Stem (STMH) 10-Q 21 Aug 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2017	Aug. 15, 2017
Document And Entity Information
Entity Registrant Name	Stem Holdings, Inc.
Entity Central Index Key	1,697,834
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		6,331,526
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

Condensed Consolidated Statemen

Condensed Consolidated Statements of Financial Position - USD ($)	Jun. 30, 2017	Sep. 30, 2016	[1]
Current Assets
Cash and cash equivalents	$ 1,147,992	$ 798,198
Prepaid expenses	195,147	7,000
Note receivable-related party	75,000
Subscriptions receivable		1,170,000
Total current assets	1,418,139	1,975,198
Property and equipment, net	2,704,631
Other assets
Due from related parties	154,437	20,412
Project costs	18,711	41,250
Deposits	174,308	14,000
Software, net	49,242
Total other assets	396,698	75,662
Total Assets	4,519,468	2,050,860
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses	91,676	19,059
Due to related parties	16,500	34,750
Notes payable	228,421
Total Current Liabilities	336,597	53,809
Shareholders' equity
Common stock; $0.001 par value; 100,000,000 shares authorized; 6,174,610 and 4,734,163 shares issued, issuable and outstanding as of June 30, 2017 and September 30, 2016, respectively	6,174	4,734
Additional paid-in capital	6,384,624	2,480,016
Subscription receivable		(400,000)
Accumulated deficit	(2,207,927)	(87,699)
Total equity	4,182,871	1,997,051
Total Liabilities and Shareholders' Equity	4,519,468	2,050,860
Series A Preferred Stock [Member]
Shareholders' equity
Preferred stock value
Series B Preferred Stock [Member]
Shareholders' equity
Preferred stock value
[1]	Derived from audited information

Condensed Consolidated Stateme3

Condensed Consolidated Statements of Financial Position (Parenthetical) - $ / shares	Jun. 30, 2017	Sep. 30, 2016
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,174,610	4,734,163
Common stock, shares outstanding	6,174,610	4,734,163
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares outstanding
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares outstanding

Condensed Consolidated Stateme4

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2017
Income Statement [Abstract]
Revenues
Consulting Fee's		(40,000)	(89,500)
Professional Fee's		(83,826)	(254,182)
General and administration		(316,594)	(528,578)
Impairment of advance - related party			(93,143)
Stock based compensation		(797,991)	(1,159,977)
Total expenses		(1,238,411)	(2,125,380)
Operating loss		(1,238,411)	(2,125,380)
Other income
Interest income		97	5,152
Total other income		97	5,152
Net loss before income taxes		(1,238,314)	(2,120,228)
Provision for income taxes
Net loss for the period		$ (1,238,314)	$ (2,120,228)
Basic and diluted loss per common share	$ 0	$ (0.21)	$ (0.21)
Basic and diluted weighted average common shares outstanding	2,750,000	5,993,800	5,474,458

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	1 Months Ended	9 Months Ended
	Jun. 30, 2016	Jun. 30, 2017
Cash Flows from Operating Activities:
Net loss for the period		$ (2,120,228)
Adjustments to reconcile net loss to cash used in operations
Stock-based compensation		1,159,977
impairment of advance - related party		93,143
Depreciation and amortization		96,585
(Increase) decrease in operating assets:
Prepaid expenses		24,936
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses		89,117
Note payable
Net Cash Flows Used In Operating Activities		(656,470)
Cash Flows from Investing Activities:
Fixed asset purchases		(2,454,030)
Intangible property expenditures		(50,915)
Project cost expenditures		(18,711)
Advances to related entities		(336,918)
Deposits for leasehold improvements		(160,308)
Net Cash Flows used in Investing Activities		(3,020,882)
Financing Activities:
Proceeds from issuance of common shares	9,000	4,316,071
Principle payments on notes payable		(288,925)
Net Cash Flows Provided By Financing Activities	9,000	4,027,146
Net increase in cash and cash equivalents	9,000	349,794
Cash and cash equivalents at beginning of period		798,198	[1]
Cash and cash equivalents at end of period	9,000	1,147,992
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes
Non-Cash Supplemental information
Purchase of real estate with seller financing		304,263
Financed insurance		213,083
Project costs paid by shareholders on behalf of the Company		$ 41,250
[1]	Derived from audited information

Incorporation and Operations an

Incorporation and Operations and Going Concern	9 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Incorporation and Operations and Going Concern	1. Incorporation and operations and going concern Stem Holdings, Inc. (the “Company”) is a Nevada corporation incorporated on June 7, 2016. The Company intends to purchase, improve, and lease properties for use in the cannabis production, distribution and sales industry beginning in the state of Oregon. In September and October 2016, the Company subleased its first production facility and acquired its first commercial location, respectively. In February 2017 and May 2017, the Company acquired its second commercial location and acquired its second production facility, respectively. The Company intends to enter into 4 leases for these properties (see Note 11). As shown in the accompanying consolidated financial statements, the Company has experienced recurring losses, and has accumulated a deficit of approximately $2.2 million as of June 30, 2017. For the nine months ended June 30, 2017 we had a net loss of approximately $2.1 million. The Company believes that its purchase of the farm property in Mulino, Oregon to be probable (see Note 9), and will require the Company to invest $1.7 million in its purchase in the coming months. In addition, in July 2017, the Company has entered into 4 leases with tenants that are related to the Company and its officers and directors, in which it has committed the Company to build out its properties at an estimated cost of $4.7 million (see Note 11). Given the current cash balance of approximately $1.15 million, with the unknown amount of how much the leases noted above will generate over the coming months, these factors raise substantial doubt about the ability of the Company to continue to operate as a going concern for a period of at least one year after the date of the issuance of our audited financial statements for the upcoming period ended September 30, 2017. Realization of a major portion of our assets as of June 30, 2017, is dependent upon our continued operations. The Company is dependent on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable. As noted above, the Company has entered into leases commencing in July 2017 covering 4 of its properties. In addition, the Company is evaluating various forms of financing which may be available to it, i.e., debt and/or equity financing while carefully evaluating the impact on share dilution. There can be no assurance that the Company will secure additional financing for working capital, increase revenues and achieve the desired result of net income and positive cash flow from operations in future years. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to report on a going concern basis.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of significant accounting policies Basis of preparation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements included herein are unaudited. Such financial statements, in the opinion of management, contain all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. All such adjustments are of a normal recurring nature. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2017 or for any other period. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, and because of this, for further information, readers should refer to the financial statements and footnotes included in its Form 10 for the fiscal year ended September 30, 2016 filed on June 21, 2017. The Company believes that the disclosures are adequate to make the interim information presented not misleading. Principals of Consolidation The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly-owned subsidiary, Patch International, Inc. All material intercompany accounts, transactions, and profits have been eliminated in consolidation. Use of estimates The preparation of these financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and judgments used are based on management’s experience and the assumptions used are believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. The significant estimates included in these financial statements are those associated with the assumptions used to value options issued to consultants. Actual results may differ from these estimates. Cash and cash equivalents Cash and cash equivalents include short-term investments with original maturities of three months or less and are recorded at cost, which approximates fair market value given the short-term nature. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of June 30, 2017, the Company had deposits in a major financial institution that are held in a depository accounts and thus not covered by FDIC insurance. Carrying value, recoverability and impairment of long-lived assets The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long- lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Through June 30, 2017 the Company has not experienced impairment losses on its long-lived assets. Capitalization of Project Costs The Company’s policy is to capitalize all costs that are directly identifiable with a specific property, would be capitalized if the Company had already acquired the property, and when the property, or an option to acquire the property, is being actively sought after, and either funds are available or will likely become available. All amounts shown capitalized prior to acquisition of a property are included under the caption of Project Costs in the balance sheet. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of currently due plus deferred taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting carrying amounts and the respective tax bases of assets and liabilities, and are measured using tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Valuation allowances are provided against deferred tax assets if it is more likely than not that the deferred tax assets will not be realized. The Company follows the guidance of FASB ASC 740-10 which relates to the Accounting for Uncertainty in Income Taxes, which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. This interpretation prescribes a comprehensive model for financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Fair value of financial instruments As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Other inputs that are observable, directly or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Earnings per share The Company presents basic and diluted per share amounts (“EPS”) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated based on the weighted-average number of outstanding common shares plus the effect of dilutive potential common shares, using the treasury stock method. The Company’s calculation of diluted net loss per share excludes potential common shares as of June 30, 2017 as the effect would be anti-dilutive (i.e. would reduce the loss per share). As of June 30, 2017, the Company had issued 650,000 options exercisable into the common stock of the Company outstanding (see Note 6). Emerging Growth Company The Company has elected to be an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (“Jobs Act”). Included with this election, the Company has also elected to use the provisions within the Jobs Act that allow companies that go public to continue to use the private company adoption date rules for new accounting policies. Should the Company obtain revenues in excess of $1 billion on an annual basis, have its non-affiliated market capitalization increase to over $700 million as of the last day of its second quarter, or raise in excess of $1 billion in public offerings of its equity or instruments directly convertible into its equity, it will forfeit its status under the Jobs Act as an emerging growth company. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and is depreciated using the straight-line method over the assets’ estimated useful life as follows: Buildings 20 years Leasehold improvements Shorter of term of lease or economic life of improvement Furniture and equipment 5 years Signage 5 years Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements are capitalized.

Note Receivable

Note Receivable	9 Months Ended
	Jun. 30, 2017
Receivables [Abstract]
Note Receivable	3. Note Receivable On October 28, 2016, the Company loaned $100,000 to certain officers and shareholders of the Company, under a promissory note (the “Note”) due March 30, 2017 which bears interest at rate of 12% per annum. The Note provides for monthly interest payments in the amount of $1,000 commencing December 1, 2016 until the Note is fully paid. On March 15, 2017, an extension was granted through July 1 st

Property, Plant & Equipment

Property, Plant & Equipment	9 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Property, Plant & Equipment	4. Property, Plant & Equipment At June 30, 2017 property and equipment consisted of the following: Signage $ 19,118 Furniture and equipment 90,612 Leasehold improvements 471,321 Architectural and Design 75,313 Buildings 1,578,627 Construction in progress(1) 564,552 Subtotal 2,799,543 Accumulated depreciation (94,912 ) Property, plant and equipment, net 2,704,631 (1) Because the Company believes it is probable that it will close on the Mulino property (see Note 9), the Company has treated the costs to improve the property as construction in progress and not as project costs as of June 30, 2017. On November 1, 2016, the Company acquired certain real property located at 1027 Willamette Street, Eugene, OR 97401 (the “Property”) for a total cash purchase price plus closing costs of approximately $918,000. On February 6, 2017, the Company acquired certain real property located at 7827 SE Powell Blvd, Portland, OR 97206 (the “Property”) for a total purchase price plus closing costs of approximately $656,498. As part of the consideration for closing on the property, the Company issued a short term note payable to the seller in the Amount of approximately $304,000. The note is non-interest bearing requires four monthly payments of $75,000 plus a final payment for the remaining amount due immediately thereafter. Due to the short-term nature of the note, the Company has not imputed any interest as it would be immaterial to the results for the period. As of June 30, 2017, the balance owed on the note was $79,263. Depreciation expense was $94,912 for the period ended June 30, 2017

Acquisition of Patch Internatio

Acquisition of Patch International, Inc.	9 Months Ended
	Jun. 30, 2017
Business Combinations [Abstract]
Acquisition of Patch International, Inc.	5. Acquisition of Patch International, Inc. In November 2016, the Company entered into an agreement to acquire 100% of the issued and outstanding shares of Patch International, Inc. (“Patch”). In order to close the transaction, Patch is required to submit for approval to certain Canadian government courts, hold a general meeting of its shareholders and have the shareholders vote to approve the merger, and certain other customary requirements. As of the time of the agreement, Patch did not have any operations, and is considered a dormant entity. The Company will issue shares of its common stock based on a price of $2.40 per common share, with the number of shares to be issued based on the amount of cash held at the time of closing of the transaction, converted from Canadian dollars into US dollars. In addition, the Company has agreed to issue to Patch shareholders additional shares at the same $2.40 per share in the event that the Company collects on a fully reserved receivable in the amount of $500,000 owed to Patch by a related party. As of the date of the acquisition and of these financial statements, the Company considers the receivable uncollectible (as did Patch, which reserved 100% of the outstanding receivable in its audited financial statements) and does not anticipate issuing additional shares for its collection. On January 20, 2017, the Patch Shareholders held their general meeting and they voted to be acquired by the Company. On January 23, 2017, the Company issued 1,048,762 of its shares to acquire 100% of the issued and outstanding shares of Patch for consideration in the amount of $2,452,058. The Company has been informed that two shareholders, representing less than 2% of Patch shares outstanding have chosen to not vote for the merger. Under Canadian law, the Company committed to purchase these shares for cash consideration in the amount $53,534.53 US dollars. The Company has treated the payment to acquire the dissenter shares as a reduction in the cash acquired. The Company has not accounted for the acquisition of Patch as a business combination. Because Patch was a dormant entity with its only asset being cash, the acquisition was treated essentially as an acquisition of cash.

Stock Purchase Options

Stock Purchase Options	9 Months Ended
	Jun. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Purchase Options	6. Stock Purchase Options During the nine months ended June 30, 2017, the Company entered into three separate consulting agreements, the first in November 2016, the second in January 2017 & February 2017, and the third in June 2017, and as part of those agreements agreed to issue a total of 500,000 options to purchase the common stock of the Company, with an exercise price of $2.40 per share and a term of 4 years. Pursuant to the first agreement to issue options to acquire a total of 200,000 of the Company’s common stock, options to acquire 100,000 shares vested immediately, options to acquire 50,000 shares that vest 6 months upon a registration statement being declared effective in which the underlying shares to the options are registered and the final option to acquire 50,000 shares vests 1 year after a registration statement is declared effective in which the underlying shares to the option are registered connection with the execution of a consulting agreement. Pursuant to the second consulting agreement, 100,000 options vested immediately and pursuant to the third consulting agreement, one third of option to acquire the 100,000 options vests immediately and the remaining two thirds vest monthly for the next 30 months which equals 2,222 a month. In June 2017, the Company agreed to issue options for a total of 200,000 shares of stock of the Company to three separate entities and individuals for consulting and professional services. All of the June 1, 2017 options had an exercise price of $2.40 per share, have a term of 4 years and the Company believes that the fair value of the underlying common on the date of issuance was $2.40 per share. The first 100,000 share issuance vested entirely at issuance, while the following two 50,000 share issuances vested quarterly over 1 year from issuance. In total, the Company recorded stock based compensation expense to the consultants of approximately $582,000 as a result of these options in the nine months ended June 30, 2017. In addition, due to the vesting provisions, the Company revalued the unvested options issued in the first and second fiscal quarter as June 30, 2017 and determined that the value of the options issued in the first quarter had reduced in value from the original valuation recorded by $0.97 per option share and the second quarter issuances had reduced in value by $0.79 per option share. This resulted in a reduction of consulting costs for the option based compensation of approximately $107,000 in the period ended June 30, 2017. During the period ended June 30, 2017, the Company entered into two separate employment agreements, both dated June 1, 2017, and as part of those agreements agreed to issue a total of 150,000 options to purchase the common stock of the Company, with an exercise price of $2.40 per share and a term of 3 years. Pursuant to these agreements, 150,000 shares vested immediately month. In total, the Company recorded stock based compensation expense to the officers of $205,500 as a result of these options in the nine months ended June 30, 2017. A summary of the change in stock purchase options outstanding for the period ended June 30, 2017 is as follows: Remaining Contractual Options Exercise Life Outstanding Price (Years) Balance – September 30, 2016 - - - Options issued 650,000 $ 2.40 4 Options expired - - - Options exercised - - - Balance – June 30, 2017 650,000 $ 2.40 4 The Company valued the options issued using a Black Scholes Merton option pricing model using the following assumptions: Stock price on date of grant $ 2.40 Risk free rate of interest 5.0 % Expected life of warrant – in months 48 Dividend rate 0 Historic volatility* 160-224 % * the Company has used the historic volatility of 6 companies engaged in providing ancillary type services to the cannabis industry as an approximation of its expected volatility.

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Shareholders' Equity	7. Shareholders’ Equity Preferred shares The Company has no preferred shares issued and outstanding as of June 30, 2017. Common shares The holders of common shares are not entitled to receive dividends, however, are entitled to one vote per share at meetings of the Company. A summary of stock-based compensation for the nine months ended June 30, 2017 is as follows: Stock Grants: Stock Based Shares Compensation Expense Officers (common stock) 150,000 $ 360,000 Non-Employments Consultants (common stock) 50,000 $ 120,000 Total 200,000 $ 480,000 For both the employee and non-employee common stock grants noted above were valued at $2.40 per share in the quarter ended June 30, 2017. The Company received subscriptions in a private placement offering and received amounts for its acquisition completed for the following shares during the nine months ended June 30, 2017: ● During October 1, 2016 through June 30, 2017, 225,000 common shares at $2.40 per share to unaffiliated investors for $540,000. ● During October 1, 2016 through June 30, 2017, 50,000 common shares at $0.15 per share to unaffiliated investor for $7,500. ● In February 2017, 1,048,782 common shares to acquire the stock of Patch International, Inc. and receipt of $2,398,523. Subscription receivable During the nine months ended June 30, 2017, the Company collected in full its subscription receivable of $1,170,000 for the issuance of 487,500 common shares that was outstanding as of September 30, 2016. This is included in the total above. On August 30, 2016, the Company received a subscription for $800,000 for the issuance of 333,333 shares and issued 166,666 shares of common stock, to be held in escrow, pending the receipt of $400,000. According to the securities purchase agreement with the shareholder, the payment was received and the common shares are to be released from escrow on or before April 15, 2017. On April 7, 2017, the Company and Investor amended the original agreement to reduce the subscription entered from its original total of $800,000, of which $400,000 was a receivable to $600,000 comprising an aggregate of 250,000 shares of the Company’s common stock. The remaining balance of the then updated subscription receivable of $200,000 was satisfied and received in April 2017. These amounts are not included in the subscription totals for the nine months ended June 30, 2017 noted above.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Transactions	8. Related party transactions Prior to the formation of the Company, one of its shareholders entered into an agreement to acquire a commercial property located in Eugene Oregon, as more fully described in Note 4, which sale agreement was later transferred to the Company (see Note 9) after its formation. That shareholder and two other shareholders also advanced funds that were applied as escrow deposits upon closing in the amount of $34,750 which has been included as an asset as part of project costs and in current liabilities section of these financial statements as Due to Shareholders. As of June 2017, $29,250 was repaid to one of the shareholders. During the period ended September 30, 2016, the Company advanced $20,412 in payment of legal fees to entities being formed by certain shareholders of the Company, which is shown as a long term related party receivable in these financial statements. In December 2016, the Company advanced, on behalf of the related entities, an additional $45,000 in payment of legal fees and a payment of $4,750 for licensing fees, on behalf of related entities, to the Oregon Liquor Control Commission, the entity that regulates cannabis production and distribution in Oregon. In the quarter ended March 31, 2017, the Company determined that it could no longer continue capitalizing the amounts advanced and impaired approximately $93,000 (the amounts advanced during that quarter). In the quarter ended June 30, 2017, the Company believed it could capitalize the advances made during the quarter ended June 30, 2017 because in July 2017, as part of the lease agreements entered into with the related parties (see Note 11), the leases contained agreements to repay those amounts advanced to date. As of June 30, 2017, the Company has recorded as receivable from the related parties $154,437. Should collection occur in future periods of the amounts previously impaired, the Company will record those as income at the time of collection.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. Commitments and contingencies In July 2016, the Company entered into a 10-year lease for a commercial building from an unrelated third party in Springfield, Oregon. At the time the original lease was entered into, the Company had expected to close on significant subscriptions from its private placement. However, when those did not immediately materialize, the Company entered into an agreement with the landlord to cancel the lease and in addition, paid the landlord $15,000 not to rent out the property until such time the Company could enter into a new lease. In September 2016, the Company entered into a new 10-year lease with the landlord that commenced in November 2016. The lease requires the Company to pay a base rental fee of $7,033 plus an additional estimated $315 per month in real estate taxes in which the base rental fee escalates each year by approximately 2%. All taxes (including reconciling real estate taxes), maintenance and utilities are included at the end of each year as a one-time payment. In addition, the Company also remitted $14,000 for a security deposit to the landlord. The Company expects to sublease out this space in the near future. In August 2016, the Company and certain shareholders of the Company entered into a “Multi Party” Agreement, in which the Company became obligated to lease or acquire three separate real estate assets, and separately, if certain events occur (see below), additional real estate assets held by entities related to those shareholders. In September 2016, the Company entered into the lease as more fully described above, and in November 2016, acquired a property after the shareholder that owned the purchase agreement transferred that purchase agreement to the Company, in accordance with the Multi Party agreement (see Note 4). As of the date of these financial statements, the Company has entered into negotiations for the acquisition of the third property in Mulino, Oregon, but as of yet has not exchanged final closing documents (see below). Should the Company obtain in excess of $10,000,000 through a combination of its private placements and its merger with Patch Holdings, Inc. (see Note 5), it is required to purchase certain real estate properties owned by entities affiliated with certain of its shareholders. In addition, certain shareholders of the Company have begun organizing entities that will operate directly in the cannabis industry, and the Company leases its properties to these entities. The Multi Party Agreement also requires that in the event that the US Government amends Title 21 of the United States Code, otherwise known as the Controlled Substances Act, to remove cannabis as a Schedule I drug, and the Company raises more than $10 million in equity and merger funding, the Company is required to enter into agreements to acquire those related entities and issue such equity that the shareholders of the related entities obtain 75% of the then issued and outstanding equity of the Company, regardless of the profitability or financial condition of the related entities at the time of their acquisition. In February 2017, the Company entered into a 1-year lease for the occupancy of the Company’s corporate office located in Boca Raton, Florida. The lease requires the Company to pay a base rental fee of $785.00 per month. All taxes, maintenance and utilities are included. In addition, the Company also remitted $785 for a security deposit to the landlord. In February 2017, the Company entered into an advisory agreement with an unrelated third party with a term of 12 months. As part of that agreement, the third party agreed to provide assistance for the Company with respect to eligibility for becoming quoted on the OTCQB/OTCQX and advising and assisting the Company in complying with its ongoing OTCQB/OTCQX disclosure obligation under current federal and state securities laws. These services to the Company are exchanged for a $10,000 upfront payment, and $5,000 payment upon the acceptance on OTCQB/OTCQX. On April 15, 2017, the Company entered into a “Contract for Sale” for a farm property in Mulino Oregon, pursuant to which the seller will sell the premises to the Company upon the completion of the Company’s due diligences investigations and completion of the closing conditions precedent to each party’s obligations under the Contract for Sale. The purchase price is $1,700,000 that will be reduced by a rental credit of $105,000 (as indicated below) which is equivalent to 7 months at $15,000 a month. A note payable will be executed in the amount of $1,200,000 with a maturity two years from closing date. The balance of $395,000 will be paid at closing which shall occur the earlier of (i) the 30 th In June 2017, the Company entered into an investor relation advisory agreement with an unrelated third party with a term of 12 months. As part of that agreement, the third party agreed to provide assistance for the Company with respect to strategic investor relations, road shows, investment banking, and corporate presentations. These services to the Company are exchanged for a $6,000 a month. During the nine months ended June 30, 2017, the Company incurred total rent expense of $101,915.

Note Payable

Note Payable	9 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Note Payable	10. Note Payable As of February 2017, the Company entered into a 10-month premium finance agreement and disclosure statement in consideration for a one year Directors and Officers insurance policy in the principal amount of $212,500 and an additional service fee, included in the financed principal of $5,700. The note bears an annual interest rate of 5.81% and requires the Company to make monthly payments of $21,820 over the term of the note. As of June 30, 2017, the obligation left on the note is $149,158.

Subsequent Events

Subsequent Events	9 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent events Subsequent to June 30, 2017, and up to the date of this filing, 78,583 shares of our common stock, as part of our continuing private placement at $2.40 per share, were issued for consideration of $188,600 in cash. In July 2017, the Company commenced rental operations through real estate leases with entities that engage in the cultivation, processing and sale of cannabis. All of the leases noted below have entities as lessees that are related parties to the Company (through common ownership and management). As part of the lease agreements noted below, the Company has committed to funding buildouts separate from the actual purchase price of the properties that in total amounts to approximately $4.7 million. 1027 Willamette In July 2017, the Company entered into an operating lease agreement with a marijuana dispensary (the “Lessee”) to move into the Company’s acquired property located at 1027 Willamette Street in Eugene, Oregon. The lease agreement is for a base term of ten years (see note below) and a monthly rent obligation of $13,800, subject to annual increases of 3% per year, plus an amount for additional rent based on final buildout costs incurred by the Company. The lease is a double net lease with maintenance and real property taxes to be paid by the Tenant and insurance costs paid by the Company. Upon the expiration of the term of ten years, the Lessee has the option to renew the lease agreement for one five-year term, on the same terms as provided in the lease agreement. Springfield Suites In July 2017, the Company entered into a lease agreement for its property and warehouse building located at 800 N 42 nd Upon the expiration of the term of ten years, the Lessee has the option to renew the lease agreement for five-year term, on the same terms as provided in the lease agreement. 14336 S. Union Hall Road Mulino In July 2017, the Company entered into a lease agreement for its property located at 14336 South Union Hall Road in Mulino, Oregon. The lease agreement is for a term of ten years (see note below) and a monthly rent obligation of $18,750, subject to annual increases of 3% per year plus an amount for additional rent based on final buildout costs incurred by the Company. The lease is a double net lease with maintenance and real property taxes shall be paid by the Tenant and insurance costs paid by the Company. Rent will begin to accrue on the date plant growing commences on the property and rental payments will begin after first harvest. The Company expects to treat such period as a free rental period for accounting purposes. At the time rental payments begin, the total of base rent and additional rent will not be less than $1.00 per foot for light assisted greenhouse and $.25 per usable square foot for un-light assisted greenhouse or outdoor grow space. Upon the expiration of the term of ten years, the Lessee has the option to renew the lease agreement for five year term, on the same terms as provided in the lease agreement. 7827 SE Powell In July 2017, the Company entered into a lease agreement for its acquired property located at 7827 SE Powell Blvd. in Portland, Oregon. The lease agreement is for a term of ten years and a monthly rent obligation of $6,523, subject to annual increases of 3% per year. Maintenance and real property taxes shall be paid by the Tenant and insurance paid by the Company. Additional rents will be added to pay landlord back for tenant improvements by the end of the first term of the lease, payments will include annual interest at 12% compounded monthly. Upon the expiration of the term of ten years, the Lessee has the option to renew the lease agreement for five-year term, on the same terms as provided in the lease agreement.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Basis of Preparation	Basis of preparation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements included herein are unaudited. Such financial statements, in the opinion of management, contain all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. All such adjustments are of a normal recurring nature. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2017 or for any other period. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, and because of this, for further information, readers should refer to the financial statements and footnotes included in its Form 10 for the fiscal year ended September 30, 2016 filed on June 21, 2017. The Company believes that the disclosures are adequate to make the interim information presented not misleading.
Principals of Consolidation	Principals of Consolidation The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly-owned subsidiary, Patch International, Inc. All material intercompany accounts, transactions, and profits have been eliminated in consolidation.
Use of Estimates	Use of estimates The preparation of these financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and judgments used are based on management’s experience and the assumptions used are believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. The significant estimates included in these financial statements are those associated with the assumptions used to value options issued to consultants. Actual results may differ from these estimates.
Cash and Cash Equivalents	Cash and cash equivalents Cash and cash equivalents include short-term investments with original maturities of three months or less and are recorded at cost, which approximates fair market value given the short-term nature.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of June 30, 2017, the Company had deposits in a major financial institution that are held in a depository accounts and thus not covered by FDIC insurance.
Carrying Value, Recoverability and Impairment of Long-lived Assets	Carrying value, recoverability and impairment of long-lived assets The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long- lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Through June 30, 2017 the Company has not experienced impairment losses on its long-lived assets.
Capitalization of Project Costs	Capitalization of Project Costs The Company’s policy is to capitalize all costs that are directly identifiable with a specific property, would be capitalized if the Company had already acquired the property, and when the property, or an option to acquire the property, is being actively sought after, and either funds are available or will likely become available. All amounts shown capitalized prior to acquisition of a property are included under the caption of Project Costs in the balance sheet.
Income Taxes	Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of currently due plus deferred taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting carrying amounts and the respective tax bases of assets and liabilities, and are measured using tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Valuation allowances are provided against deferred tax assets if it is more likely than not that the deferred tax assets will not be realized. The Company follows the guidance of FASB ASC 740-10 which relates to the Accounting for Uncertainty in Income Taxes, which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. This interpretation prescribes a comprehensive model for financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns.
Fair Value of Financial Instruments	Fair value of financial instruments As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Other inputs that are observable, directly or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
Earnings Per Share	Earnings per share The Company presents basic and diluted per share amounts (“EPS”) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated based on the weighted-average number of outstanding common shares plus the effect of dilutive potential common shares, using the treasury stock method. The Company’s calculation of diluted net loss per share excludes potential common shares as of June 30, 2017 as the effect would be anti-dilutive (i.e. would reduce the loss per share). As of June 30, 2017, the Company had issued 650,000 options exercisable into the common stock of the Company outstanding (see Note 6).
Emerging Growth Company	Emerging Growth Company The Company has elected to be an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (“Jobs Act”). Included with this election, the Company has also elected to use the provisions within the Jobs Act that allow companies that go public to continue to use the private company adoption date rules for new accounting policies. Should the Company obtain revenues in excess of $1 billion on an annual basis, have its non-affiliated market capitalization increase to over $700 million as of the last day of its second quarter, or raise in excess of $1 billion in public offerings of its equity or instruments directly convertible into its equity, it will forfeit its status under the Jobs Act as an emerging growth company.
Property and Equipment	Property and Equipment Property and equipment is stated at cost less accumulated depreciation and is depreciated using the straight-line method over the assets’ estimated useful life as follows: Buildings 20 years Leasehold improvements Shorter of term of lease or economic life of improvement Furniture and equipment 5 years Signage 5 years Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements are capitalized.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Schedule of Estimated Useful Life of Assets	Property and equipment is stated at cost less accumulated depreciation and is depreciated using the straight-line method over the assets’ estimated useful life as follows: Buildings 20 years Leasehold improvements Shorter of term of lease or economic life of improvement Furniture and equipment 5 years Signage 5 years

Property, Plant & Equipment (Ta

Property, Plant & Equipment (Tables)	9 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Schedule of Property Plant and Equipment	At June 30, 2017 property and equipment consisted of the following: Signage $ 19,118 Furniture and equipment 90,612 Leasehold improvements 471,321 Architectural and Design 75,313 Buildings 1,578,627 Construction in progress(1) 564,552 Subtotal 2,799,543 Accumulated depreciation (94,912 ) Property, plant and equipment, net 2,704,631 (1) Because the Company believes it is probable that it will close on the Mulino property (see Note 9), the Company has treated the costs to improve the property as construction in progress and not as project costs as of June 30, 2017.

Stock Purchase Options (Tables)

Stock Purchase Options (Tables)	9 Months Ended
	Jun. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of Options Activity	A summary of the change in stock purchase options outstanding for the period ended June 30, 2017 is as follows: Remaining Contractual Options Exercise Life Outstanding Price (Years) Balance – September 30, 2016 - - - Options issued 650,000 $ 2.40 4 Options expired - - - Options exercised - - - Balance – June 30, 2017 650,000 $ 2.40 4
Schedule of Assumptions Used	The Company valued the options issued using a Black Scholes Merton option pricing model using the following assumptions: Stock price on date of grant $ 2.40 Risk free rate of interest 5.0 % Expected life of warrant – in months 48 Dividend rate 0 Historic volatility* 160-224 % * the Company has used the historic volatility of 6 companies engaged in providing ancillary type services to the cannabis industry as an approximation of its expected volatility.

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)	9 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Summary of Stock-based Compensation	A summary of stock-based compensation for the nine months ended June 30, 2017 is as follows: Stock Grants: Stock Based Shares Compensation Expense Officers (common stock) 150,000 $ 360,000 Non-Employments Consultants (common stock) 50,000 $ 120,000 Total 200,000 $ 480,000

Incorporation and Operations 22

Incorporation and Operations and Going Concern (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2017	Sep. 30, 2016	[1]	Jun. 06, 2016
Accumulated a deficit		$ 2,207,927	$ 2,207,927	$ 87,699
Net loss		(1,238,314)	(2,120,228)
Payments to purchase farm property			2,454,030
Cash balance	$ 9,000	$ 1,147,992	1,147,992	$ 798,198
July 2017 [Member]
Estimated cost to build up properties			$ 4,700,000
[1]	Derived from audited information

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Details Narrative)	9 Months Ended
	Jun. 30, 2017USD ($)shares
Accounting Policies [Abstract]
Number of options exercisable into shares of common stock | shares	650,000
Revenues on annual basis	$ 1,000,000,000
Non-affiliated market capitalization, description	non-affiliated market capitalization increase to over $700 million as of the last day of its second quarter
Proceeds from public offering	$ 1,000,000,000

Summary of Significant Accoun24

Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Assets (Details)	9 Months Ended
	Jun. 30, 2017
Buildings [Member]
Asset's estimated useful life	20 years
Leasehold Improvements [Member]
Asset's useful life description	Shorter of term of lease or economic life of improvement
Furniture and Equipment [Member]
Asset's estimated useful life	5 years
Signage [Member]
Asset's estimated useful life	5 years

Note Receivable (Details Narrat

Note Receivable (Details Narrative) - USD ($)	Mar. 15, 2017	Oct. 28, 2016	Feb. 28, 2017	Jun. 30, 2017
Promissory note face amount			$ 212,500
Note, interest rate			5.81%
Notes indebtedness amount	$ 100,000
Monthly installments	25,000		$ 21,820
Proceeds from notes	$ 25,000
Number of common stock shares owned by debtors				50,000
Officers and Shareholders [Member]
Promissory note face amount		$ 100,000
Note maturity date		Mar. 30, 2017
Note, interest rate		12.00%
Monthly interest		$ 1,000

Property, Plant & Equipment (De

Property, Plant & Equipment (Details Narrative) - USD ($)	Mar. 15, 2017	Feb. 06, 2017	Feb. 06, 2017	Nov. 01, 2016	Feb. 28, 2017	Jun. 30, 2017
Property plant and equipment, cost			$ 656,498	$ 918,000
Monthly payments	$ 25,000				$ 21,820
Note balance owed, amount						$ 149,158
Depreciation expense						$ 94,912
Seller [Member]
Short term notes payable		$ 304,000	304,000
Monthly payments		75,000
Note balance owed, amount		$ 79,263	$ 79,263

Property, Plant & Equipment - S

Property, Plant & Equipment - Schedule of Property Plant and Equipment (Details) - USD ($)		Jun. 30, 2017	Sep. 30, 2016	[1]
Subtotal		$ 2,799,543
Accumulated depreciation		(94,912)
Property, plant and equipment, net		2,704,631
Signage [Member]
Subtotal		19,118
Furniture and Equipment [Member]
Subtotal		90,612
Leasehold Improvements [Member]
Subtotal		471,321
Architectural and Design [Member]
Subtotal		75,313
Buildings [Member]
Subtotal		1,578,627
Construction in Progress [Member]
Subtotal	[2]	$ 564,552
[1]	Derived from audited information
[2]	Because the Company believes it is probable that it will close on the Mulino property (see Note 9), the Company has treated the costs to improve the property as construction in progress and not as project costs as of June 30, 2017.

Acquisition of Patch Internat28

Acquisition of Patch International, Inc. (Details Narrative) - USD ($)	Apr. 07, 2017	Jan. 23, 2017	Nov. 30, 2016
Value of stock issued for acquisitions	$ 600,000
Patch International, Inc. [Member]
Voting interest acquired, percentage		100.00%	100.00%
Shares issued price per share			$ 2.40
Value of stock issued for acquisitions		$ 2,452,058	$ 500,000
Number of shares issued for acquisitions		1,048,762
Percentage of outstanding shares chosen to not vote for merger		2.00%
Cash consideration for shares purchase		$ 53,535

Stock Purchase Options (Details

Stock Purchase Options (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2017	Sep. 30, 2016
Common stock fair value		$ 0.001	$ 0.001	$ 0.001
Stock based compensation expense		$ (797,991)	$ (1,159,977)
Minimum [Member]
Stock based compensation expense			$ 107,000
Minimum [Member] | First Quarter [Member]
Reduction in value of options issued in first quarter			$ 0.97
Minimum [Member] | Second Quarter [Member]
Reduction in value of options issued in first quarter			$ 0.79
Consultants [Member]
Stock based compensation expense			$ 582,000
Three Separate Entities and Individuals [Member]
Number of options agreed to issued to purchase the common stock			200,000
Common stock option exercise price per share			$ 2.40
Common stock option term			4 years
Common stock fair value		$ 2.40	$ 2.40
Six Months Upon a Registration Statement [Member]
Number of options agreed to issued to purchase the common stock			50,000
One Year After A Registration Statement [Member]
Number of options agreed to issued to purchase the common stock			50,000
First Issuance [Member]
Number of options vested			100,000
Over One Year from the Issuance [Member]
Number of options vested			50,000
Consulting Agreement [Member]
Number of options agreed to issued to purchase the common stock			500,000
Common stock option exercise price per share			$ 2.40
Common stock option term			4 years
First Agreement [Member]
Number of options agreed to issued to purchase the common stock			200,000
First Agreement [Member] | Options [Member]
Number of options agreed to issued to purchase the common stock			100,000
Common stock option term			1 year
Second Agreement [Member] | One Third [Member]
Number of options agreed to issued to purchase the common stock			100,000
Second Agreement [Member] | Two Third [Member] | Next Thirty Months [Member]
Number of options agreed to issued to purchase the common stock			2,222
Third Agreement [Member]
Number of options vested			100,000
Two Employment Agreement [Member]
Number of options agreed to issued to purchase the common stock			150,000
Common stock option exercise price per share			$ 2.40
Common stock option term			3 years
Number of options vested			150,000
Two Employment Agreement [Member] | Officers [Member]
Stock based compensation expense			$ 205,500

Stock Purchase Options - Summar

Stock Purchase Options - Summary of Options Activity (Details)	9 Months Ended
	Jun. 30, 2017$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options Outstanding, beginning balance | shares
Options issued | shares	650,000
Options expired | shares
Options exercised | shares
Options Outstanding, beginning balance | shares	650,000
Exercise Price Options, beginning balance | $ / shares
Exercise Price Options, issued | $ / shares	2.40
Exercise Price Options, expired | $ / shares
Exercise Price Options, exercised | $ / shares
Exercise Price Options, ending balance | $ / shares	$ 2.40
Remaining Contractual Life (Years), issued	4 years
Remaining Contractual Life (Years), ending balance	4 years

Stock Purchase Options - Schedu

Stock Purchase Options - Schedule of Assumptions Used (Details)	9 Months Ended
	Jun. 30, 2017$ / shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock price on date of grant	$ 2.40
Risk free rate of interest	5.00%
Expected life of warrant - in months	48 months
Dividend rate	0.00%
Historic volatility, minimum	160.00%	[1]
Historic volatility, maximum	224.00%	[1]
[1]	the Company has used the historic volatility of 6 companies engaged in providing ancillary type services to the cannabis industry as an approximation of its expected volatility.

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative) - USD ($)	Apr. 07, 2017	Sep. 30, 2016		Aug. 30, 2016	Feb. 28, 2017	Jun. 30, 2017
Common stock, voting rights						One vote per share at meetings of the Company
Common stock shares issued		487,500		333,333		487,500
Common stock, value issued				$ 800,000
Value of common shares issued for acquisitions	$ 600,000
Subscriptions receivable		$ 1,170,000	[1]
Subscription reduction, description	Investor amended the original agreement to reduce the subscription entered into from its original total of $800,000, of which $400,000 was a receivable to $600,000 comprising an aggregate of 250,000 shares of the Company’s common stock. The remaining balance of the then updated subscription receivable of $200,000 was satisfied and received in April, 2017.
Number of shares for subscription receivable	250,000
Subscription receivable remaining balance	$ 200,000
Patch International, Inc. [Member]
Number of common shares issued for acquisitions					1,048,782
Value of common shares issued for acquisitions					$ 2,398,523
Common Stock [Member]
Common stock shares issued				166,666
Common stock, value issued				$ 400,000
Employee and Non-Employee [Member]
Shares issued price per share						$ 2.40
Unaffiliated Investors [Member]
Common stock shares issued						225,000
Shares issued price per share						$ 2.40
Common stock, value issued						$ 540,000
Unaffiliated Investor [Member] | Common Stock [Member]
Common stock shares issued						50,000
Shares issued price per share						$ 0.15
Common stock, value issued						$ 7,500
[1]	Derived from audited information

Shareholders' Equity - Summary

Shareholders' Equity - Summary of Stock-based Compensation (Details)	9 Months Ended
	Jun. 30, 2017USD ($)shares
Officers [Member]
Shares | shares	150,000
Stock based compensation	$ 360,000
Total	$ 200,000
Non-Employments Consultants [Member]
Shares | shares	50,000
Stock based compensation	$ 120,000
Total	$ 480,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2016	Jun. 30, 2017	Sep. 30, 2016
Related Party Transactions [Abstract]
Due to related parties		$ 16,500	$ 34,750	[1]
Repayment to shareholders		29,250
Legal fees	$ 45,000		$ 20,412
Payment for licensing fees	$ 4,750
Advanced and impaired amounts capitalized		93,000
Receivable from related parties		$ 154,437
[1]	Derived from audited information

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Aug. 15, 2017	Feb. 28, 2017	Aug. 31, 2016	Jul. 31, 2016	Jun. 30, 2017	Sep. 30, 2016		Apr. 15, 2017
Lease term		1 year		10 years		10 years
Payment for capital lease obligations				$ 15,000
Base rental fees		$ 785				$ 7,033
Real estate taxes						$ 315
Percentage of base rental fees escalation						2.00%
Security deposit to landlord		$ 785		$ 14,000
Agreement term					12 months
Notes payable					$ 228,421		[1]
Services, exchanged value					6,000
Rent expense					$ 101,915
Multi Party Agreement [Member]
Proceeds from private placement			$ 10,000,000
Equity issued and outstanding			75.00%
Advisory Agreement [Member]
Agreement term		12 months
Upfront payment		$ 10,000
Payment upon acceptance		$ 5,000
Contract for Sale [Member]
Base rental fees	$ 15,000
Purchase price of premises	1,700,000
Monthly payments	$ 15,000
Notes payable maturity period	maturity two years from closing date
Contract for Sale [Member] | Landlord [Member]
Rental credit								$ 105,000
Notes payable								1,200,000
Contract for Sale [Member] | Landlord [Member] | Closing Date [Member]
Notes payable								$ 395,000
[1]	Derived from audited information

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	Mar. 15, 2017	Feb. 28, 2017	Jun. 30, 2017
Debt Disclosure [Abstract]
Debt principal amount		$ 212,500
Additional service fee		$ 5,700
Interest rate		5.81%
Debt monthly payments	$ 25,000	$ 21,820
Note payable			$ 149,158

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Sep. 30, 2016	Aug. 30, 2016	Jul. 31, 2017	Jun. 30, 2017	Jun. 30, 2017
Number of common shares issued	487,500	333,333			487,500
Agreement term					12 months
Subsequent Event [Member]
Number of common shares issued				78,583
Proceeds from private placement				$ 188,600
Shares issued price per share				$ 2.40	$ 2.40
Estimated cost to build up properties			$ 4,700,000
Subsequent Event [Member] | Operating Lease Agreement [Member] | Marijuana Dispensary [Member]
Agreement term			10 years
Monthly rent obligation			$ 13,800
Lease rent obligation annual increase percentage			3.00%
Subsequent Event [Member] | Lease Agreement [Member] | Springfield Suites [Member]
Agreement term			10 years
Monthly rent obligation			$ 64,640
Lease rent obligation annual increase percentage			3.00%
Additional rent			additional rent will not be less than $1.00 per foot for light assisted greenhouse and $.25 per usable square foot for un-light assisted greenhouse or outdoor grow space.
Subsequent Event [Member] | Lease Agreement One [Member]
Agreement term			10 years
Monthly rent obligation			$ 18,750
Lease rent obligation annual increase percentage			3.00%
Additional rent			additional rent will not be less than $1.00 per foot for light assisted greenhouse and $.25 per usable square foot for un-light assisted greenhouse or outdoor grow space.
Subsequent Event [Member] | Lease Agreement Two [Member]
Agreement term			10 years
Monthly rent obligation			$ 6,523
Lease rent obligation annual increase percentage			3.00%
Annual interest rate			12.00%