Stem (STMH) 10-Q 15 May 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Mar. 31, 2018	May 14, 2018
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	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		8,147,028
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Consolidated Statemen

Condensed Consolidated Statements of Financial Position - USD ($)	Mar. 31, 2018	Sep. 30, 2017	[1]
Current Assets
Cash and cash equivalents	$ 2,418,637	$ 391,389
Prepaid expenses	426,445	106,466
Subscriptions receivable		100,000
Total current assets	2,845,082	597,855
Property and equipment, net	6,771,729	3,258,850
Other assets
Project costs	10,000	10,000
Deposits	204,401	185,318
Deferred rent	863,031	298,441
Total other assets	1,077,432	493,759
Total Assets	10,694,243	4,350,464
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses	218,912	101,377
Due to related parties	16,500	16,500
Notes payable and current portion of long-term debt, net of discount	518,249	47,902
Total Current Liabilities	753,661	165,779
Long-term debt	1,636,547
Total liabilities	2,390,208	165,779
Shareholders' Equity
Common stock; $0.001 par value; 100,000,000 shares authorized; 8,448,236 , and 6,354,860 shares issued, issuable and outstanding as of March 31, 2018 and September 30, 2017 respectively	8,538	6,433
Additional paid-in capital	12,725,929	7,012,603
Accumulated deficit	(4,430,432)	(2,834,351)
Total equity	8,304,035	4,184,685
Total Liabilities and Shareholders' Equity	10,694,243	4,350,464
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	Mar. 31, 2018	Sep. 30, 2017	[1]
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	8,448,236	6,354,860
Common stock, shares outstanding	8,448,236	6,354,860
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
[1]	Derived from audited information

Condensed Consolidated Stateme4

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues	$ 309,960		$ 619,789
Consulting fee's	40,600	49,500	96,050	49,500
Professional fee's	256,645	128,886	397,243	170,356
General and administration	445,870	180,736	878,238	211,984
General and administration--related party		93,143		93,143
Stock based compensation	338,454	(112,264)	698,000	361,986
Total expenses	1,081,569	340,001	2,069,531	886,969
Operating loss	(771,609)	(340,001)	(1,449,742)	(886,969)
Other income and (expenses)
Interest expense	(136,678)		(146,414)
Interest income	49	5,020	75	5,055
Total other income	(136,629)	5,020	(146,339)	5,055
Net loss before income taxes	(908,238)	(334,981)	(1,596,081)	(881,914)
Provision for income taxes
Net loss for the period	$ (908,238)	$ (334,981)	$ (1,596,081)	$ (881,914)
Basic and diluted loss per common share	$ (0.11)	$ (0.06)	$ (0.22)	$ (0.18)
Basic and diluted weighted average common shares outstanding	7,961,410	5,270,509	7,271,240	4,901,169

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Mar. 31, 2018		Mar. 31, 2017
Cash Flows from Operating Activities:
Net loss for the period	$ (1,596,081)		$ (881,914)
Adjustments to reconcile net loss to cash used in operations
Stock-based compensation	698,000		361,986
Non-cash interest	92,499
Depreciation and amortization	193,338		40,381
(Increase) decrease in operating assets:
Prepaid expenses and other assets	84,943		(54,453)
Deferred revenue	(564,589)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses	117,537		16,378
Net Cash Flows Used In Operating Activities	(974,353)		(517,622)
Cash Flows from Investing Activities:
Fixed asset purchases	(2,315,018)		(1,665,443)
Intangible property expenditures	(4,450)		(28,219)
Project cost expenditures			(88,088)
Advances to related entities			(208,001)
Deposits for leasehold improvements	(109,083)		(128,476)
Net Cash Flows used in Investing Activities	(2,428,551)		(2,118,227)
Financing Activities:
Proceeds from issuance of common shares	4,844,930		3,880,103
Proceeds from notes payable	750,000
Principle payments on notes payable	(164,778)
Net Cash Flows Provided By Financing Activities	5,430,152		3,880,103
Net increase in cash and cash equivalents	2,027,248		1,244,254
Cash and cash equivalents at beginning of period	391,389	[1]	798,198
Cash and cash equivalents at end of period	2,418,637		2,042,452
Supplemental cash flow information
Cash paid for interest	27,353
Cash paid for taxes
Non-Cash Supplemental information
Equipment purchased financed	21,749
Purchase of real estate with seller financing	1,200,000		304,263
Financed Insurance	224,922		213,083
Project costs and construction deposits transferred to PP&E	$ 90,000		$ 41,250
[1]	Derived from audited information

Incorporation, Operations and L

Incorporation, Operations and Liquidity	6 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Incorporation, Operations and Liquidity	1. Incorporation, Operations and Liquidity 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 7). As shown in the accompanying consolidated financial statements, the Company has experienced recurring losses, and has accumulated a deficit of approximately $4,430,432 as of March 31, 2018. For the six months ended March 31, 2018 we had a net loss of $1,596,081. The Company has entered into four leases with tenants in which it has committed the Company to improve those properties which will require additional funding in the amount of $750,000. In addition, the Company continues to work towards acquiring additional properties to lease to cannabis operators to grow its business. To date, the Company has raised substantial funds through private placements. After March 31, 2018, the Company has continued to raise funds through private placements, debentures and other transactions. The Company also expects that its cash outflow from operation will decrease in fiscal year 2018 as three of its four subleases to cannabis operators begin generating cash flow in the fourth quarter of the fiscal year and its current cash balance plus expected private placement and other investment proceeds allow it to continue operating and build out its properties.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of significant accounting policies Basis of preparation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed 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 year ending September 30, 2018 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, 2017 filed on January 16, 2018. 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. Revenue Recognition The Company recognizes rental revenue from tenants, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured. The Company makes estimates of the collectability of its tenant receivables related to base rents, straight-line rent and other revenues. In the current fiscal year, the Company began significant rental operations. The Company considers such things as historical bad debts, tenant creditworthiness, current economic trends, facility operating performance, lease structure, developments relevant to a tenant’s business, and changes in tenants’ payment patterns in its analysis of accounts receivable and its evaluation of the adequacy of the allowance for doubtful accounts. Specifically, for straight-line rent receivables, the Company’s assessment includes an estimation of a tenant’s ability to fulfill its rental obligations over the remaining lease term. Real Estate Acquisition Valuation All assets acquired and liabilities assumed in an acquisition of real estate are measured at their acquisition date fair values. The acquisition value of land, building and improvements are included in real estate investments on the accompanying consolidated balance sheets. Acquisition pursuit costs associated with asset acquisitions are capitalized. The Company has early adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as businesses acquisitions. As a result of early adopting ASU 2017-01, real estate acquisitions did not meet the definition of a business combination and were deemed asset acquisitions, and the Company therefore capitalized its acquisition pursuit costs associated with these acquisitions. Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. 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 and the estimated rent payment deferral period at inception of its cannabis operation subleases. Actual results may differ from these estimates. Warrants to Purchase Common Stock and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock. We classify as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). We assess the classification of warrants issued to purchase our common stock and any other financial instrument at each reporting date to determine whether a change in classification between assets and liabilities is required. 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 March 31, 2018, the Company had deposits in a major financial institution in excess of the FDIC insurance limit. The Company believes the risk of loss to be minimal as it maintains its cash balances at well capitalized financial institutions. 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 does not test for impairment in the year of acquisition of properties so long as those properties are acquired from unrelated third parties. 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 March 31, 2018 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 in order to exercise their option. 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 March 31, as the effect would be anti-dilutive (i.e. would reduce the loss per share). As of March 31, 2018, the Company had issued 916,666 options and warrants exercisable into the common stock of the Company outstanding (see Note 6). Advertising Costs The Company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense was $18,880 for the six months ended March 31, 2018 and $17,939 for 2017. 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 Software and related 5 years Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements are capitalized. Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Property, Plant & Equipment

Property, Plant & Equipment	6 Months Ended
	Mar. 31, 2018
Property, Plant and Equipment [Abstract]
Property, Plant & Equipment	3. Property, Plant & Equipment At March 31, 2018 property and equipment consisted of the following: Automobile $ 18,275 Signage 19,118 Furniture and equipment 436,586 Leasehold improvements 1,575,161 Buildings and property improvements 4,688,506 Land 300,000 Software and related 56,640 Subtotal 7,094,286 Accumulated depreciation and amortization (322,557 ) Property, plant and equipment, net $ 6,771,729 (1) Because the Company closed on the acquisition of the Mulino property (see Note 9) in January 2018, the Company has treated the costs to improve the property as building improvements and not as project costs as of March 31, 2018. 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 and requires four monthly payments of $75,000 plus a final payment for the remaining amount due immediately thereafter plus fees. 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. The Company and note holder are negotiating an agreement to reduce the obligation by $75,000 which is the balance due under the note, due to the Seller breaching certain sections of the Purchase and Sale Agreement dated November 15, 2016. As of March 31, 2018, the balance owed on the note was approximately $79,000. [Insert re: Mulino Farm Acquisition] Depreciation and amortization expense was $193,339 for the six months ended March 31, 2018 and $40,381 for 2017.

2016 Stock Plan

2016 Stock Plan	6 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
2016 Stock Plan	4. 2016 Stock Plan In 2016, the Company adopted a plan to allow the Company to compensate prospective and current employees, directors and consultants through the issuance of equity instruments of the Company. The plan has an effective life of 10 years. The plan is administered by the board of directors of the Company until such time as the board transfers responsibility to a committee of the board. The plan is limited to issuing common shares of the Company up to 15% of the total shares then outstanding. No limitations exist on any other instruments issuable under the plan. In the event of a change in control of the Company, all unvested instruments issued under the plan become immediately vested.

Notes Payable

Notes Payable	6 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Notes Payable	5. Notes Payable In November 2017, the Company entered into a promissory note in the amount of $21,749 from a vendor of the Company. The promissory note bears an interest rate of 18% per annum and also contains a 10% servicing fee. The note matures 24 months after issuance and is secured by certain security electronics purchased with proceeds of the note. The Company issued a $100,000 promissory note dated December 7, 2017 to accredited investor which matures March 7, 2018 and has an annual rate of interest at 24%. Both principal and interest is due at maturity. The promissory note ranks senior to all obligations not designated as a primary obligation by the Company. As an inducement to issue the promissory note, the Company granted the holder warrants to acquire 20,833 shares of the Company’s common stock. The warrant has an exercise price of $2.40 per underlying common share and are exercisable for 2 years from the anniversary date of issuance (see Note 6). This obligation fully repaid on March 28, 2018. The Company issued a $100,000 promissory note dated December 1, 2017 to accredited investor which matures March 1, 2018 and has an annual rate of interest at 24%. Both principal and interest is due at maturity. The promissory note ranks senior to all obligations not designated as a primary obligation by the Company. As an inducement to issue the promissory note, the Company granted the holder warrants to acquire 20,833 shares of the Company’s common stock. The warrant has an exercise price of $2.40 per underlying common share and are exercisable for 2 years from the anniversary date of issuance (see Note 6). On March 1, 2018, pursuant to the First Amendment to Loan Agreement and Promissory note, the parties agreed to extend the note for one more year which includes the following terms; (1) interest payment of $6,000 due from the original note is to be paid (2) interest rate decreases from an annual rate of 24% to 8% (3) the Company has the right to prepay the note combined with accrued interest at any time prior to maturity (4) the lender has the right to call the note together with accrued interest not less than 30 days written notice to the Company (5) at any time prior to maturity of the note, lender has the option to convert the indebtedness with accrued interest into the Company’s common stock at the rate of $2.40 a share. At issuance, the Company determined that there was no beneficial conversion feature. As of February 2018, the Company entered into a 10-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $216,086. The note bears an annual interest rate of 5.75% and requires the Company to make ten monthly payments of $22,105 over the term of the note. As of March 31, 2018, the obligation outstanding is $198,943. Effective March 2, 2018, the Company entered into a 10-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $8,836. The note bears an annual interest rate of 5.75% and requires the Company to make ten monthly payments of $904 over the term of the note. As of March 31, 2018, the obligation outstanding is $8,135. On January 16, 2018 the Company consummated a “Contract for Sale” for a Farm Property in Mulino OR (the “Mulino Property”). The purchase price was $1,700,000 which was reduced by a rental credit of approximately $135,000 which is equivalent to nine months’ rent at $15,000 a month and a additional credit of $9,500 for additional work done on the property. In connection with the purchase of the property, the Company made a cash payment as down payment plus payment of closing costs in the amount of $370,637 and issued a promissory note in the amount of $1,200,000 with a maturity of January 2020. The Company will pay monthly installments of principal and interest (at a rate of 2% per annum) in the amount of $13,500, commencing in July 2018 through the maturity date (January 2020), at which time the entire unpaid principal balance and any remaining accrued interest shall be due and payable in full. The note is secured by a deed of trust on the property. Mortgage payable On February 28, 2018, the Company executed a $550,000 mortgage payable on the Willamette property to acquire additional funds. The mortgage bears interest at 15% per annum. Monthly interest only payments began March 1, 2018 and continue each month thereafter until paid. The entire unpaid balance is due on March 1, 2020, the maturity date of the mortgage, and is secured by the underlying property. The mortgage terms do not allow participations by the lender in either the appreciation in the fair value of the mortgaged real estate project or the results of operations of the mortgaged real estate project. For the six months ended March 31, 2018, interest expense related to this mortgage amounted to $6,875. The note has been cross guaranteed by the CEO and Director of the Company.

Shareholders' Equity

Shareholders' Equity	6 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Shareholders' Equity	6. Shareholders’ Equity Preferred shares The Company had no preferred shares issued and outstanding as of March 31, 2018. Common shares The holders of common shares are not entitled to receive dividends at this time, however, are entitled to one vote per share at meetings of the Company. The Company received subscriptions in private placement offerings completed for the following shares for the six ended March 31, 2018: ● For the six months ended March 31, 2018, 2,015,596 common shares were issued at $2.40 per share to unaffiliated investors raising gross cash proceeds (including collection of $100,000 subscription receivable) of $4,837,430. 141,667 shares of common stock were issuable as of March 31, 2018. ● During the six months ended March 31, 2018, the Company began the process of registering shares of common stock for trading under the securities laws of Canada. As part of that process, certain founders were notified that they had to contribute additional amounts for their shares. In the six months ended March 31, 2018, two founders contributed an additional $9,933 towards their founders shares as part of the requirements of the securities regulators of Canada. Subscription receivable On September 27, 2017, the Company received a subscription for 41,667 shares in the amount of $100,000. The funds were received by the Company in October 2017. Options During the six months ended March 31, 2018, the Company entered into a renewed consulting agreement, and as part of that agreement for professional services, agreed to issue a total of 100,000 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 agreement 50,000 shares vested immediately, options to acquire 25,000 shares will vest 6 months subsequent to the effective date, and the remaining option to acquire 25,000 shares vests 1 year after the effective date. During the six months ended March 31, 2018, the Company granted options to acquire 50,000 shares of its common stock to a consultant. The grant has an exercise price of $2.40 per share and a term of 4 years. All of the option shares vested on the date of the grant. During the six months ended March 31, 2018, the Company entered into an employment agreement dated February 15, 2018, and as part of this agreement agreed to issue a total of 50,000 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 the agreement, all 50,000 options vests immediately. In total, the Company recorded stock-based compensation expense to directors and officers of $97,500 as a result of these options in the six months ended March 31, 2018. In addition, upon the execution of the agreement, the employee received 10,416 shares of the Company’s stock valued at $2.40 totaling $25,000. As a result of the issuance, the expense of $25,000 is accrued in Officers and Directors stock compensation. During the period ended March 31, 2018, the Company entered into an employment agreement dated January 1, 2018, and as part of this agreement agreed to issue a total of 25,000 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, 10,000 options vests immediately, 5,000 options vest on the first anniversary and the balance of 10,000 options will vest on the second anniversary date. In total, the Company recorded stock-based compensation expense to the directors and officers of $19,500 as a result of these options in the six months ended March 31, 2018. The fair values of the options granted during the quarter ended December 31, 2017 were determined using the Black-Scholes option pricing model with the following weighted-average assumptions: Risk-free interest rate 5.00 % Expected term: 4 years Expected dividend yield: 0.00 % Expected volatility: 126.6 % The options issued in the six months ended March 31, 2018 noted above were valued at inception at the fair value of $2.22 per share. Warrants The fair values of the warrants granted during the term of the agreement in connection with promissory notes issued (see Note 5) were determined using the Black-Scholes option pricing model with the following weighted-average assumptions: Risk-free interest rate: 5.00 % Expected term: 4 years Expected dividend yield: 0.00 % Expected volatility: 126.6 % The valuation of the warrants was $92,499 which has been recorded as a debt discount and is being amortized over the life of the loans on a straight-line basis to interest expense. As of March 31, 2018, $0 remained unamortized.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. 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. No amounts have been recorded for deferred rent in these financial statements as the amount was deemed immaterial by the Company. The Company has subleased this space pursuant to a 10-year lease. On February 22, 2018, both parties executed a lease addendum that adds contiguous property for 12,322 square feet. The term commences November 1, 2017 and continues through November 31, 2026 at a rate of $3,525 a month that escalates 3% per year. 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, additional real estate assets held by entities related to those shareholders. The Agreement also gives the Company the right of first refusal in regard to certain properties owned by the persons and entities affiliated with the parties of the Agreement so long as certain targets are met. Should the Company obtain in excess of $10,000,000 through a combination of its private placements and its merger with Patch Holdings, Inc., it is required to purchase certain real estate properties owned by entities affiliated with certain of its shareholders. In addition, if the Company obtains in excess of $13 million through a combination of private placements and its merger with Patch Holdings, Inc., the cannabis affiliates become obligated to purchase preferred stock of the Company in an amount equivalent to 50% of their post-tax net operating income. 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 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. Parties have verbally agreed. In November 2017, the Company entered into a consulting 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 business affairs relating to business consolidations and financing. As consideration for these services, the Company has agreed to issue to the consultant options to acquire up to 100,000 shares of common stock of the Company. In March 2018, the Company entered into a 3-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 $3,024 per month. All taxes, maintenance and utilities are billed separately. In addition, the Company also remitted $6,048 or a security deposit to the landlord. The landlord provided the Company with 2 free months. January 16, 2018 the Company consummated a “Contract for Sale” for a Farm Property in Mulino OR (the “Mulino Property”). The purchase price is $1,700,000 which is reduced by a rental credit of approximately $135,000 which is equivalent to nine months’ rent at $15,000 a month and a additional credit of $9,500 for additional work done on the property. In connection with the purchase of the property, the Company made a cash payment in the amount of $370,637 and issued a promissory note in the amount of $1,200,000 with a maturity of January 2020. The Company will pay monthly installments of principal and interest (at a rate of 2% per annum) in the amount of $13,500, commencing in July 2018 through the maturity date (January 2020), at which time the entire unpaid principal balance and any remaining accrued interest shall be due and payable in full. Property Rental Agreements 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. The Company provided the tenant with one month of free rent. 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 payments will begin at the of the first growing season, which the Company currently estimates will occur in August 2018, and thus payments will commence in September 2018. 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. Rent payments commence on the date the growing season ends, which the Company currently estimates will occur in August 2018, and thus expects payments to begin in September 2018. The Company has treated this period as a free rental period for accounting purposes. 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. During the six months ended March 31, 2018, the Company incurred total rent expense of $98,423 As of March 31, 2018, the Company has recorded a long-term asset for the straight lining of rent under the rental leases to the cannabis operators of approximately $863,030.

Subsequent Events

Subsequent Events	6 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	8. Subsequent events Subsequent to March 31, 2018, and up to the date of this filing, we have raised $340,000 as part of our continuing private placement at $2.40 per share. As of the date of this filing, we have issued 0 shares on account of these sales and are committed to issue an additional 141,667 shares. On April 30, 2018, the Company entered into a one-year engagement agreement with a new Director. Pursuant to the engagement agreement, the Company will compensate the Director with 50,000 options to purchase the Company’s common stock at $2.40 vesting at 12,500 options a quarter expiring in 4 years. The engagement letter may be terminated upon thirty days written notice by either party. On April 4, 2018, the Company executed a $316,000 mortgage payable to acquire additional funds. The mortgage bears interest at 15% per annum. Monthly interest only payments began May 1, 2018 and continue each month thereafter until paid. The entire unpaid balance is due on April 1, 2020, the maturity date of the mortgage, and is secured by the underlying property. The mortgage terms do not allow participations by the lender in either the appreciation in the fair value of the mortgaged real estate project or the results of operations of the mortgaged real estate project.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Preparation	Basis of preparation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed 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 year ending September 30, 2018 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, 2017 filed on January 16, 2018. 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.
Revenue Recognition	Revenue Recognition The Company recognizes rental revenue from tenants, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured. The Company makes estimates of the collectability of its tenant receivables related to base rents, straight-line rent and other revenues. In the current fiscal year, the Company began significant rental operations. The Company considers such things as historical bad debts, tenant creditworthiness, current economic trends, facility operating performance, lease structure, developments relevant to a tenant’s business, and changes in tenants’ payment patterns in its analysis of accounts receivable and its evaluation of the adequacy of the allowance for doubtful accounts. Specifically, for straight-line rent receivables, the Company’s assessment includes an estimation of a tenant’s ability to fulfill its rental obligations over the remaining lease term.
Real Estate Acquisition Valuation	Real Estate Acquisition Valuation All assets acquired and liabilities assumed in an acquisition of real estate are measured at their acquisition date fair values. The acquisition value of land, building and improvements are included in real estate investments on the accompanying consolidated balance sheets. Acquisition pursuit costs associated with asset acquisitions are capitalized. The Company has early adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as businesses acquisitions. As a result of early adopting ASU 2017-01, real estate acquisitions did not meet the definition of a business combination and were deemed asset acquisitions, and the Company therefore capitalized its acquisition pursuit costs associated with these acquisitions.
Reclassifications	Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.
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 and the estimated rent payment deferral period at inception of its cannabis operation subleases. Actual results may differ from these estimates.
Warrants to Purchase Common Stock and Other Derivative Financial Instruments	Warrants to Purchase Common Stock and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock. We classify as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). We assess the classification of warrants issued to purchase our common stock and any other financial instrument at each reporting date to determine whether a change in classification between assets and liabilities is required.
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 March 31, 2018, the Company had deposits in a major financial institution in excess of the FDIC insurance limit. The Company believes the risk of loss to be minimal as it maintains its cash balances at well capitalized financial institutions.
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 does not test for impairment in the year of acquisition of properties so long as those properties are acquired from unrelated third parties. 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 March 31, 2018 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 in order to exercise their option. 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 March 31, as the effect would be anti-dilutive (i.e. would reduce the loss per share). As of March 31, 2018, the Company had issued 916,666 options and warrants exercisable into the common stock of the Company outstanding (see Note 6).
Advertising Costs	Advertising Costs The Company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense was $18,880 for the six months ended March 31, 2018 and $17,939 for 2017.
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 Software and related 5 years Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements are capitalized.
Related Parties	Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Mar. 31, 2018
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 Software and related 5 years

Property, Plant & Equipment (Ta

Property, Plant & Equipment (Tables)	6 Months Ended
	Mar. 31, 2018
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	At March 31, 2018 property and equipment consisted of the following: Automobile $ 18,275 Signage 19,118 Furniture and equipment 436,586 Leasehold improvements 1,575,161 Buildings and property improvements 4,688,506 Land 300,000 Software and related 56,640 Subtotal 7,094,286 Accumulated depreciation and amortization (322,557 ) Property, plant and equipment, net $ 6,771,729 (1) Because the Company closed on the acquisition of the Mulino property (see Note 9) in January 2018, the Company has treated the costs to improve the property as building improvements and not as project costs as of March 31, 2018.

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)	6 Months Ended
	Mar. 31, 2018
Options [Member]
Schedule of Assumptions Used	The fair values of the options granted during the quarter ended December 31, 2017 were determined using the Black-Scholes option pricing model with the following weighted-average assumptions: Risk-free interest rate 5.00 % Expected term: 4 years Expected dividend yield: 0.00 % Expected volatility: 126.6 %
Warrants [Member]
Schedule of Assumptions Used	The fair values of the warrants granted during the term of the agreement in connection with promissory notes issued (see Note 5) were determined using the Black-Scholes option pricing model with the following weighted-average assumptions: Risk-free interest rate: 5.00 % Expected term: 4 years Expected dividend yield: 0.00 % Expected volatility: 126.6 %

Incorporation, Operations and18

Incorporation, Operations and Liquidity (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Sep. 30, 2017	[1]
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 4,430,432		$ 4,430,432		$ 2,834,351
Net loss	$ 908,238	$ 334,981	1,596,081	$ 881,914
Estimated cost to build up properties			$ 750,000
[1]	Derived from audited information

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accounting Policies [Abstract]
Number of options and warrants exercisable into shares of common stock	916,666
Advertising expense	$ 18,880	$ 17,939
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, or raise in excess of $1 billion in public offerings of its equity or instruments directly convertible into its equity
Proceeds from public offering	$ 1,000,000,000

Summary of Significant Accoun20

Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Assets (Details)	6 Months Ended
	Mar. 31, 2018
Buildings [Member]
Asset's estimated useful life	20 years
Leasehold Improvements [Member]
Asset's estimated 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
Software and Related [Member]
Asset's estimated useful life	5 years

Property, Plant & Equipment (De

Property, Plant & Equipment (Details Narrative) - USD ($)	Feb. 06, 2017	Feb. 06, 2017	Nov. 01, 2016	Mar. 31, 2018	Mar. 31, 2017
Property, plant and equipment, cost	$ 656,498		$ 918,000
Amount due upon breach of agreement				$ 75,000
Depreciation and amortization expense				193,339	$ 40,381
Seller [Member]
Short term notes payable	$ 304,000	$ 304,000
Monthly payments		$ 75,000
Note balance owed, amount				$ 79,000

Property, Plant & Equipment - S

Property, Plant & Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($)	Mar. 31, 2018	Sep. 30, 2017	[1]
Subtotal	$ 7,094,286
Accumulated depreciation and amortization	(322,557)
Property, plant and equipment, net	6,771,729	$ 3,258,850
Automobile [Member]
Subtotal	18,275
Signage [Member]
Subtotal	19,118
Furniture and Equipment [Member]
Subtotal	436,586
Leasehold Improvements [Member]
Subtotal	1,575,161
Buildings and Property Improvements [Member]
Subtotal	4,688,506
Land [Member]
Subtotal	300,000
Software and Related [Member]
Subtotal	$ 56,640
[1]	Derived from audited information

2016 Stock Plan (Details Narrat

2016 Stock Plan (Details Narrative)	6 Months Ended
	Mar. 31, 2018
Effective life of plan	10 years
Maximum [Member]
Issuance of common shares percentage	0.15

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Mar. 02, 2018	Mar. 01, 2018	Feb. 28, 2018	Jan. 16, 2018	Dec. 07, 2017	Dec. 01, 2017	Nov. 30, 2017	Mar. 31, 2018	Mar. 31, 2017
Debt principal amount				$ 1,200,000
Debt maturity period description				Commencing in July 2018 through the maturity date (January 2020), at which time the entire unpaid principal balance and any remaining accrued interest shall be due and payable in full.
Debt maturity date				Jan. 30, 2020
Cash payment								$ 2,315,018	$ 1,665,443
Monthly installments interest rate				2.00%
Willamette Property [Member]
Mortgage payable			$ 550,000
Mortgage payable, interest rate			15.00%
Mortgage payable final due date			Mar. 1, 2020
Interest expense on mortgage payable								$ 6,875
Description of collateral								The note has been cross guaranteed by the CEO and Director of the Company.
First Amendment to Loan Agreement and Promissory Note [Member]
Debt interest payment due		$ 6,000
Debt conversion price		$ 2.40
First Amendment to Loan Agreement and Promissory Note [Member] | Maximum [Member]
Change in interest rate percentage		24.00%
First Amendment to Loan Agreement and Promissory Note [Member] | Minimum [Member]
Change in interest rate percentage		8.00%
Contract for Sale [Member]
Debt maturity date				Jan. 31, 2020
Promissory note amount				$ 1,200,000
Contract for Sale [Member] | July 2018 [Member]
Monthly payments				$ 13,500
Monthly installments interest rate				2.00%
Accredited Investor [Member]
Debt principal amount					$ 100,000	$ 100,000
Interest rate					24.00%	24.00%
Debt maturity date					Mar. 7, 2018	Mar. 1, 2018
Warrants granted to acquire shares					20,833	20,833
Warrant exercise price					$ 2.40	$ 2.40
Warrant exercisable period					2 years	2 years
Landlord [Member] | Contract for Sale [Member]
Purchase price of premises				$ 1,700,000
Rental credit				135,000
Monthly payments				15,000
Amount granted for improvement of property				9,500
Cash payment				$ 370,637
Promissory Note [Member]
Debt principal amount							$ 21,749
Interest rate							18.00%
Debt servicing fee percentage							10.00%
Debt maturity period description							matures 24 months after issuance
Notes Payable One [Member] | 10-Month Premium Finance Agreement [Member]
Debt principal amount			$ 216,086
Interest rate			5.75%
Debt monthly payments			$ 22,105
Notes payable								$ 198,943
Notes Payable Two [Member] | 10-Month Premium Finance Agreement [Member]
Debt principal amount	$ 8,836
Interest rate	5.75%
Debt monthly payments	$ 904
Notes payable								$ 8,135

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative) - USD ($)	Sep. 27, 2017	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Sep. 30, 2017	[1]
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, voting rights				One vote per share at meetings of the Company.
Common stock shares issued	41,667
Subscriptions receivable	$ 100,000					$ 100,000
Common stock option exercise price per share				$ 2.22
Stock based compensation expense		338,454	$ (112,264)	$ 698,000	$ 361,986
Debt discount				92,499
Unamortized debt discount		$ 0		$ 0
Options [Member] | Vest 6 Months [Member]
Number of shares acquired		25,000		25,000
Option vesting period				6 months
Options [Member] | Vest 1 Year [Member]
Number of shares acquired		25,000		25,000
Option vesting period				1 year
Consulting Agreement [Member]
Number of options agreed to issued to purchase the common stock				100,000
Common stock option exercise price per share				$ 2.40
Common stock option term				4 years
Number of options vested				50,000
Employment Agreement One [Member]
Number of options agreed to issued to purchase the common stock				50,000
Common stock option exercise price per share				$ 2.40
Common stock option term				3 years
Number of options vested				50,000
Employment Agreement One [Member] | Employee [Member]
Shares issued price per share		$ 2.40		$ 2.40
Stock issued during period to employee, shares				10,416
Stock issued during period to employee, amount				$ 25,000
Employment Agreement Two [Member]
Number of options agreed to issued to purchase the common stock				25,000
Common stock option exercise price per share				$ 2.40
Common stock option term				3 years
Number of options vested				10,000
Employment Agreement Two [Member] | First Anniversary [Member]
Number of options vested				5,000
Employment Agreement Two [Member] | Second Anniversary [Member]
Number of options vested				10,000
Common Stock [Member]
Common stock shares issued				141,667
Unaffiliated Investors [Member] | Common Stock [Member]
Common stock shares issued				2,015,596
Shares issued price per share		$ 2.40		$ 2.40
Subscriptions receivable		$ 100,000		$ 100,000
Common stock, value issued				4,837,430
Two Founders [Member]
Stock issued during period to founders for contribution				$ 9,933
Consultant [Member]
Number of options agreed to issued to purchase the common stock				50,000
Common stock option exercise price per share				$ 2.40
Common stock option term				4 years
Directors and Officers [Member] | Employment Agreement One [Member]
Stock based compensation expense				$ 25,000
Directors and Officers [Member] | Employment Agreement One [Member] | Options [Member]
Stock based compensation expense				97,500
Directors and Officers [Member] | Employment Agreement Two [Member] | Options [Member]
Stock based compensation expense				$ 19,500
[1]	Derived from audited information

Shareholders' Equity - Schedule

Shareholders' Equity - Schedule of Assumptions Used (Details)	6 Months Ended
	Mar. 31, 2018
Options [Member]
Risk free interest rate	5.00%
Expected term	4 years
Expected dividend Yield	0.00%
Expected volatility	126.60%
Warrants [Member]
Risk free interest rate	5.00%
Expected term	4 years
Expected dividend Yield	0.00%
Expected volatility	126.60%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Feb. 22, 2018USD ($)ft²	Jan. 16, 2018USD ($)	Nov. 30, 2017shares	Jul. 31, 2017USD ($)$ / shares	Feb. 28, 2017USD ($)	Sep. 30, 2016USD ($)	Aug. 31, 2016USD ($)	Jul. 31, 2016USD ($)	Mar. 31, 2018USD ($)	Mar. 31, 2018USD ($)
Operating lease term						10 years		10 years		10 years
Payment for capital lease obligations								$ 15,000
Base rental fees						$ 7,033				$ 863,030
Real estate taxes						$ 315
Percentage of base rental fees escalation						2.00%
Security deposit to landlord								$ 14,000
Area of land | ft²	12,322
Commitments and contingencies	$ 3,525
Concentration rist percentage	3.00%
Value of additional work done on property		$ 13,500
Debt instrument face amount		$ 1,200,000
Debt maturity date		Jan. 30, 2020
Monthly installments interest rate		2.00%
Debt maturity date description		Commencing in July 2018 through the maturity date (January 2020), at which time the entire unpaid principal balance and any remaining accrued interest shall be due and payable in full.
Rent expense										98,423
Mulino Property [Member]
Commitments and contingencies		$ 370,637
Purchase price of premises		1,700,000
Rental credit		135,000
Monthly payments		15,000
Value of additional work done on property		$ 9,500
Boca Raton, Florida [Member]
Operating lease term									3 years
Base rental fees									$ 3,024
Security deposit to landlord									$ 6,048	6,048
Multi Party Agreement [Member]
Proceeds from private placement							$ 10,000,000
Proceeds from equity										$ 10,000,000
Equity issued and outstanding							75.00%
Multi Party Agreement [Member] | Preferred Stock [Member]
Equivalent percentage							50.00%
Multi Party Agreement [Member] | Maximum [Member]
Proceeds from private placement							$ 13,000,000
Advisory Agreement [Member]
Lease term					12 months
Upfront payment					$ 10,000
Payment upon acceptance					$ 5,000
Consulting Agreement [Member] | Unrelated Third Party [Member]
Lease term			12 months
Consulting Agreement [Member] | Maximum [Member] | Consultants [Member]
Number of common stock shares issued for service | shares			100,000
Operating Lease Agreement [Member] | Marijuana Dispensary [Member]
Lease term				10 years
Monthly payments				$ 13,800
Change in lease rent percentage				3.00%
Lease Agreement [Member] | Springfield Suites [Member]
Lease term				10 years
Change in lease rent percentage				3.00%
Minimum rent per foot | $ / shares				$ 1
Minimum rent per foot un-light assisted greenhouse or outdoor grow space | $ / shares				$ 0.25
Lease Agreement One [Member]
Lease term				10 years
Change in lease rent percentage				3.00%
Minimum rent per foot | $ / shares				$ 1
Minimum rent per foot un-light assisted greenhouse or outdoor grow space | $ / shares				$ 0.25
Lease Agreement Two [Member]
Lease term				10 years
Change in lease rent percentage				3.00%
Interest on lease payment percentage				12.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Apr. 30, 2018	Apr. 04, 2018	Jan. 16, 2018	Sep. 27, 2017	Mar. 31, 2018
Number of shares issued for private placement				41,667
Maturity date			Jan. 30, 2020
Subsequent Event [Member]
Proceeds from private placement					$ 340,000
Shares issued price per share					$ 2.40
Number of shares issued for private placement					0
Sale of stock, number of shares issued in transaction					141,667
Mortgage payable		$ 316,000
Interest rate percentage		15.00%
Maturity date		Apr. 1, 2020
Subsequent Event [Member] | Engagement Agreement [Member]
Shares issued price per share	$ 2.40
Agreement term	1 year
Option to purchase a common stock	50,000
Purchase of stock option vesting	12,500
Option expiring	4 years