, 2017, not Warrants. three December 31, 2017 Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding and exercisable at September 30, 2017 10,166,000 $ 3.68 2.4 $ - Granted 1,400,000 $ 1.50 4.8 Cancelled - Exercised - Outstanding as of December 31, 2017 11,566,000 $ 3.42 2.4 $ 20,461,100 Vested and expected to vest at December 31, 2017 11,566,000 $ 3.42 2.4 $ 20,461,100 Exercisable at December 31, 2017 7,826,000 $ 5.50 2.2 $ 8,954,500 As disclosed in Notes 5 10, 1,400,000 $1.50 ● Expected term – 3 5 ● Volatility – 163% 176% ● Risk-free rate – 1.73% 2.00% ● Stock price - $1.74 $4.09 ● Expected dividends – $0 For those warrants that were issued with debt, the proceeds were allocated to the respective instruments on a pro rata basis based on the fair value of each instrument. See Note 5. | NOTE 9. Preferred Stock The Company has authorized 20,000,000 $.0001 No September 30, 2017 2016. Common Stock On July 14, 2016, $500,000 400,000 $1.25 5. On November 7, 2016, 2,000,000 $1.00 one one one $3.00 November 4, 2020. 43% $2,000,000 $6,000,000 $193,726 On March 21, 2017, 50,000 50,000 $37,500. During the year ended September 30, 2017, 185,000 $2.00 one one one $5.00 May 18, 2021. 48% $370,000 $925,000 On September 1, 2017, $10,000,000 $20,000,000. may one 10 $500,000. no five no seven 90% five no may not may 75% may, ● sell shares to MSC on the Closing Date using the Purchase Price; or ● provide MSC the opportunity to purchase some or all of the shares using the Minimum Price instead of the Purchase Price. The Company is under no 18 may September 30, 2017, not no Shares Issued to Officer In connection with an employment agreement described in Note 10, 1,200,000 $0.001 $0.75 $898,800 $0.75 $0.001 $37,450 $131,075 September 30, 2017 2016, September 30, 2017, no September 30, 2017, Shares Issued to Consultants On February 19, 2015, 50,000 December 1, 2014 25,000 25,000 six 12 $34,250 $0 $5,708 September 30, 2017 2016, Shares Issued to Lessor As described in Note 10, October 17, 2016, 100,000 $0.0001 3,640,000 $1.00 October 17, 2018 October 17, 2020. not Stock Options Options Issuances in 2016 There were no 2016. Options Issuances in 2017 On August 18, 2017, may 1,500,000 one August 18, 2017, 150,000 four $2.50 August 21, 2021. ● Risk-free interest rate – 1.62 ● Expected term – 4.0 ● Volatility – 179 As these options were fully vested at grant date, the full value of $222,988 no Summary Option Activity The following table shows the stock option activity for the years ended September 30, 2017 2016: Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding at September 30, 2015 1,205,000 $ 8.70 1.5 $ - Granted - - - - Cancelled - - - - Exercised - - - - Outstanding at September 30, 2016 1,205,000 $ 8.70 1.5 $ - Granted 150,000 $ 2.50 4.0 - Cancelled - - - - Exercised 50,000 $ 0.75 2.0 - Outstanding as of September 30, 2017 1,305,000 $ 8.29 0.9 $ - Vested and expected to vest at September 30, 2017 1,305,000 $ 8.29 0.9 $ - Exercisable at September 30, 2017 1,305,000 $ 8.29 0.9 $ - Stock based compensation expense related to the options was $222,988 $9,173 September 30, 2017 2016, September 30, 2017, no September 30, 2017 2016, $37,500 $0, Warrants Warrant Issuances in 2016 On July 14, 2016, $500,000 6 400,000 800,000 $1.50 800,000 $3.00 June 30, 2020. first $510,960 $1.02 $1.25 4 0.96% 100% 0% second $410,328 $1.02 $3.00 4 0.96% 100% 0% The warrants to purchase the first 800,000 45 $3.00 twenty twenty 100,000 The warrants to purchase the additional 800,000 45 $4.80 twenty twenty 100,000 On September 15, 2016, $25,000 three 75,000 $0.75 75,000 $1.25 September 15, 2020. Warrant Issuances in 2017 During the year ended September 30, 2017, 185,000 $2.00 one one one $5.00 May 18, 2021. 48% $370,000 $925,000 On November 7, 2016, 2,000,000 $1.00 one one one $3.00 November 4, 2020. 43% $2,000,000 $6,000,000 As described in Note 10, October 17, 2016, 100,000 $0.0001 3,640,000 $1.00 October 17, 2018 October 17, 2020. not The following table shows the warrant activity for the years ended September 30, 2017 2016: Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding at September 30, 2015 2,591,000 $ 8.92 2.7 $ - Granted 1,750,000 2.14 3.8 $ - Cancelled - - - - Exercised - - - - Outstanding at September 30, 2016 4,341,000 $ 6.19 2.1 $ - Granted 5,825,000 1.81 3.1 $ - Cancelled - - - - Exercised - - - - Outstanding as of September 30, 2017 10,166,000 $ 3.68 2.4 $ 3,756,000 Vested and expected to vest at September 30, 2017 10,166,000 $ 3.68 2.4 $ - Exercisable at September 30, 2017 6,526,000 $ 5.18 2.0 $ 480,000 |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Commitments and Contingencies Disclosure [Text Block] | NOTE 10. Coastal Compassion. April 7, 2016, one Pursuant to the agreements, we agreed to provide CCI with financing of up to $2.5 five 18% three April 1, 2016, $10,000 not As of December 31, 2017, $131,589, $119,635, $11,954. Operating Leases Land On October 17, 2016, 52.6 $925,000 $4,475,000. $3,550,000 47 As part of a simultaneous transaction, the Company assigned the property rights to MMP for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty 50 four 4 ten 10 The lease payments will be the greater of (a) $30,000 $0.38 1.5% not five 5 Between October 17, 2016 April 17, 2017, April 17, 2017. April 17, 2017, Under the terms of the lease, the Company had six $2.6 first six six October 17, 2017, 16 October 17, 2016 $2.6 100,000 $1.50 October 17, 2022. $171,307 three December 31, 2017, On February 16, 2018, 18 October 17, 2016 $2.6 50,000 $1.50 October 17, 2022. The Company received a credit for the $925,000 fifty 50 $1,542 In connection with the sale of the property to MMP and the lease, the Company and MMP entered into a Share Purchase Agreement pursuant to which the Company issued to MMP 100,000 $0.0001 3,640,000 $1.00 October 17, 2018 October 17, 2020. not ● Risk-free interest rate – 1.12 ● Expected term – 4.0 ● Volatility – 100 The Company allocated $1,899,966 $73,000, The lease expense was $108,625 $98,852 three December 31, 2017 2016. December 31, 2017, $256,122 2018, $341,496 2019 2022, $15,026,024 Office space The Company leases its office space located at 1550 80202 $1,845 Except as described above, the Company has no | NOTE 10. Officer Employment Agreement. March 25, 2014, three 50% $12,000 9. Investment Relations Consulting Agreement. December 1, 2014, $4,000 no September 30, 2017 2016. Consulting Agreement. December 1, 2014, no September 30, 2017 2016. MMCC. January 14, 2015, 52.6 47 may $100,000 Between August 2015 September 2016, October 14, 2016. $4,325,000 $725,000, September 30, 2016, $925,000 October 17, 2016, Operating Leases Land On October 17, 2016, 52.6 $925,000 $4,475,000. $3,550,000 47 As part of a simultaneous transaction, the Company assigned the property rights to MMP for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty 50 four 4 ten 10 The lease payments will be the greater of (a) $30,000 $0.38 1.5% not five 5 Between October 17, 2016 April 17, 2017, April 17, 2017. April 17, 2017, Under the terms of the lease, the Company had six 6 $2.6 first six 6 six 6 twelve 12 October 17, 2016, October 17, 2017, 16 October 17, 2016 $2.6 100,000 $1.50 October 17, 2017 October 17, 2022. The Company received a credit for the $925,000 fifty 50 $1,542 In connection with the sale of the property to MMP and the lease, the Company and MMP entered into a Share Purchase Agreement pursuant to which the Company issued to MMP 100,000 $0.0001 3,640,000 $1.00 October 17, 2018 October 17, 2020. not ● Risk-free interest rate – 1.12 ● Expected term – 4.0 ● Volatility – 115 The Company allocated $1,972,966 $73,000, $506,765 $0 September 30, 2017 2016, Office space The Company leases its office space located at 3200 $2,920 $3,110. $35,610 $35,145 September 30, 2017 2016, Automobiles The Company leases an automobile under an operating lease commencing October 4, 2014 39 $611 $7,390 $7,483 September 30, 2017 2016, At September 30, 2017, 2018 342,406 2019 341,496 2020 341,496 2021 341,496 2022 341,496 Thereafter 15,026,024 Total 16,734,414 |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Subsequent Events [Text Block] | NOTE 12. On April 7, 2017, January 18, 2018, $1,045,000 18% April 18, 2015 January 18, 2018 $523,023. $1,568,023, On February 12, 2018, $810,000 8% December 31, 2018. may $1.50 540,000 $1.50 October 17, 2022. As described in Note 10, February 16, 2018, 18 October 17, 2016 $2.6 50,000 $1.50 October 17, 2022. | NOTE 11. Convertible loans On October 5, 2017, $128,000 12% October 5, 2018. April 5, 2018 may 15% 35%. April 5, 2018, may not April 5, 2018, $1.35, 1 65 2 $1.00, $1.35, 1 2 On November 13, 2017, $68,000 12% November 13, 2018. May 13, 2018 may 15% 35%. May 13, 2018, may not May 13, 2018, $1.35, 1 65 2 $1.00, $1.35, 1 2 two fifteen Construction loan On October 30, 2017 $800,000 three first 3 Nov 17, 2017, The loan bears interest at 8% April 30, 2018. $1.50, may 5 The loan is secured by a second 10 ● use all or a portion of the net proceeds from the sale of the Denver property to purchase restricted shares of the Company’s common stock at a price of $1.50 ● have the net proceeds applied to the unpaid accrued interest and principal amount of the Loan. As further consideration for the loan, the Company issued warrants to the Lenders which allow the Lenders to purchase up to 660,000 $1.50 October 13, 2022. Amendment to Lease on property in Freetown, Massachusetts On October 17, 2016, 52.6 As part of a simultaneous transaction, the Company sold the property to Massachusetts Medical Properties, LLC (“MMP”) and the Company and MMP entered into a lease, pursuant to which MMP leased the property to the Company for an initial term of fifty Under the terms of the lease, the Company had until October 16, 2017 first October 17, 2017 16 October 17, 2016 $2.6 first $2.6 16 October 17, 2016, As further consideration for the amendment to the lease, the Company issued a warrant which allows MMP to purchase 100,000 $1.50 October 17, 2022. |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1. AmeriCann, Inc. ("the Company", “we”, “our” or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010. On January 17, 2014, 93% The Company's business plan is to offer a comprehensive, turnkey package of services that includes consulting, design, construction and financing to approved and licensed marijuana operators throughout the United States. The Company's business plan is based on the anticipated growth of the regulated marijuana market in the United States. The Company's activities are subject to significant risks and uncertainties including failure to secure funding to properly expand its operations. Basis of Presentation The (a) balance sheet as of September 30, 2017, three December 31, 2017 2016, 10 December 4, 2017. not 2017 10 Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows: December 31, September 30, 2017 Cash and cash equivalents $ 732,355 $ 1,627 Restricted cash 365,480 - Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,097,835 $ 1,627 Amounts included in restricted cash represent those required to be set aside by a contractual agreement with a lender for the payment of specific construction related expenditures as part of the Company’s property development in Massachusetts. See Notes 5 10. Recent Accounting Pronouncements In July 2017, No. 2017 11, 260 480 815 no December 15, 2018, In May 2017, No. 2017 09, 718 1 2 718, 718. December 15, 2017, not In February 2017, No. 2017 05, 610 20 610 20, 610 20, May 2014 No. 2014 09, 606 December 15, 2017, No. 2014 09, In January 2017, No. 2017 03, 250 No. 2014 09, 606 No. 2016 02, 842 No. 2016 13, 326 not No. 2014 09 Between May 2014 December 2016, 606 five may December 15, 2017, not In November 2016, No. 2016 18, 230 December 15, 2017, first October 1, 2017. no In February 2016, No. 2016 02, 842 2016 02” 2016 02 2016 02, 12 2016 02 December 15, 2018 ( 2016 02 | NOTE 1. Description of Business AmeriCann, Inc. ("the Company", “we”, “our”, or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010. On January 17, 2014, 93% The Company's new business plan is to offer a comprehensive, turnkey package of services that includes consulting, design, construction and financing to approved and licensed marijuana operators throughout the United States. The Company's business plan is based on the anticipated growth of the regulated marijuana market in the United States. The Company's activities are subject to significant risks and uncertainties including failure to secure funding to expand its operations. Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the consolidated financial statements. Principles of Consolidation The consolidated financial statements include the accounts of AmeriCann, Inc. and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, deferred tax asset valuation and allowance and collectability of long-lived assets. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. See Note 3 Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, demand deposit accounts and temporary cash investments with maturities of ninety Income Taxes In accordance with ASC Topic 740, not not We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than- not" not no September 30, 2017, no no not Concentration of Credit Risks and Significant Customers Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, notes receivables, deposits, accounts receivables and notes receivable. We place our cash with high credit quality financial institutions. As of September 30, 2017, $125,327 $1,250,014 $469,699 3 For the years ended September 30, 2017 2016, one 4900 Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, 820 ASC Topic 820 820 Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. We had no no Derivative Liabilities We evaluate stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815 40, 815 40 none September 30, 2017 2016. Long-Lived Assets Our long-lived assets consisted of property, equipment and real estate and are reviewed for impairment in accordance with the guidance of the Topic ASC Topic 360, 205, may not third September 30, 2017, $639,497 no September 30, 2016. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three seven 360 45. Construction in progress (CIP) CIP consists of initial costs associated with the construction of our medical cannabis center, including interest expenses. When CIP is finished the asset will be transferred to property and equipment. No Capitalized Interest The Company capitalizes interest to construction in progress made in connection with medical center cannabis construction that are not $28,697 $0 September 30, 2017, 2016, Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a "performance commitment" which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may may not Non-Cash Equity Transactions Shares of equity instruments issued for noncash consideration are recorded at the estimated fair market value of the consideration granted based on the estimated fair market value of the equity instrument, or at the estimated fair market value of the goods or services received, whichever is more readily determinable. Stock-Based Compensation We account for share-based awards to employees in accordance with ASC Topic 718, 505 50, Related Parties A party is considered to be related to us if the party directly or indirectly or through one may one one one one Revenue Recognition We recognize revenue when (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured. Advertising Expense Advertising, promotional and selling expenses consisted of sales and marketing expenses, and promotional activity expenses. Expenses are recognized when incurred. General and Administrative Expense General and administrative expenses consisted of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. Loss per Share We compute net loss per share in accordance with the ASC Topic 260. Basic loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Shares issuable upon the exercise of equity instruments such as warrants and options were not Recently Adopted Accounting Pronouncements In August 2014, No. 2014 15, 205 40 January 1, 2017; not 2 Recently Issued Accounting Pronouncements Between May 2014 December 2016, 606 five may December 15, 2017, not 2018. In February 2016, No. 2016 02, 842 842 not December 15, 2018, may In March 2016, No. 2016 09, 718 1 2 3 December 15, 2016, In August 2016, No. 2016 15, 230 December 15, 2017, In November 2016, No. 2016 18, 230 December 15, 2017, not In January 2017, No. 2017 03, 250 No. 2014 09, 606 No. 2016 02, 842 No. 2016 13, 326 In March 2017, No. 2017 08, 310 20 December 15, 2018. In February 2017, No. 2017 05, 610 20 610 20, 610 20, May 2014 No. 2014 09, 606 December 15, 2017, No. 2014 09, In May 2017, No. 2017 09, 718 1 2 718, 718. December 15, 2017, not In July 2017, No. 2017 11, 260 480 815 no December 15, 2018, |
Note 2 - Going Concern24
Note 2 - Going Concern | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Substantial Doubt about Going Concern [Text Block] | NOTE 2. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $10,051,189 $8,676,825 December 31, 2017 September 30, 2017, $1,374,364 three December 31, 2017. $1,251,829 $469,699 may not may not April 7, 2017. no not January 18, 2018, $1,045,000 18% April 18, 2015 January 18, 2018 $523,023. $1,568,023, not Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no not | NOTE 2. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $8,676,825 $5,904,931 September 30, 2017 2016, $2,771,894 September 30, 2017 $1,735,989. $1,250,014 $469,699 may not may not April 7, 2017. January 8, 2018. To date, the Company has funded its operations primarily by way of the sale of equity securities, convertible note financing, short term financing from private parties, and advances from related parties. The Company currently needs to raise additional capital in order to fund operations, maintain the land lease agreement, as well as to make payments on existing liabilities. The Company is continuing to raise capital, as it did during the year ended September 30, 2017, $7 twelve September 1, 2017, $10,000,000 $20,000,000. October 5, 2017, $1,760,000. October 30, 2017 $800,000 three no may not |
Note 3 - Notes and Other Receiv
Note 3 - Notes and Other Receivables | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 3. Notes and other receivables as of December 31, 2017 September 30, 2017, December 31, September 30, 2017 Notes and other receivables from WGP, a licensed medical marijuana cultivator; $673,294 note secured by real and personal property of the borrower, interest rate of 18.0%; accrued consulting fees of $40,000, construction advances of $332,357 and accrued interest of $206,178. Net of reserves of $469,699. All amounts are due and payable immediately. 782,130 780,315 Related party note receivable from CCI, a non-profit corporation, financing of up to $2.5 million through April 2021, interest rate of 18.0%; monthly principal and interest payments commencing the sixth month after CCI begins to generate sales; construction and working capital advances of $119,635, and accrued interest of $11,954; unsecured. 131,589 125,327 $ 913,719 $ 905,642 The notes and other receivables from WGP are classified as long term due to ongoing disputes between the Company and WGP. The Company recently won an arbitration hearing against WGP, but will not | NOTE 3. Notes and Other Receivables consisted of the following: September 30, September 30, 2016 Note receivable from 4900 Jackson, LLC, a licensed dispensary, interest rate of 12.0%; monthly principal and interest payments of $50,000, with a balloon payment of $182,531 due on May 1, 2017; collateralized by the borrower's assets. $ - $ 247,378 Notes and other receivables from WGP, a licensed medical marijuana cultivator; $673,294 note secured by real and personal property of the borrower, interest rate of 18.0%; accrued consulting fees of $40,000, construction advances of $332,357 and accrued interest of $204,363. Net of reserves of $469,699. All amounts are due and payable immediately. 780,315 780,315 Related party note receivable from CCI, a non-profit corporation, financing of up to $2.5 million through April 2021, interest rate of 18.0%; monthly principal and interest payments commencing the sixth month after CCI begins to generate sales; construction and working capital advances of $119,635, and accrued interest of $5,692; unsecured. 125,327 57,693 905,642 1,085,386 Less: Current portion - 247,378 $ 905,642 $ 838,008 The notes and other receivables from WGP are classified as long term due to ongoing disputes between the Company and WGP. We filed a Demand for Arbitration against WGP on April 7, 2017. January 8, 2018. |
Note 4 - Land
Note 4 - Land | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Land [Member] | ||
Notes to Financial Statements | ||
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4. On July 31, 2014, five 4200 $2,250,809. October 5, 2017, $1,760,000 third September 30, 2017 $1,611,312, September 30, 2017 $1,611,312. The land sale was completed on December 4, 2017 $2,861 December 31, 2017 $990,000 $17,088 $601,363 $800,000 second | NOTE 4. On July 31, 2014, five $2,250,000. $990,000 March 15, 2018. 5 October 5, 2017, $1,760,000 $639,497 September 30, 2017 $1,611,312, September 30, 2017 $1,611,312. |
Note 5 - Notes Payable27
Note 5 - Notes Payable | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | NOTE 5. Unrelated The Company maintained a loan secured by a first five December 31, 2017, $990,000 4. On August 25, 2017, $150,000. 12% May 31, 2018. December 31, 2017, $89,677 $4,311. $3,057 $0 three December 31, 2017 2016, Convertible loans On October 5, 2017, $128,000 12% October 5, 2018. April 5, 2018 may 15% 35%. April 5, 2018, may not April 5, 2018, $1.35, 1 65 2 $1.00, $1.35, 1 2 two fifteen $3,000 December 31, 2017. not no December 31, 2017. $750 $0 three December 31, 2017 2016, On November 13, 2017, $68,000 12% November 13, 2018. May 13, 2018 may 15% 35%. May 13, 2018, may not May 13, 2018, $1.35, 1 65 2 $1.00, $1.35, 1 2 two fifteen $3,000 December 31, 2017. not no December 31, 2017. $500 $0 three December 31, 2017 2016, Construction loan On October 30, 2017 $800,000 three first 3 Nov 17, 2017, The loan bears interest at 8% April 30, 2018. $1.50, may 5 As further consideration for the loan, the Company issued warrants to the Lenders which allow the Lenders to purchase up to 660,000 $1.50 October 30, 2022. 660,000 $442,388 $357,612 As described in Note 4, December 4, 2017, $601,363 not $712,736 $0 three December 31, 2017 2016, Convertible Note Offering On December 29, 2017 $800,000 8% December 31, 2018. may $1.50 The note holders also received warrants which entitle the note holders to purchase up to 533,333 $1.50 October 17, 2022. GVC Capital LLC acted as the placement agent for the offering and received a cash commission of $64,000, 106,667 $1.50 December 29, 2022. The Company allocated the proceeds between the note and the warrants based on their relative fair values. The relative fair value of the 640,000 $607,024 $128,976 In connection with the offering, the Company paid fees of $64,000 $48,562 $15,438, All debt discounts are being recognized on a straight-line basis over the terms of the notes. As the transaction occurred just prior to the quarter end, no December 31, 2017. Related Party On February 1, 2016, $200,000. May 1, 2016, $1,000,000. July 14, 2016, $521,297 $2,431,646. one On July 14, 2016, two Of the amounts owed to SCP, $500,000 400,000 $1.25 The remaining $1,931,646 two The first $1,000,000, 9.5% December 31, 2019. $1.25 not If the average closing price of our common stock is at least $2.50 twenty twenty 100,000 may, 10 twenty 45 The second $931,646, 8% December 31, 2019. not first December 31, 2019. Accrued interest on these notes payable was $106,596 $84,998 December 31, 2017 2016, In connection with the debt modification agreement, we issued SCP warrants to purchase 800,000 $1.50 800,000 $3.00 June 30, 2020. $72,651 December 31, 2017, $1,931,646, $41,696. $5,341 $9,763 three December 30, 2017 2016. | NOTE 5. Unrelated On September 15, 2015, $900,000. 12% March 16, 2016. $650,000 April 6, 2016, $990,000, 18% March 15, 2017. 470 50, $90,000 September 30, 2016. March 15, 2017, March 15, 2018, 18% may $188,100 $150,497 September 30, 2017 2016, As of September 30, 2016, $203,247 8% 18%, December 14, 2016, January 15, 2017, $75,000 $0.75. 75,000 $0.75 75,000 $1.25 September 15, 2020. $35,250 $35,250 September 30, 2017, $24,657 $227,904. September 30, 2017, $0. September 30, 2017, no no $4,267 $12,337 September 30, 2017 2016, On August 25, 2017, $150,000. 12% May 31, 2018. September 30, 2017, $80,000. September 30, 2017, $1,255. $1,255 $0 September 30, 2017 2016, Related Party On February 1, 2016, $200,000. May 1, 2016, $1,000,000. July 14, 2016, $521,297 $2,431,646. one On July 14, 2016, two Of the amounts owed to SCP, $500,000 400,000 $1.25 The remaining $1,931,646 two The first $1,000,000, 9.5% December 31, 2019. $1.25 not September 30, 2017, $47,630. If the average closing price of our common stock is at least $2.50 twenty twenty 100,000 may, 10 twenty 45 The second $931,646, 8% December 31, 2019. not second first December 31, 2019. September 30, 2017, $37,368. The Company analyzed the modification of the note under ASC Topic 470, $901,939 September 30, 2016. In connection with the debt modification agreement, we issued SCP warrants to purchase 800,000 $1.50 800,000 $3.00 June 30, 2020. 9 $72,651 At September 30, 2017, $1,978,683, $47,037. $25,614 $0 September 30, 2017 2016, |
Note 6 - Related Party Transa28
Note 6 - Related Party Transactions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Related Party Transactions Disclosure [Text Block] | NOTE 6. Strategic Capital Partners. December 31, 2017 September 30, 2017, $1,931,646 $1,978,683, Interest expense was $37,390 $32,968 three December 31, 2017 2016, $106,596 $84,998 December 31, 2017 September 30, 2017, $21,133 December 31, 2017. Coastal Compassion. April 7, 2016, one Pursuant to the agreements, we agreed to provide CCI with financing of up to $2.5 five 18% three April 1, 2016, $10,000 not As of December 31, 2017, $131,589, $119,635, $11,954. | NOTE 6. Strategic Capital Partners. September 30, 2017 2016, $1,978,683 $2,024,297, July 14, 2016, $500,000 400,000 $1,931,646 two 5 9. Interest expense was $143,917 $109,825 September 30, 2017 2016, $84,998 $109,825 September 30, 2017 September 30, 2016, 2017, $194,358, $20,000, no 2016, $247,500 no Coastal Compassion. April 7, 2016, one Pursuant to the agreements, we agreed to provide CCI with financing of up to $2.5 five 18% three April 1, 2016, $10,000 not six not As of September 30, 2017, $125,327, $119,635, $5,692. |
Note 7 - Loss Per Share
Note 7 - Loss Per Share | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Earnings Per Share [Text Block] | NOTE 7. The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended December 31, 2017 2016 Net loss attributable to common stockholders $ (1,374,364 ) $ (516,765 ) Basic weighted average outstanding shares of common stock 19,366,000 18,236,435 Dilutive effects of common share equivalents - - Dilutive weighted average outstanding shares of common stock 19,366,000 18,236,435 Basic and diluted net loss per share of common stock $ (0.07 ) $ (0.03 ) As of December 31, 2017, 1,305,000 11,566,000 December 31, 2016, 1,205,000 9,981,000 | NOTE 7. The following table sets forth the computation of basic and diluted net loss per share: Year Ended September 30, 2017 2016 Net loss attributable to common stockholders $ (2,771,894 ) $ (2,210,764 ) Basic weighted average outstanding shares of common stock 19,007,371 17,031,000 Dilutive effects of common share equivalents - - Dilutive weighted average outstanding shares of common stock 19,007,371 17,031,000 Basic and diluted net loss per share of common stock $ (0.15 ) $ (0.13 ) As of September 30, 2017, 1,305,000 10,166,000 September 30, 2016, 1,205,000 4,341,000 |
Note 8 - Income Taxes30
Note 8 - Income Taxes | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Income Tax Disclosure [Text Block] | NOTE 8. We did not three December 31, 2017. not December 31, 2017. As of December 31, 2017, not no September 30, 2017. | NOTE 8. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC Topic 740. 2015 17, September 30, 2016. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The components of the deferred income tax assets and liabilities arising under ASC Topic 740 September 30, 2017 2016 Deferred tax assets $ - $ - Deferred tax liabilities - - Net deferred tax assets/(liabilities) $ - $ - The types of temporary differences between the tax basis of assets and their financial reporting amounts that give rise to a significant portion of the deferred assets and liabilities are as follows: September 30, 2017 2016 Temporary Difference Tax Effect Temporary Difference Tax Effect Deferred tax assets Net operating loss $ 1,789,958 $ 663,358 $ 1,156,331 $ 428,536 Other temporary differences 716,750 265,628 9,261 3,432 Net deferred tax assets 2,506,708 928,986 1,165,592 431,968 Valuation allowance (2,506,708 ) (928,986 ) (1,165,592 ) (431,968 ) Total deferred tax asset - - - - Deferred tax liabilities Total deferred liability - - - - Total net deferred tax asset $ - $ - $ - $ - At September 30, 2017 September 30, 2016, $4,370,404 $2,551,748 2034. $928,986 $431,968 100% September 30, 2017 September 30, 2016 $497,018 $27,396. A reconciliation of the U.S. statutory federal income tax rate to the effective tax rate is as follows: September 30, 2017 2016 U.S. Federal statutory graduated rate 34.00 % 34.00 % State income tax rate, net of federal benefit 3.06 % 3.06 % Total rate 37.06 % 37.06 % Less: Net operating loss for which no benefit is currently available (37.06 )% (37.06 )% Net effective rate 0.00 % 0.00 % The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods are September 30, 2015, 2016, 2017. |
Note 9 - Stock Based Compensati
Note 9 - Stock Based Compensation | 3 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 9. Restricted Stock Awards. December 31, 2017, no $0 $18,725 three December 31, 2017 2016, December 31, 2017, no Stock Options . no December 31, 2017. Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding and exercisable at December 31, 2017 1,305,000 $ 8.29 0.6 $ 431,200 There was no three December 31, 2017 2016. December 31, 2017, no |
Note 10 - Commitments and Con32
Note 10 - Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Commitments and Contingencies Disclosure [Text Block] | NOTE 10. Coastal Compassion. April 7, 2016, one Pursuant to the agreements, we agreed to provide CCI with financing of up to $2.5 five 18% three April 1, 2016, $10,000 not As of December 31, 2017, $131,589, $119,635, $11,954. Operating Leases Land On October 17, 2016, 52.6 $925,000 $4,475,000. $3,550,000 47 As part of a simultaneous transaction, the Company assigned the property rights to MMP for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty 50 four 4 ten 10 The lease payments will be the greater of (a) $30,000 $0.38 1.5% not five 5 Between October 17, 2016 April 17, 2017, April 17, 2017. April 17, 2017, Under the terms of the lease, the Company had six $2.6 first six six October 17, 2017, 16 October 17, 2016 $2.6 100,000 $1.50 October 17, 2022. $171,307 three December 31, 2017, On February 16, 2018, 18 October 17, 2016 $2.6 50,000 $1.50 October 17, 2022. The Company received a credit for the $925,000 fifty 50 $1,542 In connection with the sale of the property to MMP and the lease, the Company and MMP entered into a Share Purchase Agreement pursuant to which the Company issued to MMP 100,000 $0.0001 3,640,000 $1.00 October 17, 2018 October 17, 2020. not ● Risk-free interest rate – 1.12 ● Expected term – 4.0 ● Volatility – 100 The Company allocated $1,899,966 $73,000, The lease expense was $108,625 $98,852 three December 31, 2017 2016. December 31, 2017, $256,122 2018, $341,496 2019 2022, $15,026,024 Office space The Company leases its office space located at 1550 80202 $1,845 Except as described above, the Company has no | NOTE 10. Officer Employment Agreement. March 25, 2014, three 50% $12,000 9. Investment Relations Consulting Agreement. December 1, 2014, $4,000 no September 30, 2017 2016. Consulting Agreement. December 1, 2014, no September 30, 2017 2016. MMCC. January 14, 2015, 52.6 47 may $100,000 Between August 2015 September 2016, October 14, 2016. $4,325,000 $725,000, September 30, 2016, $925,000 October 17, 2016, Operating Leases Land On October 17, 2016, 52.6 $925,000 $4,475,000. $3,550,000 47 As part of a simultaneous transaction, the Company assigned the property rights to MMP for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty 50 four 4 ten 10 The lease payments will be the greater of (a) $30,000 $0.38 1.5% not five 5 Between October 17, 2016 April 17, 2017, April 17, 2017. April 17, 2017, Under the terms of the lease, the Company had six 6 $2.6 first six 6 six 6 twelve 12 October 17, 2016, October 17, 2017, 16 October 17, 2016 $2.6 100,000 $1.50 October 17, 2017 October 17, 2022. The Company received a credit for the $925,000 fifty 50 $1,542 In connection with the sale of the property to MMP and the lease, the Company and MMP entered into a Share Purchase Agreement pursuant to which the Company issued to MMP 100,000 $0.0001 3,640,000 $1.00 October 17, 2018 October 17, 2020. not ● Risk-free interest rate – 1.12 ● Expected term – 4.0 ● Volatility – 115 The Company allocated $1,972,966 $73,000, $506,765 $0 September 30, 2017 2016, Office space The Company leases its office space located at 3200 $2,920 $3,110. $35,610 $35,145 September 30, 2017 2016, Automobiles The Company leases an automobile under an operating lease commencing October 4, 2014 39 $611 $7,390 $7,483 September 30, 2017 2016, At September 30, 2017, 2018 342,406 2019 341,496 2020 341,496 2021 341,496 2022 341,496 Thereafter 15,026,024 Total 16,734,414 |
Note 11 - Shareholders' Equity
Note 11 - Shareholders' Equity | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 11. Equity Line Agreement. December 12, 2017, $10,000,000 During the term of the Agreement, the Company, at its sole discretion, may one 10 $500,000. A closing will occur on the date which is no five no seven The amount to be paid by MSC on a particular Closing Date will be determined by dividing the dollar amount specified in the Put Notice by the Purchase Price. The Purchase Price is 90% five no may not The Company may 75% may, not $1.00 The Company is under no The equity line agreement has a term of 18 may December 31, 2017, not Warrants. three December 31, 2017 Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding and exercisable at September 30, 2017 10,166,000 $ 3.68 2.4 $ - Granted 1,400,000 $ 1.50 4.8 Cancelled - Exercised - Outstanding as of December 31, 2017 11,566,000 $ 3.42 2.4 $ 20,461,100 Vested and expected to vest at December 31, 2017 11,566,000 $ 3.42 2.4 $ 20,461,100 Exercisable at December 31, 2017 7,826,000 $ 5.50 2.2 $ 8,954,500 As disclosed in Notes 5 10, 1,400,000 $1.50 ● Expected term – 3 5 ● Volatility – 163% 176% ● Risk-free rate – 1.73% 2.00% ● Stock price - $1.74 $4.09 ● Expected dividends – $0 For those warrants that were issued with debt, the proceeds were allocated to the respective instruments on a pro rata basis based on the fair value of each instrument. See Note 5. | NOTE 9. Preferred Stock The Company has authorized 20,000,000 $.0001 No September 30, 2017 2016. Common Stock On July 14, 2016, $500,000 400,000 $1.25 5. On November 7, 2016, 2,000,000 $1.00 one one one $3.00 November 4, 2020. 43% $2,000,000 $6,000,000 $193,726 On March 21, 2017, 50,000 50,000 $37,500. During the year ended September 30, 2017, 185,000 $2.00 one one one $5.00 May 18, 2021. 48% $370,000 $925,000 On September 1, 2017, $10,000,000 $20,000,000. may one 10 $500,000. no five no seven 90% five no may not may 75% may, ● sell shares to MSC on the Closing Date using the Purchase Price; or ● provide MSC the opportunity to purchase some or all of the shares using the Minimum Price instead of the Purchase Price. The Company is under no 18 may September 30, 2017, not no Shares Issued to Officer In connection with an employment agreement described in Note 10, 1,200,000 $0.001 $0.75 $898,800 $0.75 $0.001 $37,450 $131,075 September 30, 2017 2016, September 30, 2017, no September 30, 2017, Shares Issued to Consultants On February 19, 2015, 50,000 December 1, 2014 25,000 25,000 six 12 $34,250 $0 $5,708 September 30, 2017 2016, Shares Issued to Lessor As described in Note 10, October 17, 2016, 100,000 $0.0001 3,640,000 $1.00 October 17, 2018 October 17, 2020. not Stock Options Options Issuances in 2016 There were no 2016. Options Issuances in 2017 On August 18, 2017, may 1,500,000 one August 18, 2017, 150,000 four $2.50 August 21, 2021. ● Risk-free interest rate – 1.62 ● Expected term – 4.0 ● Volatility – 179 As these options were fully vested at grant date, the full value of $222,988 no Summary Option Activity The following table shows the stock option activity for the years ended September 30, 2017 2016: Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding at September 30, 2015 1,205,000 $ 8.70 1.5 $ - Granted - - - - Cancelled - - - - Exercised - - - - Outstanding at September 30, 2016 1,205,000 $ 8.70 1.5 $ - Granted 150,000 $ 2.50 4.0 - Cancelled - - - - Exercised 50,000 $ 0.75 2.0 - Outstanding as of September 30, 2017 1,305,000 $ 8.29 0.9 $ - Vested and expected to vest at September 30, 2017 1,305,000 $ 8.29 0.9 $ - Exercisable at September 30, 2017 1,305,000 $ 8.29 0.9 $ - Stock based compensation expense related to the options was $222,988 $9,173 September 30, 2017 2016, September 30, 2017, no September 30, 2017 2016, $37,500 $0, Warrants Warrant Issuances in 2016 On July 14, 2016, $500,000 6 400,000 800,000 $1.50 800,000 $3.00 June 30, 2020. first $510,960 $1.02 $1.25 4 0.96% 100% 0% second $410,328 $1.02 $3.00 4 0.96% 100% 0% The warrants to purchase the first 800,000 45 $3.00 twenty twenty 100,000 The warrants to purchase the additional 800,000 45 $4.80 twenty twenty 100,000 On September 15, 2016, $25,000 three 75,000 $0.75 75,000 $1.25 September 15, 2020. Warrant Issuances in 2017 During the year ended September 30, 2017, 185,000 $2.00 one one one $5.00 May 18, 2021. 48% $370,000 $925,000 On November 7, 2016, 2,000,000 $1.00 one one one $3.00 November 4, 2020. 43% $2,000,000 $6,000,000 As described in Note 10, October 17, 2016, 100,000 $0.0001 3,640,000 $1.00 October 17, 2018 October 17, 2020. not The following table shows the warrant activity for the years ended September 30, 2017 2016: Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding at September 30, 2015 2,591,000 $ 8.92 2.7 $ - Granted 1,750,000 2.14 3.8 $ - Cancelled - - - - Exercised - - - - Outstanding at September 30, 2016 4,341,000 $ 6.19 2.1 $ - Granted 5,825,000 1.81 3.1 $ - Cancelled - - - - Exercised - - - - Outstanding as of September 30, 2017 10,166,000 $ 3.68 2.4 $ 3,756,000 Vested and expected to vest at September 30, 2017 10,166,000 $ 3.68 2.4 $ - Exercisable at September 30, 2017 6,526,000 $ 5.18 2.0 $ 480,000 |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes to Financial Statements | ||
Subsequent Events [Text Block] | NOTE 12. On April 7, 2017, January 18, 2018, $1,045,000 18% April 18, 2015 January 18, 2018 $523,023. $1,568,023, On February 12, 2018, $810,000 8% December 31, 2018. may $1.50 540,000 $1.50 October 17, 2022. As described in Note 10, February 16, 2018, 18 October 17, 2016 $2.6 50,000 $1.50 October 17, 2022. | NOTE 11. Convertible loans On October 5, 2017, $128,000 12% October 5, 2018. April 5, 2018 may 15% 35%. April 5, 2018, may not April 5, 2018, $1.35, 1 65 2 $1.00, $1.35, 1 2 On November 13, 2017, $68,000 12% November 13, 2018. May 13, 2018 may 15% 35%. May 13, 2018, may not May 13, 2018, $1.35, 1 65 2 $1.00, $1.35, 1 2 two fifteen Construction loan On October 30, 2017 $800,000 three first 3 Nov 17, 2017, The loan bears interest at 8% April 30, 2018. $1.50, may 5 The loan is secured by a second 10 ● use all or a portion of the net proceeds from the sale of the Denver property to purchase restricted shares of the Company’s common stock at a price of $1.50 ● have the net proceeds applied to the unpaid accrued interest and principal amount of the Loan. As further consideration for the loan, the Company issued warrants to the Lenders which allow the Lenders to purchase up to 660,000 $1.50 October 13, 2022. Amendment to Lease on property in Freetown, Massachusetts On October 17, 2016, 52.6 As part of a simultaneous transaction, the Company sold the property to Massachusetts Medical Properties, LLC (“MMP”) and the Company and MMP entered into a lease, pursuant to which MMP leased the property to the Company for an initial term of fifty Under the terms of the lease, the Company had until October 16, 2017 first October 17, 2017 16 October 17, 2016 $2.6 first $2.6 16 October 17, 2016, As further consideration for the amendment to the lease, the Company issued a warrant which allows MMP to purchase 100,000 $1.50 October 17, 2022. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, deferred tax asset valuation and allowance and collectability of long-lived assets. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. See Note 3 | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, demand deposit accounts and temporary cash investments with maturities of ninety | |
Income Tax, Policy [Policy Text Block] | Income Taxes In accordance with ASC Topic 740, not not We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than- not" not no September 30, 2017, no no not | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risks and Significant Customers Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, notes receivables, deposits, accounts receivables and notes receivable. We place our cash with high credit quality financial institutions. As of September 30, 2017, $125,327 $1,250,014 $469,699 3 For the years ended September 30, 2017 2016, one 4900 | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, 820 ASC Topic 820 820 Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. We had no no | |
Derivatives, Policy [Policy Text Block] | Derivative Liabilities We evaluate stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815 40, 815 40 none September 30, 2017 2016. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets Our long-lived assets consisted of property, equipment and real estate and are reviewed for impairment in accordance with the guidance of the Topic ASC Topic 360, 205, may not third September 30, 2017, $639,497 no September 30, 2016. | |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three seven 360 45. | |
Property, Plant and Equipment, Construction in Progress, Policy [Policy Text Block] | Construction in progress (CIP) CIP consists of initial costs associated with the construction of our medical cannabis center, including interest expenses. When CIP is finished the asset will be transferred to property and equipment. No | |
Interest Capitalization, Policy [Policy Text Block] | Capitalized Interest The Company capitalizes interest to construction in progress made in connection with medical center cannabis construction that are not $28,697 $0 September 30, 2017, 2016, | |
Commissions Expense, Policy [Policy Text Block] | Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a "performance commitment" which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may may not | |
Business Combinations and Other Purchase of Business Transactions, Policy [Policy Text Block] | Non-Cash Equity Transactions Shares of equity instruments issued for noncash consideration are recorded at the estimated fair market value of the consideration granted based on the estimated fair market value of the equity instrument, or at the estimated fair market value of the goods or services received, whichever is more readily determinable. | |
Compensation Related Costs, Policy [Policy Text Block] | Stock-Based Compensation We account for share-based awards to employees in accordance with ASC Topic 718, 505 50, | |
Collaborative Arrangement, Accounting Policy [Policy Text Block] | Related Parties A party is considered to be related to us if the party directly or indirectly or through one may one one one one | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition We recognize revenue when (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured. | |
Advertising Costs, Policy [Policy Text Block] | Advertising Expense Advertising, promotional and selling expenses consisted of sales and marketing expenses, and promotional activity expenses. Expenses are recognized when incurred. | |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | General and Administrative Expense General and administrative expenses consisted of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. | |
Earnings Per Share, Policy [Policy Text Block] | Loss per Share We compute net loss per share in accordance with the ASC Topic 260. Basic loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Shares issuable upon the exercise of equity instruments such as warrants and options were not | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In July 2017, No. 2017 11, 260 480 815 no December 15, 2018, In May 2017, No. 2017 09, 718 1 2 718, 718. December 15, 2017, not In February 2017, No. 2017 05, 610 20 610 20, 610 20, May 2014 No. 2014 09, 606 December 15, 2017, No. 2014 09, In January 2017, No. 2017 03, 250 No. 2014 09, 606 No. 2016 02, 842 No. 2016 13, 326 not No. 2014 09 Between May 2014 December 2016, 606 five may December 15, 2017, not In November 2016, No. 2016 18, 230 December 15, 2017, first October 1, 2017. no In February 2016, No. 2016 02, 842 2016 02” 2016 02 2016 02, 12 2016 02 December 15, 2018 ( 2016 02 | Recently Adopted Accounting Pronouncements In August 2014, No. 2014 15, 205 40 January 1, 2017; not 2 Recently Issued Accounting Pronouncements Between May 2014 December 2016, 606 five may December 15, 2017, not 2018. In February 2016, No. 2016 02, 842 842 not December 15, 2018, may In March 2016, No. 2016 09, 718 1 2 3 December 15, 2016, In August 2016, No. 2016 15, 230 December 15, 2017, In November 2016, No. 2016 18, 230 December 15, 2017, not In January 2017, No. 2017 03, 250 No. 2014 09, 606 No. 2016 02, 842 No. 2016 13, 326 In March 2017, No. 2017 08, 310 20 December 15, 2018. In February 2017, No. 2017 05, 610 20 610 20, 610 20, May 2014 No. 2014 09, 606 December 15, 2017, No. 2014 09, In May 2017, No. 2017 09, 718 1 2 718, 718. December 15, 2017, not In July 2017, No. 2017 11, 260 480 815 no December 15, 2018, |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The (a) balance sheet as of September 30, 2017, three December 31, 2017 2016, 10 December 4, 2017. not 2017 10 Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows: December 31, September 30, 2017 Cash and cash equivalents $ 732,355 $ 1,627 Restricted cash 365,480 - Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,097,835 $ 1,627 Amounts included in restricted cash represent those required to be set aside by a contractual agreement with a lender for the payment of specific construction related expenditures as part of the Company’s property development in Massachusetts. See Notes 5 10. |
Note 3 - Notes Receivables (Tab
Note 3 - Notes Receivables (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes Tables | ||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, September 30, 2017 Notes and other receivables from WGP, a licensed medical marijuana cultivator; $673,294 note secured by real and personal property of the borrower, interest rate of 18.0%; accrued consulting fees of $40,000, construction advances of $332,357 and accrued interest of $206,178. Net of reserves of $469,699. All amounts are due and payable immediately. 782,130 780,315 Related party note receivable from CCI, a non-profit corporation, financing of up to $2.5 million through April 2021, interest rate of 18.0%; monthly principal and interest payments commencing the sixth month after CCI begins to generate sales; construction and working capital advances of $119,635, and accrued interest of $11,954; unsecured. 131,589 125,327 $ 913,719 $ 905,642 | September 30, September 30, 2016 Note receivable from 4900 Jackson, LLC, a licensed dispensary, interest rate of 12.0%; monthly principal and interest payments of $50,000, with a balloon payment of $182,531 due on May 1, 2017; collateralized by the borrower's assets. $ - $ 247,378 Notes and other receivables from WGP, a licensed medical marijuana cultivator; $673,294 note secured by real and personal property of the borrower, interest rate of 18.0%; accrued consulting fees of $40,000, construction advances of $332,357 and accrued interest of $204,363. Net of reserves of $469,699. All amounts are due and payable immediately. 780,315 780,315 Related party note receivable from CCI, a non-profit corporation, financing of up to $2.5 million through April 2021, interest rate of 18.0%; monthly principal and interest payments commencing the sixth month after CCI begins to generate sales; construction and working capital advances of $119,635, and accrued interest of $5,692; unsecured. 125,327 57,693 905,642 1,085,386 Less: Current portion - 247,378 $ 905,642 $ 838,008 |
Note 7 - Earnings Per Share (Ta
Note 7 - Earnings Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes Tables | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended December 31, 2017 2016 Net loss attributable to common stockholders $ (1,374,364 ) $ (516,765 ) Basic weighted average outstanding shares of common stock 19,366,000 18,236,435 Dilutive effects of common share equivalents - - Dilutive weighted average outstanding shares of common stock 19,366,000 18,236,435 Basic and diluted net loss per share of common stock $ (0.07 ) $ (0.03 ) | Year Ended September 30, 2017 2016 Net loss attributable to common stockholders $ (2,771,894 ) $ (2,210,764 ) Basic weighted average outstanding shares of common stock 19,007,371 17,031,000 Dilutive effects of common share equivalents - - Dilutive weighted average outstanding shares of common stock 19,007,371 17,031,000 Basic and diluted net loss per share of common stock $ (0.15 ) $ (0.13 ) |
Note 8 - Income Taxes (Tables)
Note 8 - Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | September 30, 2017 2016 Deferred tax assets $ - $ - Deferred tax liabilities - - Net deferred tax assets/(liabilities) $ - $ - |
Schedule of Temporary Differences of Deferred Tax Assets and Liabilities [Table Text Block] | September 30, 2017 2016 Temporary Difference Tax Effect Temporary Difference Tax Effect Deferred tax assets Net operating loss $ 1,789,958 $ 663,358 $ 1,156,331 $ 428,536 Other temporary differences 716,750 265,628 9,261 3,432 Net deferred tax assets 2,506,708 928,986 1,165,592 431,968 Valuation allowance (2,506,708 ) (928,986 ) (1,165,592 ) (431,968 ) Total deferred tax asset - - - - Deferred tax liabilities Total deferred liability - - - - Total net deferred tax asset $ - $ - $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | September 30, 2017 2016 U.S. Federal statutory graduated rate 34.00 % 34.00 % State income tax rate, net of federal benefit 3.06 % 3.06 % Total rate 37.06 % 37.06 % Less: Net operating loss for which no benefit is currently available (37.06 )% (37.06 )% Net effective rate 0.00 % 0.00 % |
Note 9 - Equity (Tables)
Note 9 - Equity (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes Tables | ||
Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding and exercisable at December 31, 2017 1,305,000 $ 8.29 0.6 $ 431,200 | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding at September 30, 2015 1,205,000 $ 8.70 1.5 $ - Granted - - - - Cancelled - - - - Exercised - - - - Outstanding at September 30, 2016 1,205,000 $ 8.70 1.5 $ - Granted 150,000 $ 2.50 4.0 - Cancelled - - - - Exercised 50,000 $ 0.75 2.0 - Outstanding as of September 30, 2017 1,305,000 $ 8.29 0.9 $ - Vested and expected to vest at September 30, 2017 1,305,000 $ 8.29 0.9 $ - Exercisable at September 30, 2017 1,305,000 $ 8.29 0.9 $ - |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding and exercisable at September 30, 2017 10,166,000 $ 3.68 2.4 $ - Granted 1,400,000 $ 1.50 4.8 Cancelled - Exercised - Outstanding as of December 31, 2017 11,566,000 $ 3.42 2.4 $ 20,461,100 Vested and expected to vest at December 31, 2017 11,566,000 $ 3.42 2.4 $ 20,461,100 Exercisable at December 31, 2017 7,826,000 $ 5.50 2.2 $ 8,954,500 | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding at September 30, 2015 2,591,000 $ 8.92 2.7 $ - Granted 1,750,000 2.14 3.8 $ - Cancelled - - - - Exercised - - - - Outstanding at September 30, 2016 4,341,000 $ 6.19 2.1 $ - Granted 5,825,000 1.81 3.1 $ - Cancelled - - - - Exercised - - - - Outstanding as of September 30, 2017 10,166,000 $ 3.68 2.4 $ 3,756,000 Vested and expected to vest at September 30, 2017 10,166,000 $ 3.68 2.4 $ - Exercisable at September 30, 2017 6,526,000 $ 5.18 2.0 $ 480,000 |
Note 10 - Commitments and Con40
Note 10 - Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2018 342,406 2019 341,496 2020 341,496 2021 341,496 2022 341,496 Thereafter 15,026,024 Total 16,734,414 |
Note 1 - Nature of Business a41
Note 1 - Nature of Business and Basis of Presentation (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Cash, Cash Equivalents, and Restricted Cash [Table Text Block] | December 31, September 30, 2017 Cash and cash equivalents $ 732,355 $ 1,627 Restricted cash 365,480 - Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,097,835 $ 1,627 |
Note 3 - Notes and Other Rece42
Note 3 - Notes and Other Receivables (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes Tables | ||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, September 30, 2017 Notes and other receivables from WGP, a licensed medical marijuana cultivator; $673,294 note secured by real and personal property of the borrower, interest rate of 18.0%; accrued consulting fees of $40,000, construction advances of $332,357 and accrued interest of $206,178. Net of reserves of $469,699. All amounts are due and payable immediately. 782,130 780,315 Related party note receivable from CCI, a non-profit corporation, financing of up to $2.5 million through April 2021, interest rate of 18.0%; monthly principal and interest payments commencing the sixth month after CCI begins to generate sales; construction and working capital advances of $119,635, and accrued interest of $11,954; unsecured. 131,589 125,327 $ 913,719 $ 905,642 | September 30, September 30, 2016 Note receivable from 4900 Jackson, LLC, a licensed dispensary, interest rate of 12.0%; monthly principal and interest payments of $50,000, with a balloon payment of $182,531 due on May 1, 2017; collateralized by the borrower's assets. $ - $ 247,378 Notes and other receivables from WGP, a licensed medical marijuana cultivator; $673,294 note secured by real and personal property of the borrower, interest rate of 18.0%; accrued consulting fees of $40,000, construction advances of $332,357 and accrued interest of $204,363. Net of reserves of $469,699. All amounts are due and payable immediately. 780,315 780,315 Related party note receivable from CCI, a non-profit corporation, financing of up to $2.5 million through April 2021, interest rate of 18.0%; monthly principal and interest payments commencing the sixth month after CCI begins to generate sales; construction and working capital advances of $119,635, and accrued interest of $5,692; unsecured. 125,327 57,693 905,642 1,085,386 Less: Current portion - 247,378 $ 905,642 $ 838,008 |
Note 7 - Loss Per Share (Tables
Note 7 - Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes Tables | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended December 31, 2017 2016 Net loss attributable to common stockholders $ (1,374,364 ) $ (516,765 ) Basic weighted average outstanding shares of common stock 19,366,000 18,236,435 Dilutive effects of common share equivalents - - Dilutive weighted average outstanding shares of common stock 19,366,000 18,236,435 Basic and diluted net loss per share of common stock $ (0.07 ) $ (0.03 ) | Year Ended September 30, 2017 2016 Net loss attributable to common stockholders $ (2,771,894 ) $ (2,210,764 ) Basic weighted average outstanding shares of common stock 19,007,371 17,031,000 Dilutive effects of common share equivalents - - Dilutive weighted average outstanding shares of common stock 19,007,371 17,031,000 Basic and diluted net loss per share of common stock $ (0.15 ) $ (0.13 ) |
Note 9 - Stock Based Compensa44
Note 9 - Stock Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes Tables | ||
Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding and exercisable at December 31, 2017 1,305,000 $ 8.29 0.6 $ 431,200 | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding at September 30, 2015 1,205,000 $ 8.70 1.5 $ - Granted - - - - Cancelled - - - - Exercised - - - - Outstanding at September 30, 2016 1,205,000 $ 8.70 1.5 $ - Granted 150,000 $ 2.50 4.0 - Cancelled - - - - Exercised 50,000 $ 0.75 2.0 - Outstanding as of September 30, 2017 1,305,000 $ 8.29 0.9 $ - Vested and expected to vest at September 30, 2017 1,305,000 $ 8.29 0.9 $ - Exercisable at September 30, 2017 1,305,000 $ 8.29 0.9 $ - |
Note 11 - Shareholders' Equity
Note 11 - Shareholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Notes Tables | ||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding and exercisable at September 30, 2017 10,166,000 $ 3.68 2.4 $ - Granted 1,400,000 $ 1.50 4.8 Cancelled - Exercised - Outstanding as of December 31, 2017 11,566,000 $ 3.42 2.4 $ 20,461,100 Vested and expected to vest at December 31, 2017 11,566,000 $ 3.42 2.4 $ 20,461,100 Exercisable at December 31, 2017 7,826,000 $ 5.50 2.2 $ 8,954,500 | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding at September 30, 2015 2,591,000 $ 8.92 2.7 $ - Granted 1,750,000 2.14 3.8 $ - Cancelled - - - - Exercised - - - - Outstanding at September 30, 2016 4,341,000 $ 6.19 2.1 $ - Granted 5,825,000 1.81 3.1 $ - Cancelled - - - - Exercised - - - - Outstanding as of September 30, 2017 10,166,000 $ 3.68 2.4 $ 3,756,000 Vested and expected to vest at September 30, 2017 10,166,000 $ 3.68 2.4 $ - Exercisable at September 30, 2017 6,526,000 $ 5.18 2.0 $ 480,000 |
Note 1 - Description of Busin46
Note 1 - Description of Business and Significant Accounting Policies (Details Textual) | 12 Months Ended | 24 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Jan. 17, 2014 | |
Ownership Percentage, Transfered | 93.00% | ||||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | ||||
Notes, Loans and Financing Receivable, Net, Noncurrent | 780,315 | $ 780,315 | 780,315 | 782,130 | |
Allowance for Notes, Loans and Financing Receivable, Noncurrent | 469,699 | 469,699 | 469,699 | 469,699 | |
Assets, Fair Value Disclosure, Nonrecurring | 0 | 0 | 0 | ||
Liabilities, Fair Value Disclosure, Nonrecurring | 0 | 0 | 0 | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | 0 | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 | $ 0 | ||
Impairment of Long-Lived Assets to be Disposed of | 639,497 | 0 | |||
Interest Costs Capitalized | $ 28,697 | $ 0 | |||
Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||
Number of Major Customers | 1 | 1 | |||
Coastal Compassion Inc. [Member] | |||||
Notes, Loans and Financing Receivable, Net, Noncurrent | $ 125,327 | $ 125,327 | |||
Wellness Group Pharms LLC [Member] | |||||
Notes, Loans and Financing Receivable, Net, Noncurrent | 1,250,014 | 1,250,014 | |||
Allowance for Notes, Loans and Financing Receivable, Noncurrent | $ 469,699 | $ 469,699 | $ 469,699 | $ 469,699 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) | Oct. 30, 2017 | Oct. 05, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 12, 2017 | Sep. 01, 2017 |
Retained Earnings (Accumulated Deficit) | $ (10,051,189) | $ (8,676,825) | $ (5,904,931) | |||||
Net Income (Loss) Attributable to Parent | (1,374,364) | $ (516,765) | (2,771,894) | (2,210,764) | ||||
Working Capital (Deficit) | (1,735,989) | |||||||
Allowance for Notes, Loans and Financing Receivable, Noncurrent | 469,699 | 469,699 | 469,699 | |||||
Fund Requires for Operation Over the Next twelve Months | 7,000,000 | |||||||
Parcel of Land in Denver, Colorado [Member] | ||||||||
Proceeds from Sale of Land Held-for-use | $ 1,760,000 | |||||||
Parcel of Land in Denver, Colorado [Member] | Subsequent Event [Member] | ||||||||
Proceeds from Sale of Land Held-for-use | $ 1,760,000 | |||||||
Mountain States Capital, LLC [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | $ 10,000,000 | ||||||
Line of Credit Facility, Borrowing Capacity Available to Increase | $ 20,000,000 | |||||||
Unrelated Party [Member] | Construction Loans [Member] | ||||||||
Proceeds from Issuance of Long-term Debt | $ 800,000 | |||||||
Unrelated Party [Member] | Subsequent Event [Member] | Construction Loans [Member] | ||||||||
Proceeds from Issuance of Long-term Debt | $ 800,000 | |||||||
Wellness Group Pharms LLC [Member] | ||||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | 1,251,829 | 1,250,014 | ||||||
Allowance for Notes, Loans and Financing Receivable, Noncurrent | $ 469,699 | $ 469,699 | $ 469,699 |
Note 3 - Notes Receivables - Sc
Note 3 - Notes Receivables - Schedule of Notes Receivables (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Notes and other receivables | $ 913,719 | $ 905,642 | $ 1,085,386 |
Total loans | 913,719 | 905,642 | 1,085,386 |
Less: Current portion | 247,378 | ||
Notes, Loans, and Financing Receivable, Net, Noncurrent | 905,642 | 838,008 | |
4900 Jackson LLC [Member] | |||
Notes and other receivables | 247,378 | ||
Total loans | 247,378 | ||
Wellness Group Pharms LLC [Member] | |||
Notes and other receivables | 782,130 | 780,315 | 780,315 |
Total loans | 782,130 | 780,315 | 780,315 |
Coastal Compassion Inc. [Member] | |||
Notes and other receivables | 131,589 | 125,327 | 57,693 |
Total loans | $ 131,589 | $ 125,327 | $ 57,693 |
Note 3 - Notes Receivables - 49
Note 3 - Notes Receivables - Schedule of Notes Receivables (Details) (Parentheticals) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Notes and other receivables, allowance | $ 469,699 | $ 469,699 | $ 469,699 |
4900 Jackson LLC [Member] | |||
Interest rate | 12.00% | 12.00% | |
Monthly principal payments and interest payments | $ 50,000 | $ 50,000 | |
Balloon payment | $ 182,531 | $ 182,531 | |
Wellness Group Pharms LLC [Member] | |||
Interest rate | 18.00% | 18.00% | 18.00% |
Secured note | $ 673,294 | $ 673,294 | $ 673,294 |
Accrued consulting fees | 40,000 | 40,000 | 40,000 |
Construction advances | 332,357 | 332,357 | 332,357 |
Accrued interest | 206,178 | 204,363 | 204,363 |
Notes and other receivables, allowance | $ 469,699 | $ 469,699 | $ 469,699 |
Coastal Compassion Inc. [Member] | |||
Interest rate | 18.00% | 18.00% | 18.00% |
Construction advances | $ 119,635 | $ 119,635 | $ 119,635 |
Accrued interest | 11,954 | 5,692 | 5,692 |
Maximum financing amount | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 |
Note 4 - Land Held for Sale (De
Note 4 - Land Held for Sale (Details Textual) | Oct. 05, 2017USD ($) | Jul. 31, 2014USD ($)a | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 04, 2017a |
Area of Land | a | 5 | 5 | |||
Payments to Acquire Land Held-for-use | $ 2,250,809 | ||||
Impairment of Long-Lived Assets to be Disposed of | $ 639,497 | $ 0 | |||
Land | 1,611,312 | ||||
Assets Held-for-sale, Not Part of Disposal Group, Noncurrent | 1,611,312 | ||||
Parcel of Land in Denver, Colorado [Member] | |||||
Proceeds from Sale of Land Held-for-use | $ 1,760,000 | ||||
Parcel of Land in Denver, Colorado [Member] | Subsequent Event [Member] | |||||
Proceeds from Sale of Land Held-for-use | $ 1,760,000 | ||||
Parcel of Land in Denver, Colorado [Member] | |||||
Debt Instrument, Collateral Amount | $ 990,000 |
Note 5 - Notes Payable (Details
Note 5 - Notes Payable (Details Textual) | Dec. 04, 2017USD ($) | Jul. 14, 2016USD ($)$ / sharesshares | Sep. 15, 2015USD ($) | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($)$ / sharesshares | Oct. 30, 2017$ / sharesshares | Aug. 25, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 15, 2017 | Sep. 15, 2016$ / sharesshares | May 01, 2016USD ($) | Apr. 06, 2016USD ($) | Feb. 01, 2016USD ($) | Sep. 30, 2015$ / shares |
Gain (Loss) on Extinguishment of Debt | $ (991,939) | ||||||||||||||||||
Interest Expense | $ 754,379 | $ 81,575 | $ 201,367 | $ 162,834 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.68 | $ 6.19 | $ 3.42 | $ 3.42 | $ 3.68 | $ 6.19 | $ 8.92 | ||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 756,637 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 0 | $ 35,250 | $ 843,452 | $ 843,452 | 0 | 35,250 | |||||||||||||
Proceeds from Notes Payable | 1,726,000 | 24,657 | 104,657 | 724,544 | |||||||||||||||
Repayments of Notes Payable | 227,904 | 227,904 | 0 | ||||||||||||||||
Amortization of Debt Discount (Premium) | 708,645 | 21,668 | 9,636 | 0 | |||||||||||||||
Strategic Capital Partners [Member] | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.25 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 800,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | ||||||||||||||||||
Line of Credit Outstanding Amount Assumed by Related Party | $ 521,297 | ||||||||||||||||||
Notes Payable, Related Parties | $ 2,431,646 | 1,978,683 | $ 2,024,297 | 1,931,646 | 1,931,646 | 1,978,683 | 2,024,297 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 400,000 | ||||||||||||||||||
Average Daily Volume Of Shares Trades | shares | 100,000 | ||||||||||||||||||
Debt Instrument, Unamortized Premium | $ 72,651 | 47,037 | 41,696 | 41,696 | 47,037 | ||||||||||||||
Amortization of Debt Discount (Premium) | 5,341 | 9,763 | 25,614 | $ 0 | |||||||||||||||
Strategic Capital Partners [Member] | Debt Converted into Common Stock [Member] | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | 500,000 | ||||||||||||||||||
Strategic Capital Partners [Member] | Debt Converted into Promissory Notes [Member] | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,931,646 | ||||||||||||||||||
Warrants Issued to Unrelated Parties Lenders [Member] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 75,000 | 75,000 | 660,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | $ 0.75 | $ 1.50 | ||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 35,250 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 35,250 | $ 35,250 | |||||||||||||||||
Warrants to Purchase Additional Shares [Member] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 75,000 | 75,000 | 75,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | $ 1.25 | $ 1.25 | ||||||||||||||||
Warrants to Purchase Additional Shares [Member] | Strategic Capital Partners [Member] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 800,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3 | ||||||||||||||||||
Average Daily Volume Of Shares Trades | shares | 100,000 | ||||||||||||||||||
Warrant to Related Party, Set 1 [Member] | Strategic Capital Partners [Member] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 800,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | ||||||||||||||||||
Loan Secured by Land [Member] | |||||||||||||||||||
Repayments of Notes Payable | $ 990,000 | 990,000 | |||||||||||||||||
Promissory Note One [Member] | Strategic Capital Partners [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.50% | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.25 | ||||||||||||||||||
Interest Payable | 47,630 | 47,630 | |||||||||||||||||
Notes Payable, Related Parties | $ 1,000,000 | ||||||||||||||||||
Convertible Debt, Number of Trading Days | 20 | ||||||||||||||||||
Average Daily Volume Of Shares Trades | shares | 100,000 | ||||||||||||||||||
Period to Notify End of Right to Convert Notes | 10 days | ||||||||||||||||||
Period before Right to Convert Notes Expires | 45 days | ||||||||||||||||||
Promissory Note Two [Member] | Strategic Capital Partners [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (901,939) | ||||||||||||||||||
Interest Payable | 37,368 | 106,596 | 84,998 | 106,596 | 37,368 | $ 0 | |||||||||||||
Notes Payable, Related Parties | $ 931,646 | ||||||||||||||||||
Potential Buyer of Land, Held-for-sale [Member] | |||||||||||||||||||
Proceeds from Short-term Debt | $ 900,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 18.00% | 18.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 990,000 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | (90,000) | ||||||||||||||||||
Interest Expense | 188,100 | 150,497 | |||||||||||||||||
Proceeds from Notes Payable | 24,657 | ||||||||||||||||||
Repayments of Notes Payable | 227,904 | ||||||||||||||||||
Interest Payable | 0 | 0 | |||||||||||||||||
Third Party [Member] | Loan Secured by Land [Member] | |||||||||||||||||||
Repayments of Short-term Debt | $ 650,000 | ||||||||||||||||||
Unrelated Party [Member] | |||||||||||||||||||
Interest Expense | 4,267 | 12,337 | |||||||||||||||||
Long-term Line of Credit | $ 203,247 | 203,247 | |||||||||||||||||
Convertible Debt | 0 | $ 75,000 | 0 | $ 75,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.75 | $ 0.75 | |||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | |||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 1,000,000 | $ 200,000 | |||||||||||||||||
Unrelated Party [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||||||||||
Unrelated Party [Member] | Maximum [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 18.00% | |||||||||||||||||
Unrelated Party [Member] | Promissory Notes [member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Interest Expense | 3,057 | $ 0 | 1,255 | $ 0 | |||||||||||||||
Interest Payable | 1,255 | $ 4,311 | 4,311 | $ 1,255 | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 150,000 | ||||||||||||||||||
Proceeds from Lines of Credit | $ 80,000 | $ 89,677 |
Note 6 - Related Party Transa52
Note 6 - Related Party Transactions (Details Textual) - USD ($) | Jul. 14, 2016 | Apr. 07, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Interest Expense, Related Party | $ 37,390 | $ 32,968 | $ 143,917 | $ 109,825 | ||
Interest Payable, Current | 115,337 | 86,253 | 118,749 | |||
Repayments of Related Party Debt | 20,000 | 20,000 | 0 | |||
Proceeds from Related Party Debt | 0 | 247,500 | ||||
Strategic Capital Partners [Member] | ||||||
Notes Payable, Related Parties | $ 2,431,646 | 1,931,646 | 1,978,683 | 2,024,297 | ||
Debt Conversion, Converted Instrument, Shares Issued | 400,000 | |||||
Interest Expense, Related Party | 37,390 | $ 32,968 | 143,917 | 109,825 | ||
Interest Payable, Current | 106,596 | 84,998 | 109,825 | |||
Interest Paid | 21,133 | 194,358 | ||||
Repayments of Related Party Debt | 20,000 | 0 | ||||
Proceeds from Related Party Debt | 0 | $ 247,500 | ||||
Strategic Capital Partners [Member] | Notes Payable Converted to Promissory Notes [Member] | ||||||
Notes Payable, Related Parties | $ 1,931,646 | 1,931,646 | 1,978,683 | |||
Strategic Capital Partners [Member] | Convertible Notes Payable [Member] | ||||||
Notes Payable, Related Parties | $ 500,000 | |||||
Coastal Compassion Inc. [Member] | ||||||
Working Capital Advances | $ 2,500,000 | |||||
Working Capital Advances, Term | 5 years | |||||
Note Receivable, Interest Rate | 18.00% | |||||
Consulting Services Term | 3 years | |||||
Consulting Services Revenue Monthly | $ 10,000 | |||||
Coastal Compassion Inc. [Member] | Construction and Working Capital Advances [Member] | ||||||
Due from Related Parties | 131,589 | 125,327 | ||||
Coastal Compassion Inc. [Member] | Construction and Working Capital Advances Excluding Accrued Interest [Member] | ||||||
Due from Related Parties | 119,635 | |||||
Coastal Compassion Inc. [Member] | Construction and Working Capital Advances Related Accrued Interest [Member] | ||||||
Due from Related Parties | 11,954 | 5,692 | ||||
Coastal Compassion Inc. [Member] | Maximum [Member] | ||||||
Working Capital Advances | $ 2,500,000 | |||||
Construction and Working Capital Advances [Member] | Construction and Working Capital Advances Excluding Accrued Interest [Member] | ||||||
Due from Related Parties | $ 119,635 | $ 119,635 |
Note 7 - Earnings Per Share (De
Note 7 - Earnings Per Share (Details Textual) - shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,305,000 | 1,205,000 | 1,305,000 | 1,205,000 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,566,000 | 9,981,000 | 10,166,000 | 4,341,000 |
Note 7 - Earnings Per Share - S
Note 7 - Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net loss | $ (1,374,364) | $ (516,765) | $ (2,771,894) | $ (2,210,764) |
Basic weighted average outstanding shares of common stock (in shares) | 19,366,000 | 18,236,435 | 19,007,371 | 17,031,000 |
Dilutive effects of common share equivalents (in shares) | 0 | 0 | 0 | 0 |
Dilutive weighted average outstanding shares of common stock (in shares) | 19,366,000 | 18,236,435 | 19,007,371 | 17,031,000 |
Basic and diluted loss per common share (in dollars per share) | $ (0.07) | $ (0.03) | $ (0.15) | $ (0.13) |
Note 8 - Income Taxes (Details
Note 8 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Loss Carryforwards | $ 4,370,404 | $ 2,551,748 |
Deferred Tax Assets, Gross | $ 928,986 | 431,968 |
Deferred Tax Assets, Valuation Allowance, Percent Offset | 100.00% | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 497,018 | $ 27,396 |
Note 8 - Income Taxes - Deferre
Note 8 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Deferred tax assets | $ 0 | $ 0 |
Deferred tax liabilities | 0 | 0 |
Net deferred tax assets/(liabilities) | $ 0 | $ 0 |
Note 8 - Income Taxes - Tempora
Note 8 - Income Taxes - Temporary Differences Between Basis and Reported Deferred Tax Assets (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Net operating loss, temporary difference | $ 1,789,958 | $ 1,156,331 |
Net operating loss | 663,358 | 428,536 |
Other temporary differences, temporary difference | 716,750 | 9,261 |
Other temporary differences | 265,628 | 3,432 |
Net deferred tax assets, temporary difference | 2,506,708 | 1,165,592 |
Net deferred tax assets | 928,986 | 431,968 |
Valuation allowance, temporary difference | (2,506,708) | (1,165,592) |
Valuation allowance | (928,986) | (431,968) |
Total deferred tax asset | 0 | 0 |
Deferred tax liabilities | 0 | 0 |
Net deferred tax assets/(liabilities) | $ 0 | $ 0 |
Note 8 - Income Taxes - Schedul
Note 8 - Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
U.S. Federal statutory graduated rate | 34.00% | 34.00% |
State income tax rate, net of federal benefit | 3.06% | 3.06% |
Total rate | 37.06% | 37.06% |
Less: Net operating loss for which no benefit is currently available | (37.06%) | (37.06%) |
Net effective rate | 0.00% | 0.00% |
Note 9 - Equity (Details Textua
Note 9 - Equity (Details Textual) - USD ($) | Sep. 01, 2017 | Aug. 18, 2017 | Mar. 21, 2017 | Nov. 07, 2016 | Oct. 17, 2016 | Jul. 14, 2016 | Feb. 19, 2015 | Sep. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 12, 2017 | Sep. 15, 2016 | Sep. 30, 2015 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | 0 | |||||||||||
Equity Units, Value, Subscriptions | $ 2,000,000 | $ 185,000 | $ 185,000 | $ 185,000 | ||||||||||||
Equity Units, Price Per Unit | $ 1 | $ 2 | $ 2 | $ 2 | ||||||||||||
Equity Units, Number of Shares of Common Stock in Each Unit | 1 | 1 | 1 | 1 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.68 | $ 3.42 | $ 3.68 | $ 3.68 | $ 6.19 | $ 8.92 | ||||||||||
Equity Units, Subscribed But Unissued, Gross Proceeds Receivable | $ 2,000,000 | $ 370,000 | $ 370,000 | $ 370,000 | ||||||||||||
Payments of Stock Issuance Costs | $ 193,726 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 50,000 | |||||||||||||||
Proceeds from Stock Options Exercised | $ 37,500 | $ 0 | ||||||||||||||
Allocated Share-based Compensation Expense | 37,450 | $ 131,075 | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 | $ 0 | $ 0 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,305,000 | 1,305,000 | 1,305,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 150,000 | 0 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.50 | |||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 0 | $ 0 | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 0 | |||||||||||||||
Stock Incentive Plan [Member] | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 222,988 | $ 222,988 | $ 9,173 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,500,000 | |||||||||||||||
Stock Incentive Plan [Member] | Employee Stock Option [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.62% | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 179.00% | |||||||||||||||
Sale Leaseback to MMP [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | ||||||||||||||
Stock Issued During Period, Shares, Issued to Lessor | 100,000 | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,640,000 | |||||||||||||||
Average Daily Volume Of Shares Trades | 100,000 | |||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||
Other Depreciation and Amortization | 0 | $ 5,708 | ||||||||||||||
Investment Relations Consulting Agreement [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 50,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 25,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 34,250 | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,200,000 | |||||||||||||||
Sale of Stock, Price Per Share | $ 0.001 | |||||||||||||||
Share Price | $ 0.75 | |||||||||||||||
Allocated Share-based Compensation Expense, Difference of Fair Market Value and Purchase Price | $ 898,800 | |||||||||||||||
Allocated Share-based Compensation Expense | 37,450 | $ 131,075 | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 | $ 0 | 0 | |||||||||||||
Consultants [Member] | Stock Incentive Plan [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 150,000 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.50 | |||||||||||||||
Equity Line Agreement [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 0 | |||||||||||||||
Purchase Price of Weighted Average Price of Common Stock | 90.00% | 90.00% | ||||||||||||||
Percentage of Closing Price of Common Stock | 75.00% | 75.00% | ||||||||||||||
Mountain States Capital, LLC [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | $ 10,000,000 | ||||||||||||||
Line of Credit Facility, Borrowing Capacity Available to Increase | 20,000,000 | |||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 500,000 | $ 500,000 | ||||||||||||||
Debt Instrument, Term | 1 year 180 days | |||||||||||||||
Long-term Line of Credit | $ 0 | $ 0 | $ 0 | |||||||||||||
Three Unrelated Parties [Member] | ||||||||||||||||
Long-term Line of Credit | $ 25,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 50,000 | 400,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 50,000 | 50,000 | ||||||||||||||
Proceeds from Stock Options Exercised | $ 37,500 | |||||||||||||||
Stock Issued During Period, Shares, Issued to Lessor | 100,000 | |||||||||||||||
Series I Warrants [Member] | ||||||||||||||||
Equity Units, Number of Warrants in Each Unit | 1 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||||||||||
Class of Warrant or Right, Fair Value of Warrant Issued, Percent | 43.00% | |||||||||||||||
Equity Units, Subscribed But Unissued, Potentially Receivable Additional Proceeds | $ 6,000,000 | |||||||||||||||
Series V Warrants [Member] | ||||||||||||||||
Equity Units, Number of Warrants in Each Unit | 1 | 1 | 1 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | 1 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | $ 5 | $ 5 | |||||||||||||
Class of Warrant or Right, Fair Value of Warrant Issued, Percent | 48.00% | 48.00% | ||||||||||||||
Equity Units, Subscribed But Unissued, Potentially Receivable Additional Proceeds | $ 925,000 | $ 925,000 | $ 925,000 | |||||||||||||
Warrants to Purchase Additional Shares [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.25 | $ 1.25 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 75,000 | 75,000 | ||||||||||||||
Unrelated Party [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 75,000 | |||||||||||||||
Strategic Capital Partners [Member] | ||||||||||||||||
Notes Payable, Related Parties | $ 2,431,646 | $ 1,978,683 | $ 1,931,646 | $ 1,978,683 | $ 1,978,683 | $ 2,024,297 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 400,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.25 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 800,000 | |||||||||||||||
Class of Warrant or Right Expiration Term | 45 days | |||||||||||||||
Number of Consecutive Trading Days | 20 days | |||||||||||||||
Average Daily Volume Of Shares Trades | 100,000 | |||||||||||||||
Strategic Capital Partners [Member] | Minimum [Member] | ||||||||||||||||
Average Closing Price per Share | $ 3 | |||||||||||||||
Strategic Capital Partners [Member] | Warrants to Purchase Additional Shares [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 3 | |||||||||||||||
Share Price | $ 1.02 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 800,000 | |||||||||||||||
Class of Warrant or Right, Issued During Period, Value | $ 410,328 | |||||||||||||||
Fair Value Assumptions, Exercise Price | $ 3 | |||||||||||||||
Fair Value Assumptions, Expected Term | 4 years | |||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.96% | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 100.00% | |||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||||||||||
Class of Warrant or Right Expiration Term | 45 days | |||||||||||||||
Average Closing Price per Share | $ 4.80 | |||||||||||||||
Number of Consecutive Trading Days | 20 days | |||||||||||||||
Average Daily Volume Of Shares Trades | 100,000 | |||||||||||||||
Strategic Capital Partners [Member] | Warrants to Purchase Additional Shares [Member] | Minimum [Member] | ||||||||||||||||
Fair Value Assumptions, Exercise Price | $ 1.74 | |||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | |||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.73% | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 163.00% | |||||||||||||||
Strategic Capital Partners [Member] | Warrants to Purchase Shares [Member] | ||||||||||||||||
Share Price | $ 1.02 | |||||||||||||||
Class of Warrant or Right, Issued During Period, Value | $ 510,960 | |||||||||||||||
Fair Value Assumptions, Exercise Price | $ 1.25 | |||||||||||||||
Fair Value Assumptions, Expected Term | 4 years | |||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.96% | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 100.00% | |||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||
Strategic Capital Partners [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Notes Payable, Related Parties | $ 500,000 |
Note 9 - Equity - Stock Option
Note 9 - Equity - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Shares Outstanding (in shares) | 1,305,000 | 1,205,000 | 1,205,000 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 8.29 | $ 8.70 | $ 8.70 | |
Outstanding, weighted average contractual term (Year) | 219 days | 328 days | 1 year 182 days | 1 year 182 days |
Shares Granted (in shares) | 150,000 | 0 | ||
Granted, weighted average exercise price (in dollars per share) | $ 2.50 | |||
Granted, weighted average contractual term (Year) | 4 years | |||
Stock issued for options exercised (in shares) | 50,000 | |||
Exercised, weighted average exercise price (in dollars per share) | $ 0.75 | |||
Exercised, weighted average contractual term (Year) | 2 years | |||
Shares Outstanding (in shares) | 1,305,000 | 1,305,000 | 1,205,000 | 1,205,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ 8.29 | $ 8.29 | $ 8.70 | $ 8.70 |
Shares Vested and expected to vest (in shares) | 1,305,000 | |||
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 8.29 | |||
Vested and expected to vest, weighted average contractual term (Year) | 328 days | |||
Shares Exercisable (in shares) | 1,305,000 | |||
Exercisable, weighted average exercise price (in dollars per share) | $ 8.29 | |||
Exercisable, weighted average contractual term (Year) | 328 days |
Note 9 - Equity - Warrant Activ
Note 9 - Equity - Warrant Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Outstanding, warrants (in shares) | 10,166,000 | 4,341,000 | 2,591,000 | |
Outstanding, warrants, weighted average exercise price (in dollars per share) | $ 3.68 | $ 6.19 | $ 8.92 | |
Outstanding, warrants, weighted average remaining contract term (Year) | 2 years 146 days | 2 years 146 days | 2 years 36 days | 2 years 255 days |
Granted, warrants (in shares) | 1,400,000 | 5,825,000 | 1,750,000 | |
Granted, warrants, weighted average exercise price (in dollars per share) | $ 1.50 | $ 1.81 | $ 2.14 | |
Granted, warrants, weighted average remaining contract term (Year) | 4 years 292 days | 3 years 36 days | 3 years 292 days | |
Outstanding, warrants (in shares) | 11,566,000 | 10,166,000 | 4,341,000 | 2,591,000 |
Outstanding, warrants, weighted average exercise price (in dollars per share) | $ 3.42 | $ 3.68 | $ 6.19 | $ 8.92 |
Class of warrant or right, outstanding, aggregate intrinsic value | $ 20,461,100 | $ 3,756,000 | ||
Vested and expected to vest, warrants (in shares) | 11,566,000 | 10,166,000 | ||
Vested and expected to vest, warrants, weighted average exercise price (in dollars per share) | $ 3.42 | $ 3.68 | ||
Vested and expected to vest , weighted average remaining contract term (Year) | 2 years 146 days | 2 years 146 days | ||
Class of warrant or right, vested and expected to vest, aggregate intrinsic value | $ 20,461,100 | |||
Exercisable, warrants (in shares) | 7,826,000 | 6,526,000 | ||
Exercisable, warrants, weighted average exercise price (in dollars per share) | $ 5.50 | $ 5.18 | ||
Exercisable, warrants, weighted average remaining contract term (Year) | 2 years 73 days | 2 years | ||
Class of warrant or right, exercisable, aggregate intrinsic value | $ 8,954,500 | $ 480,000 |
Note 10 - Commitments and Con62
Note 10 - Commitments and Contingencies (Details Textual) | Feb. 16, 2018USD ($)$ / sharesshares | Oct. 17, 2017USD ($)$ / sharesshares | Oct. 17, 2016USD ($)a$ / shares$ / itemshares | Dec. 01, 2014USD ($) | Oct. 04, 2014USD ($) | Jul. 31, 2014USD ($)a | Mar. 25, 2014USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Dec. 12, 2017$ / shares | Dec. 04, 2017a | Sep. 30, 2015$ / shares | Jan. 14, 2015USD ($)a |
Area of Land | a | 5 | 5 | |||||||||||||||
Payments to Acquire Land Held-for-use | $ 2,250,809 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.42 | $ 3.68 | $ 6.19 | $ 6.19 | $ 6.19 | $ 8.92 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Security Deposit | $ 3,110 | $ 3,110 | $ 3,110 | $ 3,110 | $ 3,110 | ||||||||||||
Operating Leases, Office Space [Member] | |||||||||||||||||
Operating Leases, Rent Expense, Net | 35,610 | 35,145 | |||||||||||||||
Operating Leases, Monthly Payment | 1,845 | 2,920 | |||||||||||||||
Security Deposit | 3,110 | ||||||||||||||||
Operating Leases, Automobile [Member] | |||||||||||||||||
Lessee, Operating Lease, Term of Contract | 3 years 90 days | ||||||||||||||||
Operating Leases, Rent Expense, Net | 7,390 | 7,483 | |||||||||||||||
Operating Leases, Monthly Payment | $ 611 | ||||||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||||||
Warrants Issued During Period, Value, Sale Leaseback Transaction | $ 1,972,966 | ||||||||||||||||
Stock Issued During Period, Value, Sale Leaseback Transaction | 73,000 | ||||||||||||||||
Warrants Issued for Lease Amendment [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 100,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | ||||||||||||||||
Subsequent Event [Member] | Warrants Issued for Lease Amendment [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | 100,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | $ 1.50 | |||||||||||||||
Sale Leaseback to MMP [Member] | |||||||||||||||||
Payments to Acquire Land | $ 925,000 | ||||||||||||||||
Lessee, Operating Lease, Term of Contract | 50 years | ||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Number of Renewal Periods | 4 | ||||||||||||||||
Lessee, Operating Lease, Renewal Term | 10 years | ||||||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments | $ 30,000 | ||||||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments, Per Square Foot | $ / item | 0.38 | ||||||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments, Percentage of Gross Monthly Sales | 1.50% | ||||||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments, Adjustment Period | 5 years | ||||||||||||||||
Sale Leaseback Transaction, Period Available to Obtain Capital Funding for Construction of the First Phase Building | 1 year 120 days | 180 days | |||||||||||||||
Sales Leaseback Transaction, Amount of Capital Funding to Obtain For Construction of the First Phase Building | $ 2,600,000 | $ 2,600,000 | |||||||||||||||
Sale Leaseback Transaction, Additional Period Available to Obtain Capital Funding for Construction of the First Phase Building | 180 days | ||||||||||||||||
Sale Leaseback Transaction, Period Unable to Obtain Capital Funding for Construction of the First Phase Building, After Which the Arrangement Will Terminate | 1 year | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 3,640,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | $ 1 | |||||||||||||||
Sale Leaseback Transaction, Discount to the Purchase Price, Monthly Reduction in Payments | $ 1,542 | ||||||||||||||||
Stock Issued During Period, Shares, Sale Leaseback Transaction | shares | 100,000 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||||||||
Sale Leaseback to MMP [Member] | Warrant [Member] | |||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.12% | ||||||||||||||||
Fair Value Assumptions, Expected Term | 4 years | ||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 115.00% | ||||||||||||||||
Sale Leaseback to MMP [Member] | Subsequent Event [Member] | |||||||||||||||||
Sale Leaseback Transaction, Period Available to Obtain Capital Funding for Construction of the First Phase Building | 1 year 180 days | 1 year 120 days | |||||||||||||||
Sales Leaseback Transaction, Amount of Capital Funding to Obtain For Construction of the First Phase Building | $ 2,600,000 | $ 2,600,000 | |||||||||||||||
Investment Relations Consulting Agreement [Member] | |||||||||||||||||
Monthly Consulting Services Payment | $ 4,000 | ||||||||||||||||
Massachusetts Land Purchase [Member] | |||||||||||||||||
Area of Land | a | 52.6 | 52.6 | |||||||||||||||
Deposits on Land | $ 100,000 | ||||||||||||||||
Land, Selling Price | $ 4,475,000 | 4,325,000 | |||||||||||||||
Payments to Acquire Land | $ 725,000 | $ 925,000 | |||||||||||||||
Land Purchase, Previous Payments Credited Against the Total Purchase Price | 925,000 | ||||||||||||||||
Payments to Acquire Land Held-for-use | $ 3,550,000 | ||||||||||||||||
Operating Leases, Rent Expense, Net | $ 108,625 | $ 98,852 | $ 506,765 | $ 0 | |||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Officer Employment Agreement, Initial Term | 3 years | ||||||||||||||||
Chief Executive Officer [Member] | Officer Employment Agreement [Member] | |||||||||||||||||
Officer Employment Agreement, Time Devoted, Percentage | 50.00% | ||||||||||||||||
Officer Employment Agreement, Monthly Payment | $ 12,000 |
Note 10 - Commitments and Con63
Note 10 - Commitments and Contingencies - Future Rental Payments Under Operating Leases (Details) | Sep. 30, 2017USD ($) |
2,018 | $ 342,406 |
2,019 | 341,496 |
2,020 | 341,496 |
2,021 | 341,496 |
2,022 | 341,496 |
Thereafter | 15,026,024 |
Total | $ 16,734,414 |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details Textual) | Feb. 16, 2018USD ($)$ / sharesshares | Nov. 13, 2017USD ($)$ / shares | Oct. 30, 2017USD ($)$ / sharesshares | Oct. 17, 2017USD ($)$ / sharesshares | Oct. 05, 2017USD ($)$ / shares | Oct. 17, 2016USD ($)a$ / sharesshares | Dec. 31, 2017$ / shares | Dec. 12, 2017$ / shares | Dec. 04, 2017a | Sep. 30, 2017$ / shares | Sep. 30, 2016$ / sharesshares | Sep. 30, 2015$ / shares | Jan. 14, 2015a | Jul. 31, 2014a |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.42 | $ 3.68 | $ 6.19 | $ 8.92 | ||||||||||
Area of Land | a | 5 | 5 | ||||||||||||
Sale Leaseback to MMP [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 3,640,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | ||||||||||||
Lessee, Operating Lease, Term of Contract | 50 years | |||||||||||||
Sale Leaseback Transaction, Period Available to Obtain Capital Funding for Construction of the First Phase Building | 1 year 120 days | 180 days | ||||||||||||
Sales Leaseback Transaction, Amount of Capital Funding to Obtain For Construction of the First Phase Building | $ | $ 2,600,000 | $ 2,600,000 | ||||||||||||
Massachusetts Land Purchase [Member] | ||||||||||||||
Area of Land | a | 52.6 | 52.6 | ||||||||||||
Warrants Issued to Unrelated Parties Lenders [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 660,000 | 75,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 0.75 | ||||||||||||
Warrants Issued for Lease Amendment [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 100,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||
Subsequent Event [Member] | Sale Leaseback to MMP [Member] | ||||||||||||||
Sale Leaseback Transaction, Period Available to Obtain Capital Funding for Construction of the First Phase Building | 1 year 180 days | 1 year 120 days | ||||||||||||
Sales Leaseback Transaction, Amount of Capital Funding to Obtain For Construction of the First Phase Building | $ | $ 2,600,000 | $ 2,600,000 | ||||||||||||
Subsequent Event [Member] | Warrants Issued to Unrelated Parties Lenders [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 660,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||
Subsequent Event [Member] | Warrants Issued for Lease Amendment [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | 100,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 | ||||||||||||
Unrelated Party [Member] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.75 | |||||||||||||
Unrelated Party [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||
Unrelated Party [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | |||||||||||||
Unrelated Party [Member] | Construction Loans [Member] | ||||||||||||||
Proceeds from Issuance of Long-term Debt | $ | $ 800,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | |||||||||||||
Unrelated Party [Member] | Subsequent Event [Member] | Convertible Debt [Member] | ||||||||||||||
Proceeds from Issuance of Long-term Debt | $ | $ 68,000 | $ 128,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||
Debt Instrument, Conversion Price, Market Price | $ 1.35 | $ 1.35 | ||||||||||||
Debt Instrument, Variable Conversion Price, Input, Percentage | 65.00% | 65.00% | ||||||||||||
Debt Instrument, Fixed Conversion Price | 1 | 1 | ||||||||||||
Unrelated Party [Member] | Subsequent Event [Member] | Convertible Debt [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument, Prepay, Premiums, Percentage | 15.00% | 15.00% | ||||||||||||
Unrelated Party [Member] | Subsequent Event [Member] | Convertible Debt [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument, Prepay, Premiums, Percentage | 35.00% | 35.00% | ||||||||||||
Unrelated Party [Member] | Subsequent Event [Member] | Construction Loans [Member] | ||||||||||||||
Proceeds from Issuance of Long-term Debt | $ | $ 800,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 |
Note 1 - Nature of Business a65
Note 1 - Nature of Business and Basis of Presentation (Details Textual) | Jan. 17, 2014 |
Ownership Percentage, Transfered | 93.00% |
Note 1 - Nature of Business a66
Note 1 - Nature of Business and Basis of Presentation - Restricted Cash (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Cash and cash equivalents | $ 732,355 | $ 1,627 | $ 24 | $ 201,353 | |
Restricted cash | 365,480 | ||||
Total cash, cash equivalents, and restricted cash shown in the cash flow statement | $ 1,097,835 | $ 1,627 | $ 802,769 | $ 24 |
Note 2 - Going Concern (Detai67
Note 2 - Going Concern (Details Textual) - USD ($) | Jan. 18, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Retained Earnings (Accumulated Deficit) | $ (10,051,189) | $ (8,676,825) | $ (5,904,931) | ||
Net Income (Loss) Attributable to Parent | (1,374,364) | $ (516,765) | (2,771,894) | (2,210,764) | |
Allowance for Notes, Loans and Financing Receivable, Noncurrent | 469,699 | 469,699 | 469,699 | ||
Subsequent Event [Member] | Demand for Arbitration against WGP [Member] | |||||
Litigation Settlement, Amount Awarded from Other Party | $ 1,045,000 | ||||
Litigation Settlement, Amount Awarded Receivable from Other Party, Interest Rate | 18.00% | ||||
Litigation Settlement Interest | $ (523,023) | ||||
Litigation Settlement, Amount Awarded from Other Party, Including Interest | $ 1,568,023 | ||||
Wellness Group Pharms LLC [Member] | |||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | 1,251,829 | 1,250,014 | |||
Allowance for Notes, Loans and Financing Receivable, Noncurrent | $ 469,699 | $ 469,699 | $ 469,699 |
Note 3 - Notes and Other Rece68
Note 3 - Notes and Other Receivables - Schedule of Notes Receivables (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Notes and other receivables | $ 913,719 | $ 905,642 | $ 1,085,386 |
Wellness Group Pharms LLC [Member] | |||
Notes and other receivables | 782,130 | 780,315 | 780,315 |
Coastal Compassion Inc. [Member] | |||
Notes and other receivables | $ 131,589 | $ 125,327 | $ 57,693 |
Note 3 - Notes and Other Rece69
Note 3 - Notes and Other Receivables - Schedule of Notes Receivables (Details) (Parentheticals) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Notes and other receivables, allowance | $ 469,699 | $ 469,699 | $ 469,699 |
Wellness Group Pharms LLC [Member] | |||
Secured note | $ 673,294 | $ 673,294 | $ 673,294 |
Interest rate | 18.00% | 18.00% | 18.00% |
Accrued consulting fees | $ 40,000 | $ 40,000 | $ 40,000 |
Construction advances | 332,357 | 332,357 | 332,357 |
Accrued interest | 206,178 | 204,363 | 204,363 |
Notes and other receivables, allowance | $ 469,699 | $ 469,699 | $ 469,699 |
Coastal Compassion Inc. [Member] | |||
Interest rate | 18.00% | 18.00% | 18.00% |
Construction advances | $ 119,635 | $ 119,635 | $ 119,635 |
Accrued interest | 11,954 | 5,692 | 5,692 |
Maximum financing amount | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 |
Note 4 - Land (Details Textual)
Note 4 - Land (Details Textual) | Dec. 04, 2017USD ($)a | Oct. 05, 2017USD ($) | Jul. 31, 2014USD ($)a | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Area of Land | a | 5 | 5 | |||||
Payments to Acquire Land Held-for-use | $ 2,250,809 | ||||||
Land | $ 1,611,312 | ||||||
Assets Held-for-sale, Not Part of Disposal Group, Noncurrent | 1,611,312 | ||||||
Gain (Loss) on Disposition of Property Plant Equipment | $ (2,861) | ||||||
Repayments of Notes Payable | 227,904 | 227,904 | $ 0 | ||||
Interest Paid, Net | 54,040 | $ 164,450 | $ 396,841 | $ 151,925 | |||
Unrelated Party [Member] | Construction Loans [Member] | |||||||
Repayments of Notes Payable | $ 601,363 | ||||||
Debt Instrument, Face Amount | 800,000 | ||||||
Loan Secured by Land [Member] | |||||||
Repayments of Notes Payable | 990,000 | $ 990,000 | |||||
Interest Paid, Net | 17,088 | ||||||
Land [Member] | |||||||
Gain (Loss) on Disposition of Property Plant Equipment | $ (2,861) | ||||||
Parcel of Land in Denver, Colorado [Member] | |||||||
Proceeds from Sale of Land Held-for-use | $ 1,760,000 |
Note 5 - Notes Payable (Detai71
Note 5 - Notes Payable (Details Textual) | Dec. 29, 2017USD ($)$ / sharesshares | Dec. 04, 2017USD ($)a | Nov. 13, 2017USD ($)$ / shares | Oct. 30, 2017USD ($)$ / sharesshares | Oct. 05, 2017USD ($)$ / shares | Jul. 14, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($)$ / sharesshares | Aug. 25, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 15, 2016$ / sharesshares | May 01, 2016USD ($) | Feb. 01, 2016USD ($) | Sep. 30, 2015$ / shares | Jul. 31, 2014a |
Area of Land | a | 5 | 5 | ||||||||||||||||||
Repayments of Notes Payable | $ 227,904 | $ 227,904 | $ 0 | |||||||||||||||||
Interest Expense | 754,379 | 81,575 | 201,367 | 162,834 | ||||||||||||||||
Amortization of Debt Discount (Premium) | $ 708,645 | 21,668 | $ 9,636 | $ 0 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.68 | $ 6.19 | $ 3.42 | $ 3.42 | $ 3.68 | $ 6.19 | $ 8.92 | |||||||||||||
Debt Instrument, Unamortized Discount | $ 0 | $ 35,250 | $ 843,452 | $ 843,452 | $ 0 | $ 35,250 | ||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 756,637 | |||||||||||||||||||
Strategic Capital Partners [Member] | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | 5,341 | 9,763 | 25,614 | 0 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.25 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 800,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | |||||||||||||||||||
Line of Credit Outstanding Amount Assumed by Related Party | $ 521,297 | |||||||||||||||||||
Notes Payable, Related Parties | $ 2,431,646 | 1,978,683 | $ 2,024,297 | 1,931,646 | 1,931,646 | 1,978,683 | $ 2,024,297 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 400,000 | |||||||||||||||||||
Average Daily Volume Of Shares Trades | shares | 100,000 | |||||||||||||||||||
Debt Instrument, Unamortized Premium | $ 72,651 | 47,037 | 41,696 | 41,696 | 47,037 | |||||||||||||||
Strategic Capital Partners [Member] | Debt Converted into Common Stock [Member] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 500,000 | |||||||||||||||||||
Strategic Capital Partners [Member] | Debt Converted into Promissory Notes [Member] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,931,646 | |||||||||||||||||||
GVC Capital LLC [Member] | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 15,438 | |||||||||||||||||||
Payments of Debt Issuance Costs | 64,000 | |||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 48,562 | |||||||||||||||||||
Warrants Issued to Unrelated Parties Lenders [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 660,000 | 75,000 | 75,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | $ 0.75 | $ 0.75 | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 35,250 | $ 35,250 | ||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 35,250 | |||||||||||||||||||
Warrants Issued to Accredited Investors [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 533,333 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | |||||||||||||||||||
Warrants Issued to Placement Agent [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 106,667 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | |||||||||||||||||||
Warrant to Related Party, Set 1 [Member] | Strategic Capital Partners [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 800,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | |||||||||||||||||||
Warrants to Purchase Additional Shares [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 75,000 | 75,000 | 75,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | $ 1.25 | $ 1.25 | |||||||||||||||||
Warrants to Purchase Additional Shares [Member] | Strategic Capital Partners [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 800,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3 | |||||||||||||||||||
Average Closing Price per Share | $ / shares | $ 4.80 | |||||||||||||||||||
Average Daily Volume Of Shares Trades | shares | 100,000 | |||||||||||||||||||
Minimum [Member] | Strategic Capital Partners [Member] | ||||||||||||||||||||
Average Closing Price per Share | $ / shares | $ 3 | |||||||||||||||||||
Unrelated Party [Member] | ||||||||||||||||||||
Interest Expense | 4,267 | $ 12,337 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | ||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 1,000,000 | $ 200,000 | ||||||||||||||||||
Unrelated Party [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||||||||||||
Unrelated Party [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 18.00% | ||||||||||||||||||
Unrelated Party [Member] | Construction Loans [Member] | ||||||||||||||||||||
Repayments of Notes Payable | $ 601,363 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 800,000 | |||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 357,612 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | 712,736 | 0 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.50 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 442,388 | |||||||||||||||||||
Debt Instrument, Face Amount | 800,000 | |||||||||||||||||||
Loan Secured by Land [Member] | ||||||||||||||||||||
Repayments of Notes Payable | $ 990,000 | 990,000 | ||||||||||||||||||
Promissory Notes [member] | Unrelated Party [Member] | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 150,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||
Proceeds from Lines of Credit | 80,000 | 89,677 | ||||||||||||||||||
Interest Payable | 1,255 | 4,311 | 4,311 | 1,255 | ||||||||||||||||
Interest Expense | 3,057 | 0 | 1,255 | $ 0 | ||||||||||||||||
Loans Due and Payable on October 5, 2018 [Member] | Unrelated Party [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 128,000 | |||||||||||||||||||
Debt Instrument, Conversion Price, Market Price | $ / shares | $ 1.35 | |||||||||||||||||||
Debt Instrument, Variable Conversion Price, Input, Percentage | 65.00% | |||||||||||||||||||
Debt Instrument, Fixed Conversion Price | 1 | |||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | 750 | 0 | ||||||||||||||||||
Loans Due and Payable on October 5, 2018 [Member] | Unrelated Party [Member] | Convertible Debt [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument, Prepay, Premiums, Percentage | 15.00% | |||||||||||||||||||
Loans Due and Payable on October 5, 2018 [Member] | Unrelated Party [Member] | Convertible Debt [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument, Prepay, Premiums, Percentage | 35.00% | |||||||||||||||||||
Loans Due and Payable on November 13, 2018 [Member] | Unrelated Party [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 68,000 | |||||||||||||||||||
Debt Instrument, Conversion Price, Market Price | $ / shares | $ 1.35 | |||||||||||||||||||
Debt Instrument, Variable Conversion Price, Input, Percentage | 65.00% | |||||||||||||||||||
Debt Instrument, Fixed Conversion Price | 1 | |||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | 500 | 0 | ||||||||||||||||||
Loans Due and Payable on November 13, 2018 [Member] | Unrelated Party [Member] | Convertible Debt [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument, Prepay, Premiums, Percentage | 15.00% | |||||||||||||||||||
Loans Due and Payable on November 13, 2018 [Member] | Unrelated Party [Member] | Convertible Debt [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument, Prepay, Premiums, Percentage | 35.00% | |||||||||||||||||||
Notes Due and Payable on December 31, 2018 [Member] | Accredited Investors [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 128,976 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.50 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 607,024 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 800,000 | |||||||||||||||||||
Promissory Note One [Member] | Strategic Capital Partners [Member] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.50% | |||||||||||||||||||
Interest Payable | 47,630 | 47,630 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.25 | |||||||||||||||||||
Notes Payable, Related Parties | $ 1,000,000 | |||||||||||||||||||
Average Closing Price per Share | $ / shares | $ 2.50 | |||||||||||||||||||
Convertible Debt, Number of Trading Days | 20 | |||||||||||||||||||
Average Daily Volume Of Shares Trades | shares | 100,000 | |||||||||||||||||||
Period to Notify End of Right to Convert Notes | 10 days | |||||||||||||||||||
Period before Right to Convert Notes Expires | 45 days | |||||||||||||||||||
Promissory Note Two [Member] | Strategic Capital Partners [Member] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||
Interest Payable | $ 37,368 | $ 106,596 | $ 84,998 | $ 106,596 | $ 37,368 | $ 0 | ||||||||||||||
Notes Payable, Related Parties | $ 931,646 |
Note 6 - Related Party Transa72
Note 6 - Related Party Transactions (Details Textual) - USD ($) | Apr. 07, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 14, 2016 |
Interest Expense, Related Party | $ 37,390 | $ 32,968 | $ 143,917 | $ 109,825 | ||
Interest Payable, Current | 115,337 | 86,253 | 118,749 | |||
Strategic Capital Partners [Member] | ||||||
Notes Payable, Related Parties | 1,931,646 | 1,978,683 | 2,024,297 | $ 2,431,646 | ||
Interest Expense, Related Party | 37,390 | $ 32,968 | 143,917 | 109,825 | ||
Interest Payable, Current | 106,596 | 84,998 | $ 109,825 | |||
Interest Paid | 21,133 | 194,358 | ||||
Strategic Capital Partners [Member] | Notes Payable Converted to Promissory Notes [Member] | ||||||
Notes Payable, Related Parties | 1,931,646 | 1,978,683 | $ 1,931,646 | |||
Coastal Compassion Inc. [Member] | ||||||
Working Capital Advances | $ 2,500,000 | |||||
Working Capital Advances, Term | 5 years | |||||
Note Receivable, Interest Rate | 18.00% | |||||
Consulting Services Term | 3 years | |||||
Consulting Services Revenue Monthly | $ 10,000 | |||||
Coastal Compassion Inc. [Member] | Construction and Working Capital Advances [Member] | ||||||
Due from Related Parties | 131,589 | 125,327 | ||||
Coastal Compassion Inc. [Member] | Construction and Working Capital Advances Excluding Accrued Interest [Member] | ||||||
Due from Related Parties | 119,635 | |||||
Coastal Compassion Inc. [Member] | Construction and Working Capital Advances Related Accrued Interest [Member] | ||||||
Due from Related Parties | 11,954 | 5,692 | ||||
Coastal Compassion Inc. [Member] | Maximum [Member] | ||||||
Working Capital Advances | $ 2,500,000 | |||||
Construction and Working Capital Advances [Member] | Construction and Working Capital Advances Excluding Accrued Interest [Member] | ||||||
Due from Related Parties | $ 119,635 | $ 119,635 |
Note 7 - Loss Per Share (Detail
Note 7 - Loss Per Share (Details Textual) - shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,305,000 | 1,205,000 | 1,305,000 | 1,205,000 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,566,000 | 9,981,000 | 10,166,000 | 4,341,000 |
Note 7 - Loss Per Share - Sched
Note 7 - Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net loss | $ (1,374,364) | $ (516,765) | $ (2,771,894) | $ (2,210,764) |
Basic weighted average outstanding shares of common stock (in shares) | 19,366,000 | 18,236,435 | 19,007,371 | 17,031,000 |
Dilutive effects of common share equivalents (in shares) | 0 | 0 | 0 | 0 |
Dilutive weighted average outstanding shares of common stock (in shares) | 19,366,000 | 18,236,435 | 19,007,371 | 17,031,000 |
Basic and diluted loss per common share (in dollars per share) | $ (0.07) | $ (0.03) | $ (0.15) | $ (0.13) |
Note 8 - Income Taxes (Detail75
Note 8 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2017 | |
Income Tax Expense (Benefit) | $ 0 | |
Deferred Income Tax Assets, Net | 0 | |
Unrecognized Tax Benefits | $ 0 | $ 0 |
Note 9 - Stock Based Compensa76
Note 9 - Stock Based Compensation (Details Textual) - USD ($) shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Allocated Share-based Compensation Expense | $ 37,450 | $ 131,075 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | |||
Allocated Share-based Compensation Expense | $ 0 | $ 18,725 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 0 | |||
Employee Stock Option [Member] | ||||
Allocated Share-based Compensation Expense | 0 | $ 0 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 |
Note 9 - Stock Based Compensa77
Note 9 - Stock Based Compensation - Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Shares Outstanding (in shares) | 1,305,000 | 1,305,000 | 1,205,000 | 1,205,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ 8.29 | $ 8.29 | $ 8.70 | $ 8.70 |
Outstanding, weighted average contractual term (Year) | 219 days | 328 days | 1 year 182 days | 1 year 182 days |
Outstanding, aggregate intrinsic value | $ 431,200 |
Note 10 - Commitments and Con78
Note 10 - Commitments and Contingencies (Details Textual) | Feb. 16, 2018USD ($)$ / sharesshares | Oct. 17, 2017USD ($)$ / sharesshares | Oct. 17, 2016USD ($)a$ / shares$ / itemshares | Apr. 07, 2016USD ($) | Jul. 31, 2014USD ($)a | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Dec. 12, 2017$ / shares | Dec. 04, 2017a | Sep. 30, 2015$ / shares | Jan. 14, 2015a |
Area of Land | a | 5 | 5 | |||||||||||||
Payments to Acquire Land Held-for-use | $ 2,250,809 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.42 | $ 3.68 | $ 6.19 | $ 6.19 | $ 6.19 | $ 8.92 | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Operating Leases, Future Minimum Payments, Due in Two Years | $ 341,496 | ||||||||||||||
Operating Leases, Future Minimum Payments, Due in Three Years | 341,496 | ||||||||||||||
Operating Leases, Future Minimum Payments, Due in Four Years | 341,496 | ||||||||||||||
Operating Leases, Future Minimum Payments, Due in Five Years | 341,496 | ||||||||||||||
Operating Leases, Office Space [Member] | |||||||||||||||
Operating Leases, Rent Expense, Net | 35,610 | $ 35,145 | |||||||||||||
Operating Leases, Monthly Payment | $ 1,845 | 2,920 | |||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||||
Warrants Issued During Period, Value, Sale Leaseback Transaction | $ 1,972,966 | ||||||||||||||
Stock Issued During Period, Value, Sale Leaseback Transaction | 73,000 | ||||||||||||||
Warrants Issued for Lease Amendment [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 100,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | ||||||||||||||
Warrants and Rights Outstanding | 171,307 | ||||||||||||||
Warrants Issued for Lease Amendment [Member] | Subsequent Event [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | 100,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | $ 1.50 | |||||||||||||
Sale Leaseback to MMP [Member] | |||||||||||||||
Payments to Acquire Land | $ 925,000 | ||||||||||||||
Lessee, Operating Lease, Term of Contract | 50 years | ||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Number of Renewal Periods | 4 | ||||||||||||||
Lessee, Operating Lease, Renewal Term | 10 years | ||||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments | $ 30,000 | ||||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments, Per Square Foot | $ / item | 0.38 | ||||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments, Percentage of Gross Monthly Sales | 1.50% | ||||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments, Adjustment Period | 5 years | ||||||||||||||
Sale Leaseback Transaction, Period Available to Obtain Capital Funding for Construction of the First Phase Building | 1 year 120 days | 180 days | |||||||||||||
Sales Leaseback Transaction, Amount of Capital Funding to Obtain For Construction of the First Phase Building | $ 2,600,000 | $ 2,600,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 3,640,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | $ 1 | |||||||||||||
Sale Leaseback Transaction, Discount to the Purchase Price, Monthly Reduction in Payments | $ 1,542 | ||||||||||||||
Stock Issued During Period, Shares, Sale Leaseback Transaction | shares | 100,000 | ||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||||||
Sale Leaseback to MMP [Member] | Warrant [Member] | |||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.12% | ||||||||||||||
Fair Value Assumptions, Expected Term | 4 years | ||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 115.00% | ||||||||||||||
Sale Leaseback to MMP [Member] | Subsequent Event [Member] | |||||||||||||||
Sale Leaseback Transaction, Period Available to Obtain Capital Funding for Construction of the First Phase Building | 1 year 180 days | 1 year 120 days | |||||||||||||
Sales Leaseback Transaction, Amount of Capital Funding to Obtain For Construction of the First Phase Building | $ 2,600,000 | $ 2,600,000 | |||||||||||||
Massachusetts Land Purchase [Member] | |||||||||||||||
Area of Land | a | 52.6 | 52.6 | |||||||||||||
Payments to Acquire Land | $ 725,000 | $ 925,000 | |||||||||||||
Land, Selling Price | $ 4,475,000 | $ 4,325,000 | |||||||||||||
Payments to Acquire Land Held-for-use | $ 3,550,000 | ||||||||||||||
Operating Leases, Rent Expense, Net | 108,625 | $ 98,852 | 506,765 | $ 0 | |||||||||||
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | 256,122 | ||||||||||||||
Operating Leases, Future Minimum Payments, Due in Two Years | 341,496 | ||||||||||||||
Operating Leases, Future Minimum Payments, Due in Three Years | 341,496 | ||||||||||||||
Operating Leases, Future Minimum Payments, Due in Four Years | 341,496 | ||||||||||||||
Operating Leases, Future Minimum Payments, Due in Five Years | 341,496 | ||||||||||||||
Operating Leases, Future Minimum Payments, Due in Four and Five Years | 15,026,024 | ||||||||||||||
Coastal Compassion Inc. [Member] | |||||||||||||||
Working Capital Advances | $ 2,500,000 | ||||||||||||||
Working Capital Advances, Term | 5 years | ||||||||||||||
Note Receivable, Interest Rate | 18.00% | ||||||||||||||
Officer Employment Agreement, Initial Term | 3 years | ||||||||||||||
Consulting Services Revenue Monthly | $ 10,000 | ||||||||||||||
Coastal Compassion Inc. [Member] | Construction and Working Capital Advances [Member] | |||||||||||||||
Due from Related Parties | 131,589 | 125,327 | |||||||||||||
Coastal Compassion Inc. [Member] | Construction and Working Capital Advances Excluding Accrued Interest [Member] | |||||||||||||||
Due from Related Parties | 119,635 | ||||||||||||||
Coastal Compassion Inc. [Member] | Construction and Working Capital Advances Related Accrued Interest [Member] | |||||||||||||||
Due from Related Parties | $ 11,954 | $ 5,692 |
Note 11 - Shareholders' Equit79
Note 11 - Shareholders' Equity (Details Textual) - USD ($) | Jul. 14, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 12, 2017 | Sep. 01, 2017 | Oct. 17, 2016 | Sep. 15, 2016 | Sep. 30, 2015 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.42 | $ 3.68 | $ 6.19 | $ 8.92 | |||||
Class of Warrant or Right, Granted During Period | 1,400,000 | 5,825,000 | 1,750,000 | ||||||
Class of Warrant or Right, Granted During Period, Exercise Price | $ 1.50 | $ 1.81 | $ 2.14 | ||||||
Warrants to Purchase Additional Shares [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.25 | $ 1.25 | |||||||
Strategic Capital Partners [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||||
Strategic Capital Partners [Member] | Warrants to Purchase Additional Shares [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | ||||||||
Fair Value Assumptions, Expected Term | 4 years | ||||||||
Fair Value Assumptions, Expected Volatility Rate | 100.00% | ||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.96% | ||||||||
Fair Value Assumptions, Exercise Price | $ 3 | ||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||
Minimum [Member] | Strategic Capital Partners [Member] | Warrants to Purchase Additional Shares [Member] | |||||||||
Fair Value Assumptions, Expected Term | 3 years | ||||||||
Fair Value Assumptions, Expected Volatility Rate | 163.00% | ||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.73% | ||||||||
Fair Value Assumptions, Exercise Price | $ 1.74 | ||||||||
Maximum [Member] | Strategic Capital Partners [Member] | Warrants to Purchase Additional Shares [Member] | |||||||||
Fair Value Assumptions, Expected Term | 5 years | ||||||||
Fair Value Assumptions, Expected Volatility Rate | 176.00% | ||||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.00% | ||||||||
Fair Value Assumptions, Exercise Price | $ 4.09 | ||||||||
Sale Leaseback to MMP [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | |||||||
Equity Line Agreement [Member] | |||||||||
Purchase Price of Weighted Average Price of Common Stock | 90.00% | 90.00% | |||||||
Percentage of Closing Price of Common Stock | 75.00% | 75.00% | |||||||
Mountain States Capital, LLC [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | $ 10,000,000 | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 500,000 | $ 500,000 |
Note 11 - Shareholders' Equit80
Note 11 - Shareholders' Equity - Warrant Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Outstanding, warrants (in shares) | 10,166,000 | 4,341,000 | 2,591,000 | |
Outstanding, warrants, weighted average exercise price (in dollars per share) | $ 3.68 | $ 6.19 | $ 8.92 | |
Outstanding, warrants, weighted average remaining contract term (Year) | 2 years 146 days | 2 years 146 days | 2 years 36 days | 2 years 255 days |
Granted, warrants (in shares) | 1,400,000 | 5,825,000 | 1,750,000 | |
Granted, warrants, weighted average exercise price (in dollars per share) | $ 1.50 | $ 1.81 | $ 2.14 | |
Granted, warrants, weighted average remaining contract term (Year) | 4 years 292 days | 3 years 36 days | 3 years 292 days | |
Outstanding, warrants (in shares) | 11,566,000 | 10,166,000 | 4,341,000 | 2,591,000 |
Outstanding, warrants, weighted average exercise price (in dollars per share) | $ 3.42 | $ 3.68 | $ 6.19 | $ 8.92 |
Class of warrant or right, outstanding, aggregate intrinsic value | $ 20,461,100 | $ 3,756,000 | ||
Vested and expected to vest, warrants (in shares) | 11,566,000 | 10,166,000 | ||
Vested and expected to vest, warrants, weighted average exercise price (in dollars per share) | $ 3.42 | $ 3.68 | ||
Vested and expected to vest , weighted average remaining contract term (Year) | 2 years 146 days | 2 years 146 days | ||
Class of warrant or right, vested and expected to vest, aggregate intrinsic value | $ 20,461,100 | |||
Exercisable, warrants (in shares) | 7,826,000 | 6,526,000 | ||
Exercisable, warrants, weighted average exercise price (in dollars per share) | $ 5.50 | $ 5.18 | ||
Exercisable, warrants, weighted average remaining contract term (Year) | 2 years 73 days | 2 years | ||
Class of warrant or right, exercisable, aggregate intrinsic value | $ 8,954,500 | $ 480,000 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details Textual) - USD ($) | Feb. 16, 2018 | Jan. 18, 2018 | Oct. 17, 2017 | Oct. 17, 2016 | Feb. 12, 2018 | Dec. 31, 2017 | Dec. 29, 2017 | Dec. 12, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.42 | $ 3.68 | $ 6.19 | $ 8.92 | |||||||
Sale Leaseback to MMP [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,640,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | |||||||||
Sale Leaseback Transaction, Period Available to Obtain Capital Funding for Construction of the First Phase Building | 1 year 120 days | 180 days | |||||||||
Sales Leaseback Transaction, Amount of Capital Funding to Obtain For Construction of the First Phase Building | $ 2,600,000 | $ 2,600,000 | |||||||||
Warrants Issued to Accredited Investors [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 533,333 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||||||
Warrants Issued for Lease Amendment [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||||||
Subsequent Event [Member] | Sale Leaseback to MMP [Member] | |||||||||||
Sale Leaseback Transaction, Period Available to Obtain Capital Funding for Construction of the First Phase Building | 1 year 180 days | 1 year 120 days | |||||||||
Sales Leaseback Transaction, Amount of Capital Funding to Obtain For Construction of the First Phase Building | $ 2,600,000 | $ 2,600,000 | |||||||||
Subsequent Event [Member] | Warrants Issued to Accredited Investors [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 540,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||||||
Subsequent Event [Member] | Warrants Issued for Lease Amendment [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | 100,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 | |||||||||
Subsequent Event [Member] | Accredited Investors [Member] | Construction Loans [Member] | |||||||||||
Debt Instrument, Face Amount | $ 810,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | ||||||||||
Subsequent Event [Member] | Demand for Arbitration against WGP [Member] | |||||||||||
Litigation Settlement, Amount Awarded from Other Party | $ 1,045,000 | ||||||||||
Litigation Settlement, Amount Awarded Receivable from Other Party, Interest Rate | 18.00% | ||||||||||
Litigation Settlement Interest | $ (523,023) | ||||||||||
Litigation Settlement, Amount Awarded from Other Party, Including Interest | $ 1,568,023 |